10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 24, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            .

Commission file number: 0-12933

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-2634797
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4650 Cushing Parkway	94538
Fremont, California	(Zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 572-0200
Securities registered pursuant to Section 12(b) of the Act:

Title of class	Name of exchange on which registered
Common Stock, Par Value $0.001 Per Share	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

     The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December 24, 2006, the last business day of the most recently completed second fiscal quarter with respect to the fiscal year covered by this Form 10-K, was $5,014,214,243. Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock has been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination of such status for other purposes.

As of March 10, 2008, the Registrant had 124,781,047 outstanding shares of Common Stock.

Documents Incorporated by Reference

None.

LAM RESEARCH CORPORATION
2007 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

	Page
Explanatory Note		2
Part I.		4
Item 1. Business		4
Item 1A. Risk Factors		11
Item 1B. Unresolved Staff Comments		19
Item 2. Properties		19
Item 3. Legal Proceedings		19
Item 4. Submission of Matters to a Vote of Security Holders		19
Part II.		19
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		19
Item 6. Selected Financial Data		22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		54
Item 8. Financial Statements and Supplementary Data		56
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		56
Item 9A. Controls and Procedures		56
Item 9B. Other Information		57
Part III.		58
Item 10. Directors, Executive Officers and Corporate Governance		58
Item 11. Executive Compensation		65
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		85
Item 13. Certain Relationships and Related Transactions, and Director Independence		87
Item 14. Principal Accounting Fees and Services		87
Part IV.		89
Item 15. Exhibits, Financial Statement Schedules		89
Signatures		129
Exhibit Index		131
EXHIBIT 3.2
EXHIBIT 10.117
EXHIBIT 10.118
EXHIBIT 10.119
EXHIBIT 10.120
EXHIBIT 10.121
EXHIBIT 10.122
EXHIBIT 10.123
EXHIBIT 10.124
EXHIBIT 10.125
EXHIBIT 10.126
EXHIBIT 10.127
EXHIBIT 10.128
EXHIBIT 10.129
EXHIBIT 10.130
EXHIBIT 10.131
EXHIBIT 10.132
EXHIBIT 10.133
EXHIBIT 10.134
EXHIBIT 10.135
EXHIBIT 10.136
EXHIBIT 10.137
EXHIBIT 10.138
EXHIBIT 10.139
EXHIBIT 10.140
EXHIBIT 10.141
EXHIBIT 10.142
EXHIBIT 21
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

Explanatory Note

     In this Annual Report on Form 10-K as of and for the year ended June 24, 2007 (the “2007 Form 10-K”), Lam Research Corporation, a Delaware corporation (“Lam Research” or “the Company”), is restating its consolidated balance sheet as of June 25, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 25, 2006 and June 26, 2005, as a result of a voluntary independent stock option review described below. The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1997 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004. In addition, the Company is restating the unaudited quarterly condensed financial statements for interim periods of fiscal year 2006, and unaudited condensed balance sheets as of March 25, 2007, December 24, 2006 and September 24, 2006. There was no effect of the restatement on the consolidated statements of operations for the first three quarters of fiscal year 2007.

     On July 18, 2007, the Company announced that its Board of Directors had initiated a voluntary independent review regarding the timing of the Company’s past stock option grants and other related issues. The voluntary internal review arose after the Company’s independent registered public accounting firm performed auditing procedures relating to the Company’s historical stock option grant programs and procedures as part of the firm’s fiscal year-end 2007 audit. The Board of Directors appointed a special committee consisting of two independent board members (the “Independent Committee”) to conduct a comprehensive review of the Company’s historical stock option practices. The Independent Committee promptly engaged independent outside legal counsel and forensic accountants to assist with the review. On December 21, 2007, the Company announced that the Independent Committee had reached a preliminary conclusion that the actual measurement dates for financial accounting purposes of certain stock option grants issued in the past differed from the recorded grant dates of such awards. Upon the recommendation of management and the Independent Committee, the Audit Committee of the Board of Directors concluded that the financial statements for fiscal years 1997 through 2005, and the interim periods contained therein should no longer be relied upon. The Independent Committee’s review was completed in February 2008.

     The review covered stock option grants awarded in fiscal years 1997 through 2005 (the “Review Period”). The scope of the review included evaluating 100% of “Company-wide” grants, director grants, Section 16 officer grants, and new hire grants, as well as a sampling of grants deemed “other grants”, representing approximately 94% of all stock option grants during the Review Period. This Review Period comprised approximately 16,000 separate stock option grants on approximately 500 separately recorded grant dates. These grants involved approximately 58 million underlying shares of Common Stock and included grants to domestic and international employees. Share amounts have been adjusted as applicable to reflect the March 2000 3-for-1 stock split. The Independent Committee’s review also included procedures to identify potential modifications of stock option grants and grants awarded to consultants, and testing of cash exercises. The Company had not awarded any Company-wide stock option grants since October 2002 and stopped issuing stock option grants during fiscal year 2005 and only issued restricted stock units (“RSUs”) thereafter. The Independent Committee did not include fiscal years 2006 and 2007 in the scope of its review based on several factors including but not limited to the fact that the Company only issued RSUs after fiscal year 2005 and the Company’s equity granting processes and controls had been documented and tested as part of its assessment of the operating effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes Oxley Act of 2002. Additionally, no information arose during the stock option review that would indicate a need to expand the scope of the review to include other periods.

     Consistent with applicable accounting literature and guidance from the SEC staff, the Company organized the grants during the review period into categories based on the grant type and the process by which the grant was finalized. The Company analyzed the evidence from the Independent Committee’s review related to each category including, but not limited to, physical documents, electronic documents, and underlying electronic data about documents. Based on the relevant facts and circumstances, the Company applied the applicable accounting standards to determine, for grants within each category, the proper measurement date. If the measurement date was not the originally recorded grant date, accounting adjustments were made as required, resulting in stock-based compensation expense and related tax effects. The significant majority of the measurement date changes result from stock options granted prior to fiscal year 2003. As a result of the findings of the review, the Company has recognized incremental stock-based compensation and associated payroll tax expense of $96.4 million on a pre-tax basis ($65.8 million after taxes) in the aggregate during fiscal years 1997 through 2006 which includes incremental stock-based compensation expense of $1.2 million recognized in accordance with Financial Accounting Standards No. 123 (revised), “Share-Based Payment” (“SFAS No. 123R”) during fiscal year 2006.

     The Independent Committee also concluded that there was no intentional misconduct on the part of Company management or the Company’s independent directors. During its review of the Company’s historical stock option practices, the Independent Committee did not find evidence of any other financial reporting or accounting issues unrelated to stock-based compensation.

     The Company determined revised measurement dates for approximately 33 million options granted during fiscal year 1997 to March 2005. The additional aggregate stock-based compensation expense noted above is net of forfeitures related to employee terminations. To determine revised measurement dates, management evaluated all of the available evidence. For those grants where the revised measurement date could not be determined with certainty, management applied judgment to determine what it believes to be the most appropriate measurement date in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and other applicable accounting rules, and considered the amount of additional compensation expense that could result had different dates been selected. For a broader discussion of the judgments underlying the revised measurement dates, see “Management’s Discussion and Analysis of

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Financial Condition and Results of Operations” in Item 7 of this 2007 Form 10-K. The adjustments relating to these option grants did not affect the Company’s previously reported revenue, cash, cash equivalents or short-term investments and relate exclusively to the Company’s historical stock option granting practices. This restatement is more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7. This 2007 Form 10-K also reflects the restatement of “Selected Financial Data” in Item 6 as of and for the years ended June 25, 2006, June 26, 2005, June 27, 2004, and June 29, 2003.

     Financial information included in the reports on Form 10-K, Form 10-Q and Form 8-K filed or furnished by Lam Research prior to January 24, 2008, and the related opinions of its independent registered public accounting firm and all earnings press releases and similar communications issued by the Company prior to January 24, 2008 are superseded in their entirety by this 2007 Form 10-K and other reports on Form 10-Q and Form 8-K filed by the Company with the Securities and Exchange Commission on or after January 24, 2008.

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PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     With the exception of historical facts, the statements contained in this discussion are forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Certain, but not all, of the forward-looking statements in this report are specifically identified. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. Forward-looking statements include, but are not limited to, statements that relate to our future revenue, product development, demand, acceptance and market share, competitiveness, gross margins, levels of research and development (R&D), outsourced activities and operating expenses, tax expenses, our management’s plans and objectives for our current and future operations, management’s plans for repurchasing Company stock pursuant to the authorization of our Board, the levels of customer spending or R&D activities, general economic conditions and the sufficiency of financial resources to support future operations, and capital expenditures. Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect, including without limitation those discussed below under the heading “Risk Factors” within Item 1A and elsewhere in this report and other documents we file from time to time with the Securities and Exchange Commission (SEC), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on information currently and reasonably known to us. We undertake no obligation to release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances that occur after the date hereof or to reflect the occurrence or effect of anticipated or unanticipated events. All references to fiscal years apply to our fiscal years, which ended June 24, 2007, June 25, 2006, and June 26, 2005.

Item 1. Business

     Lam Research Corporation (“Lam Research,” “we,” or the “Company”) was founded in 1980 and is headquartered in Fremont, California. The mailing address for our principal executive offices is 4650 Cushing Parkway, Fremont, California 94538, and our telephone number is (510) 572-0200. Additional information about Lam Research is available on our web site at http://www.lamresearch.com. Our Forms 10-K, Forms 10-Q, and Forms 8-K are available online at the Securities and Exchange Commission (SEC) web site on the Internet. The address of that site is http://www.sec.gov. We also make available free of charge the Forms 10-K, Forms 10-Q, and Forms 8-K and any amendments to those reports on our corporate web site at http://www.lamresearch.com as soon as reasonably practicable after we file them with or furnish them to the SEC.

     We design, manufacture, market, and service semiconductor processing equipment used in the fabrication of integrated circuits and are recognized as a major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected to a complex series of process steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these areas to develop integrated processing solutions which typically benefit our customers through reduced cost, lower defect rates, enhanced yields, or faster processing time.

Etch Process

     Etch processes, which are repeated numerous times during the wafer fabrication cycle, are required to manufacture every type of semiconductor device produced today. Lam Research etch products selectively remove portions of various films from the wafer in the creation of semiconductors by utilizing various plasma-based technologies to create critical device features at current and future technology nodes. Plasma consists of charged and neutral species that react with exposed portions of the wafer surface to remove dielectric, metal, or polysilicon material and produce the finely delineated features and patterns of an integrated circuit.

     Advanced integrated circuit manufacturing requires etch systems capable of creating structures for the 45 nanometer (nm) and below technology nodes. At this time, memory manufacturers are transitioning from aluminum to copper conductive lines, while leading logic manufacturers are progressing with the implementation of more fragile dielectric insulating materials (low-κ and porous low-κ). Semiconductor manufacturers continue to require more precise control over the etching process in order to accommodate decreasing linewidths and increasing wafer diameters. Lam Research etch products and services are defined around the 2300^® etch series.

Dielectric Etch Products

     2300^® Exelan^®, 2300 ^® Exelan^® Flex™, and 2300^® Exelan^® Flex45™ systems. The Exelan family of dielectric etch products addresses volume manufacturing productivity requirements and enables customers to create advanced semiconductor devices. The 2300 Exelan Flex and 2300 Exelan Flex45 systems extend the capability of the 2300 Exelan family of products to address requirements for the 45 nm and below technology nodes. These systems are based on Lam Research’s patented Dual Frequency Confined^TM plasma technology, which enables in situ processing, where multiple chemistries can be run sequentially in the same process chamber.

     Upgrades to the 2300 Exelan product line provide enabling capability for etching smaller features and alternative dielectric materials as outlined in the semiconductor industry’s manufacturing roadmap.

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Conductor Etch Products

     2300^® Versys^®, 2300 ^® Versys^® Kiyo™, 2300^® Versys^® Kiyo45™, 2300^® Versys ^® Metal High Performance, and 2300^® Versys^® Metal45™ systems. The Versys family of products for etching silicon and metal films utilizes Lam Research’s patented Transformer Coupled Plasma™ source technology; a high-density, low-pressure plasma source that addresses leading-edge device structure requirements for etching features at the 45 nm and below technology nodes. The systems enable sequential step tuning of gas flow and wafer temperature, which allows in situ processing of multi-layer stacks. Advanced Chamber Control and Conditioning (AC3™) technology reduces processing drift and maintains the same chamber conditions for subsequent wafers.

Deep Silicon Etch Products

     TCP^® 9400DSiE™ and 2300^® Syndion™ systems. The TCP 9400DSiE employs Lam Research’s TCP technology to facilitate deep silicon etch processes used in micro-electro mechanical systems (MEMS), power device, and passive component fabrication. The TCP-based technology provides the process flexibility needed to address a broad range of requirements for the manufacture of MEMS devices.

     The 2300 Syndion, which also employs TCP technology, addresses 3-D IC through-silicon via (TSV) etch applications. TSVs provide the interconnects for die-to-die and wafer-to-wafer stacking, eliminating wire bonding to increase device packing density (smaller form factor) and improve performance (higher process speed and lower power requirements). Important for TSV applications, the Syndion’s TCP-based technology enables sequential processing the same chamber while ensuring etch rate uniformity and profile symmetry to prevent tilting. The technology also supports clean mode operation and provides bias voltage control for process repeatability.

Patterning Process

     During semiconductor device manufacturing, lithography processes establish the templates for patterns to be created during subsequent etch processes.

Patterning Products

     2300^® Motif ™ system. The 2300 Motif is a post-lithography pattern enhancement system that enables the creation of features as small as 10 nm by using plasma-based technology to deposit a thin film on printed photoresist holes and spaces. The film is created by applying multiple short etch-deposition cycles until the target feature size is achieved. This capability addresses a customer technology need for a solution enabling the creation of features two to three generations ahead of lithography. The system also simplifies optical proximity correction by improving the lithography profile and provides a cost-effective approach to extending lithography tool sets in select applications.

Clean Process

     The manufacture of semiconductor devices involves a series of processes such as etch and deposition, which leave particles and residues. The wafer must generally be cleaned following these steps to remove residues that could degrade device performance. Common wafer cleaning steps include post-etch/post-strip cleans and pre-diffusion/pre-deposition cleans (also referred to as “critical cleans”), during which the wafer surface is prepared for subsequent diffusion/deposition steps.

     For 65 nm technologies and below, defects transferred from the wafer edge bevel can significantly limit device yield. During device patterning, complex interactions of film deposition, lithography, etching, and chemical mechanical polishing (CMP) result in a wide range of unstable film stacks on the wafer edge. In subsequent process steps these film layers can produce defects that are transported to the device area of the wafer, and residues need to be removed from the wafer edge to eliminate these defect sources.

Wet Clean Products

     Confined Chemical Cleaning™ (C3™) single-wafer technology-based systems. At the 65 nm technology node and below, devices become more susceptible to damage from the chemical environment and mechanical forces of the cleaning process. Lam Research’s single-wafer wet cleaning system, based on the Company’s proprietary C3 technology, provides high-selectivity wafer cleaning with minimal mechanically induced damage and allows flexibility in selecting cleaning chemicals that minimize damage to device structures. Advanced drying technology integrated into the cleaning unit facilitates low-defect processing of hydrophobic materials, such as advanced low-κ dielectrics. Short contact times, enabled by an innovative chemical delivery mechanism to enhance the transport of chemicals to and from the wafer surface, minimize potential erosion or etching of delicate features on the wafer, while allowing for highly selective and efficient residue removal.

Bevel Clean Products

     2300^® Coronus^TM bevel clean system. The 2300 Coronus plasma-based bevel clean system is a plasma-based technology that allows control of the wafer edge at multiple steps during the device fabrication process by selectively removing films from the wafer edge using edge-confined plasma technology. Removal of these films at select points in the integration flow reduces defects and increases device yields. Precise control of the processing zone coupled with Lam Research’s Dynamic Alignment, which provides accurate wafer placement, ensures a repeatable processing area, wafer to wafer.

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9400DSiE, AC3, C3, Confined Chemical Cleaning, Coronus, Flex, Flex45, Kiyo, Kiyo45, Metal45, Motif, Syndion, and Transformer Coupled Plasma are trademarks of Lam Research Corporation. 2300, Exelan, the Lam Research logo, Lam Research, TCP, and Versys are registered trademarks of Lam Research Corporation.

Research and Development

     The market for semiconductor capital equipment is characterized by rapid technological change and product innovation. Our ability to obtain and maintain our competitive advantage depends in part on our continued and timely development of new products and enhancements to existing products. Accordingly, we devote a significant portion of our personnel and financial resources to R&D programs and seek to maintain close and responsive relationships with our customers and suppliers.

     Our R&D expenses during fiscal years 2007, 2006, and 2005 were $285.3 million, $229.4 million, and $195.3 million, respectively. The majority of spending is targeted at etch and plasma-based technology applications with an increasing proportion focused on adjacent markets, pre- and post-etch step opportunities, consistent with our multi-product growth strategy. We believe current challenges for customers in the pre- and post-etch applications present opportunities for us. We plan to leverage our extensive production experience in etch and strip into new products and new capabilities for our customers at the 65, 45, and 32 nm nodes, including post ion implantation strip, clean, and patterning.

     We expect to continue to make substantial investments in R&D to meet our customers’ product needs, support our growth strategy, and enhance our competitive position.

Marketing, Sales, and Service

     Our marketing, sales, and service efforts are focused on building long-term relationships with our customers and targeting product and service solutions designed to meet our customers’ needs. These efforts are supported by a team of product marketing and sales professionals as well as equipment and process engineers who work closely with individual customers to develop solutions for their wafer processing needs. We maintain ongoing service relationships with our customers and have an extensive network of field service engineers in place throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific. We believe that comprehensive support programs and close working relationships with customers are essential to maintaining high customer satisfaction and our competitiveness in the marketplace.

     We offer standard warranties for our systems that generally run for a period of 12 months from system acceptance, not to exceed 14 months from shipment of the system to the customer. The warranty provides that systems shall be free from defects in material and workmanship and conform to our published specifications. The warranty is limited to repair of the defect or replacement with new or like-new equivalent goods and is valid when the buyer provides prompt notification within the warranty period of the claimed defect or non-conformity and also makes the items available for inspection and repair. We also offer extended warranty packages to our customers to purchase as desired.

Export Sales

     A significant portion of our sales and operations occur outside the United States and, therefore, may be subject to certain risks, including but not limited to tariffs and other barriers, difficulties in staffing and managing non-U.S. operations, adverse tax consequences, exchange rate fluctuations, changes in currency controls, compliance with U.S. and international laws and regulations, including U.S. export restrictions, and economic and political conditions. There can be no assurance that any of these factors will not have a material adverse effect on our business, financial position, and results of operations and cash flows. Revenue by region was as follows:

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
			(in thousands)
Revenue:
United States	$	408,631	$	238,009	$	234,112
Europe		237,716		208,369		184,014
Asia Pacific		451,487		193,181		292,501
Taiwan		573,875		277,731		289,532
Korea		531,310		366,939		280,605
Japan		363,557		357,942		221,689
Total revenue	$	2,566,576	$	1,642,171	$	1,502,453

     Please see Note 21, “Segment, Geographic Information and Major Customers”, to Consolidated Financial Statements for a description of the geographic locations of long-lived assets.

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Customers

     Our customers include many of the world’s leading semiconductor manufacturers. Customers continue to establish joint ventures, alliances and licensing arrangements, which have the potential to positively or negatively impact our competitive position and market opportunity. In fiscal year 2007, revenues from Hynix Semiconductor and Samsung Electronics Company, Ltd., each accounted for approximately 14% of total revenues. In fiscal year 2006, revenues from Samsung Electronics Company, Ltd., accounted for approximately 15% of total revenues and revenues from Toshiba Corporation accounted for approximately 12% of total revenues. In fiscal year 2005, revenues from Samsung Electronics Company, Ltd., accounted for approximately 13% of total revenues.

     A material reduction in orders from our customers in the semiconductor industry could adversely affect our results of operations and projected financial condition. Our business depends upon the expenditures of semiconductor manufacturers. Semiconductor manufacturers’ businesses, in turn, depend on many factors, including their economic capability, the current and anticipated market demand for integrated circuits and the availability of equipment capacity to support that demand.

Backlog

     Our unshipped orders backlog includes orders for systems, spares, and services where written customer requests have been accepted and the delivery of products or provision of services is anticipated within the next 12 months. Our policy is to revise our backlog for order cancellations and to make adjustments to reflect, among other things, spares volume estimates and customer delivery date changes. In general, we schedule production of our systems based upon purchase orders in backlog and our customers’ delivery requirements. Included in our systems backlog are orders for which written requests have been accepted, prices and product specifications have been agreed upon, and shipment of systems is expected within one year. The spares and services backlog includes customer orders for products that have not yet shipped and for services that have not yet been provided. Where specific spare parts and customer service purchase contracts do not contain discrete delivery dates, we use volume estimates at the contract price and over the contract period, not exceeding 12 months, in calculating backlog amounts.

     As of June 24, 2007 and June 25, 2006, our backlog was approximately $643 million and $521 million, respectively. Generally, orders for our products and services are subject to cancellation by our customers with limited penalties. Because some orders are received for shipments in the same quarter and due to possible customer changes in delivery dates and cancellations of orders, our backlog at any particular date is not necessarily indicative of business volumes nor actual revenue levels for succeeding periods.

Manufacturing

     Our manufacturing operations consist mainly of assembling and testing components, sub-assemblies, and modules that are then integrated into finished systems prior to shipment to or at the location of our customers. Most of the assembly and testing of our products is conducted in cleanroom environments.

     We have agreements with third parties to outsource certain aspects of our manufacturing, production warehousing, and logistics functions. We believe that these outsourcing contracts provide us more flexibility to scale our operations up or down in a more timely and cost effective manner, enabling us to respond to the cyclical nature of our business. We believe that we have selected reputable providers and have secured their performance on terms documented in written contracts. However, it is possible that one or more of these providers could fail to perform as we expect, and such failure could have an adverse impact on our business and have a negative effect on our operating results and financial condition. Overall, we believe we have effective mechanisms to manage risks associated with our outsourcing relationships. Refer to Note 16 of our Consolidated Financial Statements, included in Item 8 herein, for further information concerning our outsourcing commitments.

     Certain components and sub-assemblies included in our products are only obtained from a single supplier. We believe that, in many cases, alternative sources could be obtained and qualified to supply these products. Nevertheless, a prolonged inability to obtain these components could have an adverse effect on our operating results and could unfavorably impact our customer relationships.

Environmental Matters

     We are subject to a variety of governmental regulations related to the management of hazardous materials. We are currently not aware of any pending notices of violation, fines, lawsuits, or investigations arising from environmental matters that would have any material effect on our business. We believe that we are in general compliance with these regulations and that we have obtained (or will obtain or are otherwise addressing) all necessary environmental permits to conduct our business. Nevertheless, the failure to comply with present or future regulations could result in fines being imposed on us, suspension of production, and cessation of our operations or reduction in our customers’ acceptance of our products. These regulations could require us to alter our current operations, to acquire significant equipment, or to incur substantial other expenses to comply with environmental regulations. Our failure to control the use, sale, transport or disposal of hazardous substances could subject us to future liabilities.

7

Employees

     As of March 10, 2008, we had approximately 3,000 regular full-time employees.

     Each of our employees is required to sign an agreement to maintain the confidentiality of our proprietary information. All employees are required to sign an acknowledgement that they have read and agree to abide by a statement of standards of business conduct. In the semiconductor and semiconductor equipment industries, competition for highly skilled employees is intense. Our future success depends, to a significant extent, upon our continued ability to attract and retain qualified employees particularly in the R&D and customer support functions.

Competition

     The semiconductor capital equipment industry is characterized by rapid change and is highly competitive throughout the world. To compete effectively, we invest significant financial resources to continue to strengthen and enhance our product and services portfolio and to maintain customer service and support locations globally. Semiconductor manufacturers evaluate capital equipment suppliers in many areas, including, but not limited to, process performance, productivity, customer support, defect control, and overall cost of ownership, which can be affected by many factors such as equipment design, reliability, software advancements, etc. Our ability to succeed in the marketplace will depend upon our ability to maintain existing products and introduce product enhancements and new products on a timely basis. In addition, semiconductor manufacturers must make a substantial investment to qualify and integrate new capital equipment into semiconductor production lines. As a result, once a semiconductor manufacturer has selected a particular supplier’s equipment and qualified it for production, the manufacturer generally maintains that selection for that specific production application and technology node provided that there is demonstrated performance to specification by the installed base. Accordingly, we may experience difficulty in selling to a given customer if that customer has qualified a competitor’s equipment. We must also continue to meet the expectations of our installed base of customers through the delivery of high-quality and cost-efficient spare parts in the presence of third-party spares provider competition. We face significant competition with all of our products and services. Certain of our existing and potential competitors have substantially greater financial resources and larger engineering, manufacturing, marketing, and customer service and support organizations than we do. We expect our competitors to continue to improve the design and performance of their current products and processes and to introduce new products and processes with enhanced price/performance characteristics. If our competitors make acquisitions or enter into strategic relationships with leading semiconductor manufacturers, or other entities, covering products similar to those we sell, our ability to sell our products to those customers could be adversely affected. There can be no assurance that we will continue to compete successfully in the future. Our primary competitors in the etch market are Tokyo Electron, Ltd. and Applied Materials, Inc.

Patents and Licenses

     Our policy is to seek patents on inventions relating to new or enhanced products and processes developed as part of our ongoing research, engineering, manufacturing, and support activities. We currently hold a number of United States and foreign patents covering various aspects of our products and processes. We believe that the duration of our patents generally exceeds the useful life of the technologies and processes disclosed and claimed therein. Our patents, which cover material aspects of our past and present core products, have current durations ranging from approximately 1 to 20 years. We believe that, although the patents we own and may obtain in the future will be of value, they will not alone determine our success, which depends principally upon our engineering, marketing, support, and delivery skills. However, in the absence of patent protection, we may be vulnerable to competitors who attempt to imitate our products, manufacturing techniques, and processes. In addition, other companies and inventors may receive patents that contain claims applicable or similar to our products and processes. The sale of products covered by patents of others could require licenses that may not be available on terms acceptable to us, or at all. For further discussion of legal matters, see Item 3, “Legal Proceedings,” of this Annual Report on Form 10-K as of and for the year ended June 24, 2007 (the “2007 Form 10-K).

Recent Acquisitions

     During the quarter ended December 24, 2006, we acquired the U.S. silicon growing and silicon fabrication assets of Bullen Ultrasonics, Inc. We were the largest customer of the Bullen Ultrasonics silicon business. The silicon business has become a division of Lam Research post-acquisition.

     The acquisition includes assets related to Bullen Ultrasonics’ silicon growing and silicon fabrication business, including assets of Bullen Ultrasonics and Bullen Semiconductor (Suzhou) Co., Ltd., a wholly foreign-owned enterprise established in Suzhou, Jiangsu, People’s Republic of China (PRC). The closing of the U.S. asset acquisition occurred on November 13, 2006. The acquisition of the Suzhou assets has not yet occurred as of the date of this filing. The assets acquired consist of fixtures, intellectual property, equipment, inventory, material and supplies, contracts relating to the conduct of the business, certain licenses and permits issued by government authorities for use in connection with the operations of Eaton, Ohio and Suzhou manufacturing facilities, real property and leaseholds connected with such facilities, data and records related to the operation of the silicon growing and silicon fabrication business and certain proprietary rights.

     Pursuant to the First Amendment to the Asset Purchase Agreement dated October 5, 2006, the parties to the Asset Purchase Agreement agreed that the closing of the sale of the Suzhou assets would take place within 5 business days following receipt by the parties of all necessary approvals, consents and authorizations of governmental and provincial authorities in the PRC and satisfaction of other customary conditions and covenants. We will pay the $2.5 million purchase price for the Suzhou assets upon the receipt of the approvals and satisfaction of conditions noted above.

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     The acquisition supports the competitive position and capability primarily of our dielectric Etch products by providing access to and control of critical intellectual property and manufacturing technology related to the production of silicon parts in our processing chambers. We funded the purchase price of the acquisition with existing cash resources.

     See the description of our acquisition of SEZ Holding AG under the heading “Subsequent Events” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this 2007 Form 10-K.

Other Cautionary Statements

     See the discussion of risks in the section of this 2007 Form 10-K entitled Item 1A, “Risk Factors” and elsewhere in this report.

EXECUTIVE OFFICERS OF THE COMPANY

     As of March 10, 2008, the executive officers of Lam Research were as follows:

Name	Age		Title
James W. Bagley		69	Executive Chairman
Stephen G. Newberry		54	President and Chief Executive Officer
Martin B. Anstice		40	Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Ernest E. Maddock		49	Senior Vice President, Global Operations
Abdi Hariri		47	Group Vice President, Customer Support Business Group
Richard A. Gottscho		55	Group Vice President and General Manager, Etch Businesses
Thomas J. Bondur		40	Vice President, Global Field Operations

     James W. Bagley became Chief Executive Officer and a Director of the Company with the merger of Lam Research and OnTrak Systems, Inc., in 1997. Effective September 1, 1998, he was appointed Chairman of the Board. On June 27, 2005, Mr. Bagley transitioned from Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board of Lam Research. Mr. Bagley currently is a director of Teradyne, Inc. and Micron Technology, Inc. From June 1996 to August 1997, Mr. Bagley served as Chairman of the Board and Chief Executive Officer of OnTrak Systems, Inc. He was formerly Chief Operating Officer and Vice Chairman of the Board of Applied Materials, Inc., where he also served in other senior executive positions during his 15-year tenure. Mr. Bagley held various management positions at Texas Instruments, Inc., before he joined Applied Materials, Inc.

     Stephen G. Newberry joined the Company in August 1997 as Executive Vice President and Chief Operating Officer. He was appointed President and Chief Operating Officer of Lam Research in July 1998 and President and Chief Executive Officer in June 2005. Mr. Newberry currently serves as a director of Lam Research Corporation and of SEMI, the industry’s trade association. Prior to joining Lam Research, Mr. Newberry served as Group Vice President of Global Operations and Planning at Applied Materials, Inc. During his 17 years at Applied Materials, he held various positions in manufacturing, product development, sales and marketing, and customer service. Mr. Newberry is a graduate of the U.S. Naval Academy (BS Ocean Engineering) and the Harvard Graduate School of Business (Program for Management Development) and served five years in naval aviation prior to joining Applied Materials.

     Martin B. Anstice joined Lam Research in April 2001 as Senior Director, Operations Controller, was promoted to the position of Managing Director and Corporate Controller in May 2002, and was promoted to Group Vice President, Chief Financial Officer, and Chief Accounting Officer in June 2004 and named Senior Vice President, Chief Financial Officer and Chief Accounting Officer in March 2007. Mr. Anstice began his career at Raychem Corporation where, during his 13-year tenure, he held numerous finance roles of increasing responsibility in Europe and North America. Subsequent to Tyco International’s acquisition of Raychem in 1999, he assumed responsibilities supporting mergers and acquisition activities of Tyco Electronics. Mr. Anstice is an associate member of the Chartered Institute of Management Accountants in the United Kingdom.

     Ernest E. Maddock, Senior Vice President of Global Operations since March 2007 and previously Group Vice President of Global Operations since October 2003, currently oversees Global Operations which consists of: Information Technology, Global Supply Chain, Production Operations, Corporate Quality, Global Security, Global Real Estate & Facilities. Additionally, Mr. Maddock heads Bullen Semiconductor, a division of Lam Research. Mr. Maddock joined the Company in November 1997. Mr. Maddock’s previously held positions with the Company include Vice President of the Customer Support Business Group. Prior to his employment with Lam Research, he was Managing Director, Global Logistics and Repair Services Operations, and Chief Financial Officer, Software Products Division, of NCR Corporation. He has also held a variety of executive roles in finance and operations in several industries ranging from commercial real estate to telecommunications.

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     Abdi Hariri was named Group Vice President of the Customer Support Business Group in March 2007. Prior to his current position, Mr. Hariri had been Vice President and General Manager of the Customer Support Business Group since August 2004. Mr. Hariri previously served as the General Manager of Lam Research Co. Ltd. (Japan) for approximately 18 months and has served in a number of different assignments with the Field Sales and Product Groups. His experience prior to his appointment in Japan included over 13 years at the Company with various responsibilities, including global business development and engineering. Prior to his employment at Lam Research, Mr. Hariri served as a Process Engineer at Siliconix, Inc. He holds a Masters Degree in Chemical Engineering from Stanford University.

     Richard A. Gottscho, Group Vice President and General Manager, Etch Products since March 2007, joined the Company in January 1996 and has served at various Director and Vice President levels in support of etch products, CVD products, and corporate research. Prior to joining Lam Research, Dr. Gottscho was a member of Bell Laboratories for 15 years where he started his career working in plasma processing. During his tenure at Bell, he headed research departments in electronics materials, electronics packaging, and flat panel displays. Dr. Gottscho is the author of numerous papers, patents, and lectures in plasma processing and process control. He is a recipient of the American Vacuum Society’s Peter Mark Memorial Award and is a fellow of the American Physical and American Vacuum Societies, has served on numerous editorial boards of refereed technical publications, program committees for major conferences in plasma science and engineering, and was vice-chair of a National Research Council study on plasma science in the 1980s. Dr. Gottscho earned Ph.D. and B.S. degrees in physical chemistry from the Massachusetts Institute of Technology and the Pennsylvania State University, respectively.

     Thomas J. Bondur, Vice President, Global Field Operations since March 2007, joined Lam in August 2001 and has served in various roles in business development and field operations in Europe and the United States. Prior to joining Lam Research, Mr. Bondur spent eight years in the semiconductor industry with Applied Materials in various roles in Santa Clara and France including Sales, Business Management and Process Engineering. Mr. Bondur holds a degree in Business from the State University of New York.

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     Item 1A. Risk Factors

     In addition to the other information in this 2007 Form 10-K, the following risk factors should be carefully considered in evaluating the Company and its business because such factors may significantly impact our business, operating results, and financial condition. As a result of these risk factors, as well as other risks discussed in our other SEC filings, our actual results could differ materially from those projected in any forward-looking statements. No priority or significance is intended, nor should be attached, to the order in which the risk factors appear.

The Results of Our Independent Committee Review of Our Historical Stock Option Practices and Resulting Restatements May Continue to Have Adverse Effects on Our Financial Results.

     The review by a special committee of our Board of Directors consisting of two independent Board members (the “Independent Committee”) of our historical stock option practices and the resulting restatement of our historical financial statements have required us to expend significant management time and incur significant accounting, legal, and other expenses during fiscal year 2008. The resulting restatements have had a material adverse effect on our results of operations. We have restated our historical results of operations to record additional non-cash, stock-based compensation expense of $95.2 million in the aggregate for the periods from fiscal 1997 to fiscal 2006 (excluding the impact of related payroll and income taxes). We expect to amortize less than $0.1 million of compensation expense under Financial Accounting Standards No. 123 (revised), “Share-Based Payment” (“SFAS No. 123R”) in periods subsequent to fiscal year 2006 to properly account for previously issued stock options with deemed incorrect measurement dates. Furthermore, to address potential adverse tax consequences certain of our employees have incurred or may incur as a result of the issuance and/or exercise of misdated stock options, we will take remedial actions to make such employees, including our Chief Executive Officer and other affected executive officers, whole for any or all such additional tax liabilities currently estimated to be in the range of approximately $50 million to $55 million. Such actions may cause us to incur additional cash or noncash compensation expense. See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatements of Consolidated Financial Statements,” to Notes to Consolidated Financial Statements of this 2007 Form 10-K for further discussion.

We May Be Subject to the Risks of Lawsuits in Connection With Our Historical Stock Option Practices, the Resulting Restatements, and the Remedial Measures We Have Taken.

     We, and our current and former directors and officers, may become the subject of government inquiries, shareholder derivative and class action lawsuits and other legal proceedings relating to our historical stock option practices and resulting restatements in the future. We have received a letter from a stockholder demanding that our Board of Directors take certain actions, including potentially legal action, in connection with our historical stock option practices, and threatening to sue if our Board of Directors does not comply with the stockholder’s demands. Our Board of Directors is currently reviewing the letter. We may also be subject to other kinds of lawsuits. Should any of these events occur, they could require us to expend significant management time and incur significant accounting, legal and other expenses. This could divert attention and resources from the operation of our business and adversely affect our financial condition and results of operations. In addition, the ultimate outcome of these potential actions could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price for our securities. Litigation may be time-consuming, expensive and disruptive to normal business operations, and the outcome of litigation is difficult to predict. The defense of these potential lawsuits could result in significant expenditures.

     Subject to certain limitations, we are obliged to indemnify our current and former directors, officers and employees in connection with any government inquiry or litigation related to our historical stock option practices that may arise. We currently hold insurance policies for the benefit of our directors and officers, although there can be no assurance that the insurance would cover all of the expenses that would be associated with any proceedings.

Judgment and Estimates Utilized by Us in Determining Stock Option Grant Dates and Related Adjustments may be Subject to Change due to Subsequent SEC Guidance or Other Disclosure Requirements.

     In determining the restatement adjustments in connection with the stock option review, management used all reasonably available relevant information to form conclusions it believes are appropriate as to the most likely option granting actions that occurred, the dates when such actions occurred, and the determination of grant dates for financial accounting purposes based on when the requirements of the accounting standards were met. We considered various alternatives throughout the course of the review and restatement, and we believe the approaches used were the most appropriate, and that the choices of measurement dates used in our review of stock option grant accounting and restatement of our financial statements were reasonable and appropriate in our circumstances. However, the SEC may issue additional guidance on disclosure requirements related to the financial impact of past stock option grant measurement date errors that may require us to amend this filing or other filings with the SEC to provide additional disclosures pursuant to such additional guidance. Any such circumstance could also lead to future delays in filing our subsequent SEC reports and delisting of our Common Stock from the NASDAQ Global Select Market. Furthermore, if we are subject to adverse findings in any of these matters, we could be required to pay damages or penalties or have other remedies imposed upon us which could harm our business, financial condition, and results of operations.

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We Have not Been in Compliance With SEC Reporting Requirements and NASDAQ Listing Requirements. If We are Unable to Attain Compliance With, or Thereafter Remain in Compliance With SEC Reporting Requirements and NASDAQ Listing Requirements, There may be a Material Adverse Effect on Our Business and Our Stockholders.

     As a consequence of the Independent Committee review of our historical stock option practices and resulting restatements of our financial statements, we have not been able to file our periodic reports with the SEC on a timely basis and continue to face the possibility of delisting of our stock from the NASDAQ Global Select Market. We have now filed this 2007 Form 10-K and we believe that this filing, together with the expected filing of the Quarterly Report on Form 10-Q as of and for the quarter ended September 23, 2007 (the “First Quarter 2008 Form 10-Q”) and the Quarterly Report on Form 10-Q as of and for the quarter ended December 23, 2007 (the “Second Quarter 2008 Form 10-Q”) with the SEC will remediate the Company’s non-compliance with Marketplace Rule 4310(c) (14), subject to the affirmative completion by the NASDAQ Stock Market Inc. (“NASDAQ”) of its compliance protocols and its notification to the Company accordingly. However, if NASDAQ disagrees with the Company’s position or if the SEC disagrees with the manner in which the financial impact of past stock option grants have been accounted for and reported, or not reported, there could be further delays in filing subsequent SEC reports or other actions that might result in delisting of the Company’s Common Stock from the NASDAQ Global Select Market.

          See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatements of Consolidated Financial Statements,” to Consolidated Financial Statements of this 2007 10-K for further discussion. Until we have returned to full compliance with SEC reporting requirements and NASDAQ listing requirements, the possibility of a NASDAQ delisting exists. If this happens, the price of our stock and the ability of our stockholders to trade in our stock would be adversely affected. In addition, we would be subject to a number of restrictions regarding the registration of our stock under federal securities laws, and we would not be able to allow our employees to exercise their outstanding options, which could adversely affect our business and results of operations.

          As a result of the delayed filings of our Quarterly Report on Form 10-Q for the quarters ended September 23, 2007 and December 23, 2007, as well as of this 2007 Form 10-K, we will be ineligible to register our securities on Form S-3 for sale by us or resale by others until one year from the date the last delinquent filing is made. We may use Form S-1 to raise capital or complete acquisitions, but doing so could increase transaction costs and adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.

It may be Difficult or More Costly to Obtain Director and Officer Liability Insurance Coverage as a Result of Our Stock Option Restatement.

          The issues arising from our restatement may make it more difficult to obtain director and officer liability insurance coverage in the future. If we are able to obtain this coverage, it could be significantly more costly than in the past, which could have an adverse effect on our financial results and cash flow. If we are unable to secure appropriate director and officer liability insurance coverage on reasonable terms, our directors and officers could face increased risks of personal liability in connection with the performance of their duties. In that event, we believe we could have difficulty attracting and retaining qualified directors and officers, which could adversely affect our business.

Our Quarterly Revenues and Operating Results Are Unpredictable

     Our revenues and operating results may fluctuate significantly from quarter to quarter due to a number of factors, not all of which are in our control. We manage our expense levels based in part on our expectations of future revenues. If revenue levels in a particular quarter do not meet our expectations, our operating results may be adversely affected. Because our operating expenses are based in part on anticipated future revenues, and a certain amount of those expenses are relatively fixed, a change in the timing of recognition of revenue and/or the level of gross profit from a single transaction can unfavorably affect operating results in a particular quarter. Factors that may cause our financial results to fluctuate unpredictably include, but are not limited to:

• economic conditions in the electronics and semiconductor industries generally and the equipment industry specifically;

• the extent that customers use our products and services in their business;

• timing of customer acceptances of equipment;

• the size and timing of orders from customers;

• customer cancellations or delays in our shipments, installations, and/or acceptances;

• changes in average selling prices, customer mix, and product mix;

• our ability in a timely manner to develop, introduce and market new, enhanced, and competitive products;

• our competitors’ introduction of new products;

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• legal or technical challenges to our products and technology;

• changes in import/export regulations;

• transportation, communication, demand, information technology or supply disruptions based on factors outside our control such as acts of God, wars, terrorist activities, and natural disasters;

• legislative, tax, accounting, or regulatory changes or changes in their interpretation;

• procurement shortages;

• manufacturing difficulties;

• the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations;

• changes in our estimated effective tax rate;

• new or modified accounting regulations and practices; and

• exchange rate fluctuations.

     Further, because a significant amount of our R&D and administrative operations and capacity is located at our Fremont, California campus, natural, physical, logistical or other events or disruptions affecting these facilities (including labor disruptions, earthquakes, and power failures) could adversely impact our financial performance.

We Derive Our Revenues Primarily from a Relatively Small Number of High-Priced Systems

     System sales constitute a significant portion of our total revenue. Our systems can typically range in price up to approximately $6 million per unit, and our revenues in any given quarter are dependent upon the acceptance of a rather limited number of such systems. As a result, the inability to declare revenue on even a few systems can cause a significant adverse impact on our revenues for that quarter.

Variations in the Amount of Time it Takes for Our Customers to Accept Our Systems May Cause Fluctuation in Our Operating Results

     We generally recognize revenue for new system sales on the date of customer acceptance or the date the contractual customer acceptance provisions lapse. As a result, the fiscal period in which we are able to recognize new systems revenues is typically subject to the length of time that our customers require to evaluate the performance of our equipment after shipment and installation, which could cause our quarterly operating results to fluctuate.

The Semiconductor Equipment Industry is Volatile and Reduced Product Demand Has a Negative Impact on Shipments

     Our business depends on the capital equipment expenditures of semiconductor manufacturers, which in turn depend on the current and anticipated market demand for integrated circuits and products using integrated circuits. The semiconductor industry is cyclical in nature and historically experiences periodic downturns. Business conditions historically have changed rapidly and unpredictably.

     Fluctuating levels of investment by semiconductor manufacturers could continue to materially affect our aggregate shipments, revenues and operating results. Where appropriate, we will attempt to respond to these fluctuations with cost management programs aimed at aligning our expenditures with anticipated revenue streams, which sometimes result in restructuring charges. Even during periods of reduced revenues, we must continue to invest in research and development and maintain extensive ongoing worldwide customer service and support capabilities to remain competitive, which may temporarily harm our financial results.

We Depend on New Products and Processes for Our Success. Consequently, We are Subject to Risks Associated with Rapid Technological Change

     Rapid technological changes in semiconductor manufacturing processes subject us to increased pressure to develop technological advances enabling such processes. We believe that our future success depends in part upon our ability to develop and offer new products with improved capabilities and to continue to enhance our existing products. If new products have reliability or quality problems, our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional service and warranty expenses. We may be unable to develop and manufacture new products successfully or new products that we introduce may fail in the marketplace. Our failure to complete commercialization of these new products in a timely manner could result in unanticipated costs and inventory obsolescence, which would adversely affect our financial results.

     In order to develop new products and processes, we expect to continue to make significant investments in R&D and to pursue joint development relationships with customers, suppliers or other members of the industry. We must manage product transitions and joint development relationships successfully, as introduction of new products could adversely affect our sales of existing products. Moreover, future technologies, processes or product developments may render our current product offerings obsolete, leaving us with non-competitive products, or obsolete inventory, or both.

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We are Subject to Risks Relating to Product Concentration and Lack of Product Revenue Diversification

     We derive a substantial percentage of our revenues from a limited number of products, and we expect these products to continue to account for a large percentage of our revenues in the near term. Continued market acceptance of these products is, therefore, critical to our future success. Our business, operating results, financial condition, and cash flows could therefore be adversely affected by:

• a decline in demand for even a limited number of our products;

• a failure to achieve continued market acceptance of our key products;

• export restrictions or other regulatory or legislative actions which limit our ability to sell those products to key customer or market segments;

• an improved version of products being offered by a competitor in the market in which we participate;

• increased pressure from competitors that offer broader product lines;

• technological change that we are unable to address with our products; or

• a failure to release new or enhanced versions of our products on a timely basis.

     In addition, the fact that we offer a more limited product line creates the risk that our customers may view us as less important to their business than our competitors that offer additional products as well. This may impact our ability to maintain or expand our business with certain customers. Such product concentration may also subject us to additional risks associated with technology changes. Since we are primarily a provider of etch equipment, our business is affected by our customers’ use of etching steps in their processes. Should technologies change so that the manufacture of semiconductor chips requires fewer etching steps, this might have a larger impact on our business than it would on the business of our less concentrated competitors.

We Have a Limited Number of Key Customers

     Sales to a limited number of large customers constitute a significant portion of our overall revenue, new orders and profitability. As a result, the actions of even one customer may subject us to revenue swings that are difficult to predict. Similarly, significant portions of our credit risk may, at any given time, be concentrated among a limited number of customers, so that the failure of even one of these key customers to pay its obligations to us could significantly impact our financial results.

Strategic Alliances May Have Negative Effects on Our Business

     Increasingly, semiconductor companies are entering into strategic alliances with one another to expedite the development of processes and other manufacturing technologies. Often, one of the outcomes of such an alliance is the definition of a particular tool set for a certain function or a series of process steps that use a specific set of manufacturing equipment. While this could work to our advantage if Lam Research’s equipment becomes the basis for the function or process, it could work to our disadvantage if a competitor’s tools or equipment become the standard equipment for such function or process. In the latter case, even if Lam Research’s equipment was previously used by a customer, that equipment may be displaced in current and future applications by the tools standardized by the alliance.

     Similarly, our customers may team with, or follow the lead of, educational or research institutions that establish processes for accomplishing various tasks or manufacturing steps. If those institutions utilize a competitor’s equipment when they establish those processes, it is likely that customers will tend to use the same equipment in setting up their own manufacturing lines. These actions could adversely impact our market share and subsequent business.

We are Dependent Upon a Limited Number of Key Suppliers

     We obtain certain components and sub-assemblies included in our products from a single supplier or a limited group of suppliers. We have established long-term contracts with many of these suppliers. These long-term contracts can take a variety of forms. We may renew these contracts periodically. In some cases, these suppliers sold us products during at least the last four years, and we expect that we will continue to renew these contracts in the future or that we will otherwise replace them with competent alternative suppliers. However, several of our suppliers are relatively new providers to us so that our experience with them and their performance is limited. Where practical, our intent is to establish alternative sources to mitigate the risk that the failure of any single supplier will adversely affect our business. Nevertheless, a prolonged inability to obtain certain components could impair our ability to ship products, lower our revenues and thus adversely affect our operating results and result in damage to our customer relationships.

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Our Outsource Providers May Fail to Perform as We Expect

     Outsource providers have played and will play key roles in our manufacturing operations and in many of our transactional and administrative functions, such as information technology, facilities management, and certain elements of our finance organization. Although we aim at selecting reputable providers and secure their performance on terms documented in written contracts, it is possible that one or more of these providers could fail to perform as we expect and such failure could have an adverse impact on our business.

     In addition, the expansive role of outsource providers has required and will continue to require us to implement changes to our existing operations and to adopt new procedures to deal with and manage the performance of these outsource providers. Any delay or failure in the implementation of our operational changes and new procedures could adversely affect our customer relationships and/or have a negative effect on our operating results.

Once a Semiconductor Manufacturer Commits to Purchase a Competitor’s Semiconductor Manufacturing Equipment, the Manufacturer Typically Continues to Purchase that Competitor’s Equipment, Making it More Difficult for Us to Sell Our Equipment to that Customer

     Semiconductor manufacturers must make a substantial investment to qualify and integrate wafer processing equipment into a semiconductor production line. We believe that once a semiconductor manufacturer selects a particular supplier’s processing equipment, the manufacturer generally relies upon that equipment for that specific production line application. Accordingly, we expect it to be more difficult to sell to a given customer if that customer initially selects a competitor’s equipment.

We are Subject to Risks Associated with Our Competitors’ Strategic Relationships and Their Introduction of New Products and We May Lack the Financial Resources or Technological Capabilities of Certain of Our Competitors Needed to Capture Increased Market Share

     We expect to face significant competition from multiple current and future competitors. We believe that other companies are developing systems and products that are competitive to ours and are planning to introduce new products, which may affect our ability to sell our existing products. We face a greater risk if our competitors enter into strategic relationships with leading semiconductor manufacturers covering products similar to those we sell or may develop, as this could adversely affect our ability to sell products to those manufacturers.

     We believe that to remain competitive we will require significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product and process R&D. Certain of our competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing, and customer service and support resources than we do and therefore have the potential to increasingly dominate the semiconductor equipment industry. These competitors may deeply discount or give away products similar to those that we sell, challenging or even exceeding our ability to make similar accommodations and threatening our ability to sell those products. For these reasons, we may fail to continue to compete successfully worldwide.

     In addition, our competitors may provide innovative technology that may have performance advantages over systems we currently, or expect to, offer. They may be able to develop products comparable or superior to those we offer or may adapt more quickly to new technologies or evolving customer requirements. In particular, while we currently are developing additional product enhancements that we believe will address future customer requirements, we may fail in a timely manner to complete the development or introduction of these additional product enhancements successfully, or these product enhancements may not achieve market acceptance or be competitive. Accordingly, we may be unable to continue to compete in our markets, competition may intensify, or future competition may have a material adverse effect on our revenues, operating results, financial condition, and/or cash flows.

Our Future Success Depends on International Sales and the Management of Global Operations

     Non-U.S. sales accounted for approximately 84% in fiscal year 2007, 86% in fiscal year 2006 and 84% in fiscal year 2005 of our total revenue. We expect that international sales will continue to account for a significant portion of our total revenue in future years.

     We are subject to various challenges related to the management of global operations, and international sales are subject to risks including, but not limited to:

• trade balance issues;

• economic and political conditions;

• changes in currency controls;

• differences in the enforcement of intellectual property and contract rights in varying jurisdictions;

• our ability to develop relationships with local suppliers;

• compliance with U.S. and international laws and regulations, including U.S. export restrictions;

• fluctuations in interest and currency exchange rates;

• the need for technical support resources in different locations; and

• our ability to secure and retain qualified people for the operation of our business.

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     Certain international sales depend on our ability to obtain export licenses from the U.S. Government. Our failure or inability to obtain such licenses would substantially limit our markets and severely restrict our revenues. Many of the challenges noted above are applicable in China, which is a fast developing market for the semiconductor equipment industry and therefore an area of potential significant growth for our business. As the business volume between China and the rest of the world grows, there is inherent risk, based on the complex relationships between China, Taiwan, Japan, and the United States. Political and diplomatic influences might lead to trade disruptions which would adversely affect our business with China and/or Taiwan and perhaps the entire Asia region. A significant trade disruption in these areas could have a material, adverse impact on our future revenue and profits.

     We are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our sales and expenses are denominated in U.S. dollars except for certain of our revenues in Japan that are denominated in Japanese yen, certain of our spares and service contracts which are denominated in other currencies, and expenses related to our non-U.S. sales and support offices which are denominated in these countries’ local currency.

     We currently enter into foreign currency forward contracts to minimize the short-term impact of the exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen-denominated revenue where we currently believe our primary exposure to currency rate fluctuation lies and will continue to enter into hedging transactions, for the purposes outlined, in the foreseeable future. However, these hedging transactions may not achieve their desired effect because differences between the actual timing of customer acceptances and our forecasts of those acceptances may leave us either over- or under-hedged on any given transaction. Moreover, by hedging our yen-denominated assets with currency forward contracts, we may miss favorable currency trends that would have been advantageous to us but for the hedges. Additionally, we currently do not enter into such forward contracts for currencies other than the yen, and we therefore are subject to both favorable and unfavorable exchange rate fluctuations to the extent that we transact business (including intercompany transactions) in other currencies.

Our Financial Results May be Adversely Impacted by Higher than Expected Tax Rates or Exposure to Additional Income Tax Liabilities

     As a global company, our effective tax rate is highly dependent upon the geographic composition of worldwide earnings and tax regulations governing each region. We are subject to income taxes in both the United States and various foreign jurisdictions, and significant judgment is required to determine worldwide tax liabilities. Our effective tax rate could be adversely affected by changes in the split of earnings between countries with differing statutory tax rates, in the valuation of deferred tax assets, in tax laws or by material audit assessments, which could affect our profitability. In particular, the carrying value of deferred tax assets, which are predominantly in the United States, is dependent on our ability to generate future taxable income in the United States. In addition, the amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect our profitability.

A Failure to Comply with Environmental Regulations May Adversely Affect Our Operating Results

     We are subject to a variety of governmental regulations related to the discharge or disposal of toxic, volatile or otherwise hazardous chemicals. We believe that we are in general compliance with these regulations and that we have obtained (or will obtain or are otherwise addressing) all necessary environmental permits to conduct our business. These permits generally relate to the disposal of hazardous wastes. Nevertheless, the failure to comply with present or future regulations could result in fines being imposed on us, suspension of production, cessation of our operations or reduction in our customers’ acceptance of our products. These regulations could require us to alter our current operations, to acquire significant equipment or to incur substantial other expenses to comply with environmental regulations. Our failure to control the use, sale, transport or disposal of hazardous substances could subject us to future liabilities.

If We are Unable to Adjust the Scale of Our Business in Response to Rapid Changes in Demand in the Semiconductor Equipment Industry, Our Operating Results and Our Ability to Compete Successfully May be Impaired

     The business cycle in the semiconductor equipment industry has historically been characterized by frequent periods of rapid change in demand that challenge our management to adjust spending and resources allocated to operating activities. During periods of rapid growth or decline in demand for our products and services, we face significant challenges in maintaining adequate financial and business controls, management processes, information systems and procedures and in training, managing, and appropriately sizing our supply chain, our work force, and other components of our business on a timely basis. Our success will depend, to a significant extent, on the ability of our executive officers and other members of our senior management to identify and respond to these challenges effectively. If we do not adequately meet these challenges, our gross margins and earnings may be impaired during periods of demand decline, and we may lack the infrastructure and resources to scale up our business to meet customer expectations and compete successfully during periods of demand growth.

If We Choose to Acquire or Dispose of Product Lines and Technologies, We May Encounter Unforeseen Costs and Difficulties That Could Impair Our Financial Performance

     An important element of our management strategy is to review acquisition prospects that would complement our existing products, augment our market coverage and distribution ability, or enhance our technological capabilities. As a result, we may make acquisitions of complementary companies, products or technologies, such as our March 2008 acquisition of SEZ Holding AG, or we may reduce or dispose of certain product lines or technologies that no longer fit our long-term strategies. Managing an acquired business, disposing of product technologies or reducing personnel entails numerous operational and financial risks, including difficulties in assimilating acquired operations and new personnel or separating existing business or product groups,

16

diversion of management’s attention away from other business concerns, amortization of acquired intangible assets and potential loss of key employees or customers of acquired or disposed operations among others. We anticipate that our recent acquisition of SEZ will give rise to risks like these, as we integrate its operations with ours. There can be no assurance that we will be able to achieve and manage successfully any such integration of potential acquisitions, disposition of product lines or technologies, or reduction in personnel or that our management, personnel, or systems will be adequate to support continued operations. Any such inabilities or inadequacies could have a material adverse effect on our business, operating results, financial condition, and cash flows.

     In addition, any acquisitions could result in changes such as potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, the amortization of related intangible assets, and goodwill impairment charges, any of which could materially adversely affect our business, financial condition, and results of operations and/or the price of our Common Stock.

The Market for Our Common Stock is Volatile, Which May Affect Our Ability to Raise Capital or Make Acquisitions

     The market price for our Common Stock is volatile and has fluctuated significantly over the past years. The trading price of our Common Stock could continue to be highly volatile and fluctuate widely in response to factors, including but not limited to the following:

• general market, semiconductor, or semiconductor equipment industry conditions;

• global economic fluctuations;

• variations in our quarterly operating results;

• variations in our revenues or earnings from levels experienced by other companies in our industry or forecasts by securities analysts;

• announcements of restructurings, technological innovations, reductions in force, departure of key employees, consolidations of operations, or introduction of new products;

• government regulations;

• developments in, or claims relating to, patent or other proprietary rights;

• success or failure of our new and existing products;

• liquidity of Lam Research;

• disruptions with key customers or suppliers; or

• political, economic, or environmental events occurring globally or in any of our key sales regions.

     In addition, the stock market experiences significant price and volume fluctuations. Historically, we have witnessed significant volatility in the price of our Common Stock due in part to the actual or anticipated movement in interest rates and the price of and markets for semiconductors. These broad market and industry factors have and may again adversely affect the price of our Common Stock, regardless of our actual operating performance. In the past, following volatile periods in the price of stock, many companies became the object of securities class action litigation. If we are sued in a securities class action, we could incur substantial costs, and it could divert management’s attention and resources and have an unfavorable impact on the price for our Common Stock.

17

We Rely Upon Certain Critical Information Systems for the Operation of Our Business

     We maintain and rely upon certain critical Information Systems for the effective operation of our business. These Information Systems include telecommunications, the internet, our corporate intranet, various computer hardware and software applications, network communications, and e-mail. These Information Systems may be owned by us or by our outsource providers or even third parties such as vendors and contractors and may be maintained by us or by such providers and third parties. These Information Systems are subject to attacks, failures, and access denials from a number of potential sources including viruses, destructive or inadequate code, power failures, and physical damage to computers, hard drives, communication lines, and networking equipment. To the extent that these Information Systems are under our control, we have implemented security procedures, such as virus protection software and emergency recovery processes, to address the outlined risks. However, security procedures for Information Systems cannot be guaranteed to be failsafe and our inability to use or access these Information Systems at critical points in time could unfavorably impact the timely and efficient operation of our business.

Intellectual Property and Other Claims Against Us Can be Costly and Could Result in the Loss of Significant Rights Which are Necessary to Our Continued Business and Profitability

     Third parties may assert infringement, unfair competition or other claims against us. From time to time, other parties send us notices alleging that our products infringe their patent or other intellectual property rights. In addition, our Bylaws and indemnity obligations provide that we will indemnify officers and directors against losses that they may incur in legal proceedings resulting from their service to Lam Research. In such cases, it is our policy either to defend the claims or to negotiate licenses or other settlements on commercially reasonable terms. However, we may be unable in the future to negotiate necessary licenses or reach agreement on other settlements on commercially reasonable terms, or at all, and any litigation resulting from these claims by other parties may materially adversely affect our business and financial results. Moreover, although we seek to obtain insurance to protect us from claims and cover losses to our property, there is no guarantee that such insurance will fully indemnify us for any losses that we may incur.

We May Fail to Protect Our Proprietary Technology Rights, Which Could Affect Our Business

     Our success depends in part on our proprietary technology. While we attempt to protect our proprietary technology through patents, copyrights and trade secret protection, we believe that our success also depends on increasing our technological expertise, continuing our development of new systems, increasing market penetration and growth of our installed base, and providing comprehensive support and service to our customers. However, we may be unable to protect our technology in all instances, or our competitors may develop similar or more competitive technology independently. We currently hold a number of United States and foreign patents and pending patent applications. However, other parties may challenge or attempt to invalidate or circumvent any patents the United States or foreign governments issue to us or these governments may fail to issue patents for pending applications. In addition, the rights granted or anticipated under any of these patents or pending patent applications may be narrower than we expect or, in fact provide no competitive advantages.

We are Subject to the Internal Control Evaluation and Attestation Requirements of Section 404 of the Sarbanes-Oxley Act of 2002

     Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting and our audited financial statements as of the end of each fiscal year. Furthermore, our independent registered public accounting firm (the “Independent Registered Public Accounting Firm” or the “Firm”) is required to report on whether it believes we maintained, in all material respects, effective internal control over financial reporting as of the end of each fiscal year. We have successfully completed our assessment and obtained our Independent Registered Public Accounting Firm’s attestation as to the effectiveness of our internal control over financial reporting as of June 24, 2007. In future years, if we fail to timely complete this assessment, or if our Independent Registered Public Accounting Firm cannot timely attest to our assessment, we could be subject to regulatory sanctions and a loss of public confidence in our internal control. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations.

Our Independent Registered Public Accounting Firm Must Confirm Its Independence in Order for Us to Meet Our Regulatory Reporting Obligations on a Timely Basis

     Our Independent Registered Public Accounting Firm communicates with us at least annually regarding any relationships between the Firm and Lam Research that, in the Firm’s professional judgment, might have a bearing on the Firm’s independence with respect to us. If, for whatever reason, our Independent Registered Public Accounting Firm finds that it cannot confirm that it is independent of Lam Research based on existing securities laws and registered public accounting firm independence standards, we could experience delays or other failures to meet our regulatory reporting obligations.

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Item 1B. Unresolved Staff Comments

     None.

Item 2. Properties

     Our executive offices and principal operating and R&D facilities are located in Fremont, California, and are held under operating leases expiring from fiscal years 2008 to 2014. These leases generally include options to renew or purchase the facilities. Please see additional information under the heading “Subsequent Events” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this 2007 Form 10-K regarding renewal of these leases and entry into additional leases. In addition, we lease properties for our service, technical support and sales personnel throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific and own a manufacturing facility located in Eaton, Ohio. Our fiscal year 2007 rental payments for the space occupied during that period aggregated approximately $11 million. Our facilities lease obligations are subject to periodic increases, and we believe that our existing facilities are well-maintained and in good operating condition.

Item 3. Legal Proceedings

     From time to time, we have received notices from third parties alleging infringement of such parties’ patent or other intellectual property rights by our products. In such cases it is our policy to defend the claims, or if considered appropriate, negotiate licenses on commercially reasonable terms. However, no assurance can be given that we will be able to negotiate necessary licenses on commercially reasonable terms, or at all, or that any litigation resulting from such claims would not have a material adverse effect on our consolidated financial position, liquidity, operating results, or our consolidated financial statements taken as a whole.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     The information required by this Item with respect to the market price of the Company’s Common Stock, number of holders thereof, and payment of dividends is incorporated by reference from Item 6, “Selected Financial Data”, below.

     In October 2004, we announced that our Board of Directors had authorized the repurchase of up to $250 million of our Common Stock from the public market or in private purchases. The terms of the repurchase program permitted us to repurchase shares through September 30, 2007. In August 2005, we announced that our Board of Directors had authorized the repurchase of an additional $500 million of our Common Stock from the public market or private purchase. The terms of the repurchase program permitted us to repurchase shares through September 30, 2008. In February 2007, we announced that our Board of Directors had authorized the repurchase of up to an additional $750 million of our Common Stock from the public market or private purchase. The terms of the repurchase program permitted us to repurchase shares at a pace determined by management. We completed the repurchase of all amounts available under our share repurchase authorizations during the quarter ended June 24, 2007. Share repurchases under the authorizations were as follows:

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	Total Number				Total Number of Shares		Remaining Amount
	of Shares		Average		Purchased as Part of		Available Under
	Repurchased		Price Paid		Publicly Announced		the Repurchase
Period	(1)		per Share		Plans or Programs		Programs
	(in thousands, except per share data)
As of June 25, 2006		12,833	$	32.59		12,833	$	331,708
Quarter Ending September 24, 2006		27		40.20		—	$	331,708
Quarter Ending December 24, 2006		1,452		51.83		1,447	$	256,696
Additional authorization of up to $750 million — February 23, 2007		—		—		—	$	1,006,696
Quarter Ending March 25, 2007		5,221		45.78		5,214	$	768,006
March 26, 2007 - April 22, 2007		2,493		50.41		2,490	$	642,458
April 23, 2007 - May 20, 2007		7,842		53.86		7,841	$	220,135
May 21, 2007 - June 24, 2007		4,168		52.86		4,164	$	—
Total		34,036	$	44.13		33,989

(1) In addition to shares repurchased under Board authorized repurchase programs and included in this column are approximately 47,000 shares which the Company withheld through net share settlements during fiscal year 2007 upon the vesting of restricted stock unit awards under the Company’s equity compensation plans to cover tax withholding obligations.

20

     The following graph compares the cumulative five-year total return to stockholders on Lam Research’s Common Stock relative to the cumulative total returns of the NASDAQ Composite Index and the RDG Semiconductor Composite Index. An assumed investment of $100 (with reinvestment of all dividends) is to have been made in our Common Stock and in each of the indices on June 30, 2002 and its relative performance is tracked through June 30, 2007.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Lam Research Corporation, The NASDAQ Composite Index
And The RDG Semiconductor Composite Index

* $100 invested on 6/30/02 in stock or index-including reinvestment of dividends.   Fiscal year ending June 30.

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Item 6. Selected Financial Data

     The following tables include selected summary financial data for each of our last five fiscal years. As discussed in Note 3, “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements, our selected financial data as of and for the years ended June 25, 2006, June 26, 2005, June 27, 2004, and June 29, 2003, have been restated to correct our past accounting for stock option grants and other related adjustments. These data should be read in conjunction with Item 8, “Financial Statements and Supplementary Data”, and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this 2007 Form 10-K.

	Year Ended
	June 24,		June 25,		June 26,		June 27,		June 29,
	2007		2006		2005		2004		2003
			As reported		As reported		As reported		As reported
	(in thousands, except per share data)
OPERATIONS:
Total revenue	$	2,566,576	$	1,642,171	$	1,502,453	$	935,946	$	755,234
Gross margin		1,305,054		827,394		764,092		431,049		303,829
Restructuring charges, net		—		—		14,201		8,327		15,901
Operating income (loss)		778,660		406,265		391,002		106,180		(5,385	)
Loss on equity derivative contracts in Company stock (EITF 00-19)		—		—		—		—		(16,407	)
Net income (loss)		685,816		335,755		299,341		82,988		(7,739	)
Net income (loss) per share:
Basic	$	4.94	$	2.42	$	2.17	$	0.63	$	(0.06	)
Diluted	$	4.85	$	2.34	$	2.10	$	0.59	$	(0.06	)
BALANCE SHEET:
Working capital	$	743,563	$	1,140,143	$	865,703	$	519,782	$	655,794
Total assets		2,101,605		2,313,344		1,448,815		1,198,626		1,198,275
Long-term obligations, less current portion		252,487		350,969		2,786		9,554		332,209

	Year Ended
	June 24,		June 25,			June 26,			June 27,			June 29,
	2007		2006			2005			2004			2003
			Adjustments			Adjustments			Adjustments			Adjustments
	(in thousands, except per share data)
OPERATIONS:
Total revenue	$	—	$	—		$	—		$	—		$	—
Gross margin		—		(382	)		(628	)		(946	)		(2,749	)
Restructuring charges, net		—		—			—			—			—
Operating income (loss)		—		(1,497	)		(2,860	)		(9,387	)		(15,384	)
Loss on equity derivative contracts in Company stock (EITF 00-19)		—		—			—			—			—
Net income (loss)		—		(545	)		(2,089	)		(5,502	)		(10,442	)
Net income (loss) per share:
Basic	$	—	$	(0.00	)	$	(0.02	)	$	(0.04	)	$	(0.08	)
Diluted	$	—	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.08	)
BALANCE SHEET:
Working capital	$	—	$	(1,423	)	$	(28,333	)	$	(20,416	)	$	(16,923	)
Total assets		—		14,038			23,534			23,492			20,043
Long-term obligations, less current portion		—		—			—			—			—

See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 for an explanation of these adjustments.

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	Year Ended
	June 24,		June 25,		June 26,		June 27,		June 29,
	2007		2006		2005		2004		2003
			As restated		As restated		As restated		As restated
	(in thousands, except per share data)
OPERATIONS:
Total revenue	$	2,566,576	$	1,642,171	$	1,502,453	$	935,946	$	755,234
Gross margin		1,305,054		827,012		763,464		430,103		301,080
Restructuring charges, net(1)		—		—		14,201		8,327		15,901
Operating income (loss)(2)		778,660		404,768		388,142		96,793		(20,769	)
Loss on equity derivative contracts in Company stock (EITF 00-19)		—		—		—		—		(16,407	)
Net income (loss)		685,816		335,210		297,252		77,486		(18,181	)
Net income (loss) per share:
Basic	$	4.94	$	2.42	$	2.16	$	0.59	$	(0.14	)
Diluted(3)	$	4.85	$	2.33	$	2.09	$	0.54	$	(0.14	)
BALANCE SHEET:
Working capital	$	743,563	$	1,138,720	$	837,370	$	499,366	$	638,871
Total assets		2,101,605		2,327,382		1,472,349		1,222,118		1,218,318
Long-term obligations, less current portion		252,487		350,969		2,786		9,554		332,209

(1)	Restructuring charges, net exclude restructuring charges (recoveries) included in cost of goods sold and reflected in gross margin of $(1.7) million and $(1.0) million for fiscal years 2004 and 2003, respectively. Restructuring amounts included in cost of goods sold and reflected in gross margin primarily relate to the write-off of selected, older product line inventories in connection with our restructuring plans and partial recovery of the charges from the subsequent sale of a portion of such inventories. These restructuring charges/(recoveries) are included as a component of cost of goods sold in accordance with Emerging Issues Task Force 96-9, “Classification of Inventory Markdowns and Other Costs Associated with a Restructuring” (EITF 96-9). There were no restructuring charges or recoveries included in cost of goods sold in fiscal years 2007, 2006, and 2005. Fiscal year 2005 restructuring charges consist only of additional liabilities related to prior restructuring plans.
(2)	Operating income during the fiscal years ended June 24, 2007 and June 25, 2006 includes $35.6 million and $24.0 million, respectively, of equity-based compensation expense as a result of the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” at the beginning of fiscal year 2006.
(3)	Diluted net income per share for the fiscal year ended June 27, 2004 includes the assumed conversion of the convertible subordinated 4% notes. Accordingly, interest expense, net of taxes, of $3.2 million has been added back to net income for computing diluted earnings per share.

23

Unaudited Selected Quarterly Financial Data

Stock and Dividend Information:

          Our Common Stock is traded on the Nasdaq Global Select Market under the symbol LRCX. The price range per share is the highest and lowest bid prices, as reported by The NASDAQ Stock Market, Inc., on any and all trading days during the respective quarter. As of March 10, 2008 we had 348 stockholders of record. In fiscal years 2007 and 2006 we did not declare or pay cash dividends to our stockholders. We currently have no plans to declare or pay cash dividends. During fiscal year 2007, we repurchased 21,156,586 shares of Common Stock at a total cost of $1.08 billion under terms of our repurchase programs discussed earlier in Item 5 of this 2007 Form 10-K thereby completing all currently available repurchase programs.

	Three Months Ended
	June 24,		March 25,		December 24,		September 24,
	2007		2007		2006		2006
	(in thousands, except per share data)
QUARTERLY FISCAL YEAR 2007:
Total revenue	$	678,519	$	650,270	$	633,400	$	604,387
Gross margin		342,729		326,245		322,916		313,164
Operating income		200,349		188,973		194,505		194,833
Net income		170,231		164,741		167,326		183,518
Net income per share
Basic	$	1.31	$	1.17	$	1.18	$	1.29
Diluted	$	1.28	$	1.15	$	1.15	$	1.27
Price range per share	$	46.58-$56.04	$	43.10-$54.68	$	42.06-$57.05	$	36.66-$47.46
Number of shares used in per share calculations:
Basic		130,169		140,423		142,306		141,928
Diluted		132,868		143,052		145,346		144,850

	Three Months Ended
	June 25,		March 26,		December 25,		September 25,
	2006		2006		2005		2005
	As restated (1)		As restated (1)		As restated (1)		As restated (1)
	(in thousands, except per share data)
QUARTERLY FISCAL YEAR 2006:
Total revenue	$	525,596	$	437,423	$	358,245	$	320,907
Gross margin		274,178		219,514		177,332		155,988
Operating income		159,445		109,652		76,411		59,260
Net income		122,448		86,002		77,481		49,279
Net income per share
Basic	$	0.87	$	0.61	$	0.57	$	0.36
Diluted	$	0.85	$	0.59	$	0.54	$	0.35
Price range per share	$	41.54-$53.74	$	35.44-$48.57	$	28.37-$39.18	$	27.77-$32.61
Number of shares used in per share calculations:
Basic		141,168		140,122		136,572		136,453
Diluted		144,708		144,743		142,439		141,760

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

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     The following tables reflect the impact of the restatement on the Company’s consolidated balance sheets for the first three quarters of fiscal 2007 and 2006, and on the consolidated statements of operations for the four quarters in fiscal 2006. There was no impact of the restatement on the consolidated statements of operations for the first three quarters of fiscal 2007.

Consolidated Statement of Operations

Quarter Ended June 25, 2006	As
(in thousands, except per share data)	reported		Adjustments (1)			As restated
Total revenue	$	525,596	$	—		$	525,596
Cost of goods sold		251,445		(27	)		251,418
Gross margin		274,151		27			274,178
Research and development		60,824		11			60,835
Selling, general and administrative		53,921		(23	)		53,898
Total operating expenses		114,745		(12	)		114,733
Operating income		159,406		39			159,445
Other income, net		9,398		—			9,398
Income before income taxes		168,804		39			168,843
Income tax expense		46,655		(260	)		46,395
Net income	$	122,149	$	299		$	122,448
Net income per share:
Basic net income per share	$	0.87				$	0.87
Diluted net income per share	$	0.84				$	0.85
Number of shares used in per share calculations:
Basic		141,168		—			141,168
Diluted		144,683		25			144,708

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

25

Consolidated Statement of Operations
Quarter Ended March 26, 2006	As
(in thousands, except per share data)	reported		Adjustments (1)			As restated
Total revenue	$	437,423	$	—		$	437,423
Cost of goods sold		217,769		140			217,909
Gross margin		219,654		(140	)		219,514
Research and development		61,083		148			61,231
Selling, general and administrative		48,303		328			48,631
Total operating expenses		109,386		476			109,862
Operating income		110,268		(616	)		109,652
Other income, net		7,828		—			7,828
Income before income taxes		118,096		(616	)		117,480
Income tax expense		31,759		(281	)		31,478
Net income	$	86,337	$	(335	)	$	86,002
Net income per share:
Basic net income per share	$	0.62				$	0.61
Diluted net income per share	$	0.60				$	0.59
Number of shares used in per share calculations:
Basic		140,122		—			140,122
Diluted		144,846		(103	)		144,743

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

26

Consolidated Statement of Operations
Quarter Ended December 25, 2005	As
(in thousands, except per share data)	reported		Adjustments (1)			As restated
Total revenue	$	358,245	$	—		$	358,245
Cost of goods sold		180,735		178			180,913
Gross margin		177,510		(178	)		177,332
Research and development		55,742		178			55,920
Selling, general and administrative		44,859		142			45,001
Total operating expenses		100,601		320			100,921
Operating income		76,909		(498	)		76,411
Other income, net		9,308		—			9,308
Income before income taxes		86,217		(498	)		85,719
Income tax expense		8,439		(201	)		8,238
Net income	$	77,778	$	(297	)	$	77,481
Net income per share:
Basic net income per share	$	0.57				$	0.57
Diluted net income per share	$	0.55				$	0.54
Number of shares used in per share calculations:
Basic		136,572		—			136,572
Diluted		142,525		(86	)		142,439

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

27

Consolidated Statement of Operations
Quarter Ended September 25, 2005	As
(in thousands, except per share data)	reported		Adjustments (1)			As restated
Total revenue	$	320,907	$	—		$	320,907
Cost of goods sold		164,828		91			164,919
Gross margin		156,079		(91	)		155,988
Research and development		51,242		150			51,392
Selling, general and administrative		45,155		181			45,336
Total operating expenses		96,397		331			96,728
Operating income		59,682		(422	)		59,260
Other income, net		8,488		—			8,488
Income before income taxes		68,170		(422	)		67,748
Income tax expense		18,679		(210	)		18,469
Net income	$	49,491	$	(212	)	$	49,279
Net income per share:
Basic net income per share	$	0.36				$	0.36
Diluted net income per share	$	0.35				$	0.35
Number of shares used in per share calculations:
Basic		136,453		—			136,453
Diluted		141,430		330			141,760

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

28

Consolidated Balance Sheet
March 25, 2007	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Cash and cash equivalents	$	494,807		$	—		$	494,807
Short-term investments		638,878			—			638,878
Accounts receivable, net		461,365			—			461,365
Inventories		228,435			—			228,435
Deferred income taxes		54,765			—			54,765
Prepaid expenses and other current assets		66,118			—			66,118
Total current assets		1,944,368			—			1,944,368
Property and equipment, net		107,388			—			107,388
Restricted cash		360,038			—			360,038
Deferred income taxes		28,672			24,486			53,158
Goodwill		55,892			—			55,892
Intangible assets, net		61,615			—			61,615
Other assets		51,897			—			51,897
Total assets	$	2,609,870		$	24,486		$	2,634,356
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	142,814		$	—		$	142,814
Accrued expenses and other current liabilities		333,948			1,423			335,371
Deferred profit		166,109			—			166,109
Total current liabilities		642,871			1,423			644,294
Long-term debt		250,000			—			250,000
Other long-term liabilities		821			—			821
Total liabilities		893,692			1,423			895,115
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		137			—			137
Additional paid-in capital		1,078,130			88,908			1,167,038
Treasury stock		(720,555	)		—			(720,555	)
Accumulated other comprehensive loss		(6,600	)		—			(6,600	)
Retained earnings		1,365,066			(65,845	)		1,299,221
Total stockholders’ equity		1,716,178			23,063			1,739,241
Total liabilities and stockholders’ equity	$	2,609,870		$	24,486		$	2,634,356

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

29

Consolidated Balance Sheet

December 24, 2006	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Cash and cash equivalents	$	629,117		$	—		$	629,117
Short-term investments		574,845			—			574,845
Accounts receivable, net		456,427			—			456,427
Inventories		212,299			—			212,299
Deferred income taxes		40,799			—			40,799
Prepaid expenses and other current assets		43,169			—			43,169
Total current assets		1,956,656			—			1,956,656
Property and equipment, net		97,034			—			97,034
Restricted cash		415,038			—			415,038
Deferred income taxes		37,516			14,038			51,554
Goodwill		55,892			—			55,892
Intangible assets, net		64,641			—			64,641
Other assets		52,929			—			52,929
Total assets	$	2,679,706		$	14,038		$	2,693,744
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	111,429		$	—		$	111,429
Accrued expenses and other current liabilities		350,140			1,423			351,563
Deferred profit		176,794			—			176,794
Total current liabilities		638,363			1,423			639,786
Long-term debt		300,000			—			300,000
Long-term liabilities less current portion		833			—			833
Total liabilities		939,196			1,423			940,619
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		142			—			142
Additional paid-in capital		1,032,946			78,460			1,111,406
Treasury stock		(486,003	)		—			(486,003	)
Accumulated other comprehensive loss		(6,900	)		—			(6,900	)
Retained earnings		1,200,325			(65,845	)		1,134,480
Total stockholders’ equity		1,740,510			12,615			1,753,125
Total liabilities and stockholders’ equity	$	2,679,706		$	14,038		$	2,693,744

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

30

Consolidated Balance Sheet

September 24, 2006	As
(in thousands)	reported			Adjustment (1)			As restated
ASSETS
Cash and cash equivalents	$	1,031,348		$	—		$	1,031,348
Short-term investments		233,284			—			233,284
Accounts receivable, net		379,869			—			379,869
Inventories		188,179			—			188,179
Deferred income taxes		47,206			—			47,206
Prepaid expenses and other current assets		40,714			—			40,714
Total current assets		1,920,600			—			1,920,600
Property and equipment, net		56,786			—			56,786
Restricted cash and investments		470,038			—			470,038
Deferred income taxes		38,533			14,038			52,571
Other assets		48,404			—			48,404
Total assets	$	2,534,361		$	14,038		$	2,548,399
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	125,550		$	—		$	125,550
Accrued expenses and other current liabilities		305,571			1,423			306,994
Deferred profit		153,123			—			153,123
Total current liabilities		584,244			1,423			585,667
Long-term debt		350,000			—			350,000
Long-term liabilities less current portion		924			—			924
Total liabilities		935,168			1,423			936,591
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		142			—			142
Additional paid-in capital		983,253			78,460			1,061,713
Treasury stock		(410,718	)		—			(410,718	)
Accumulated other comprehensive loss		(6,483	)		—			(6,483	)
Retained earnings		1,032,999			(65,845	)		967,154
Total stockholders’ equity		1,599,193			12,615			1,611,808
Total liabilities and stockholders’ equity	$	2,534,361		$	14,038		$	2,548,399

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

31

Consolidated Balance Sheet

March 26, 2006	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Cash and cash equivalents	$	757,845		$	—		$	757,845
Short-term investments		233,528			—			233,528
Accounts receivable, net		319,150			—			319,150
Inventories		144,259			—			144,259
Deferred income taxes		50,813			—			50,813
Prepaid expenses and other current assets		34,173			—			34,173
Total current assets		1,539,768			—			1,539,768
Property and equipment, net		43,903			—			43,903
Restricted cash		85,038			—			85,038
Deferred income taxes		36,409			24,226			60,635
Other assets		33,707			—			33,707
Total assets	$	1,738,825		$	24,226		$	1,763,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	107,142		$	—		$	107,142
Accrued expenses and other current liabilities		280,999			1,530			282,529
Deferred profit		119,168			—			119,168
Total current liabilities		507,309			1,530			508,839
Long-term liabilities less current portion		1,605			—			1,605
Total liabilities		508,914			1,530			510,444
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		140			—			140
Additional paid-in capital		896,437			88,840			985,277
Treasury stock		(386,101	)		—			(386,101	)
Accumulated other comprehensive loss		(10,811	)		—			(10,811	)
Retained earnings		730,246			(66,144	)		664,102
Total stockholders’ equity		1,229,911			22,696			1,252,607
Total liabilities and stockholders’ equity	$	1,738,825		$	24,226		$	1,763,051

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

32

Consolidated Balance Sheet

December 25, 2005	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Cash and cash equivalents	$	633,782		$	—		$	633,782
Short-term investments		258,463			—			258,463
Accounts receivable, net		279,185			—			279,185
Inventories		114,051			—			114,051
Deferred income taxes		64,724			—			64,724
Prepaid expenses and other current assets		30,288			—			30,288
Total current assets		1,380,493			—			1,380,493
Property and equipment, net		41,652			—			41,652
Restricted cash		85,038			—			85,038
Deferred income taxes		40,433			23,945			64,378
Other assets		34,655			—			34,655
Total assets	$	1,582,271		$	23,945		$	1,606,216
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	73,363		$	—		$	73,363
Accrued expenses and other current liabilities		267,869			1,299			269,168
Deferred profit		97,959			—			97,959
Total current liabilities		439,191			1,299			440,490
Long-term liabilities less current portion		1,279			—			1,279
Total liabilities		440,470			1,299			441,769
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		138			—			138
Additional paid-in capital		828,836			88,455			917,291
Treasury stock		(317,883	)		—			(317,883	)
Accumulated other comprehensive loss		(14,067	)		—			(14,067	)
Retained earnings		644,777			(65,809	)		578,968
Total stockholders’ equity		1,141,801			22,646			1,164,447
Total liabilities and stockholders’ equity	$	1,582,271		$	23,945		$	1,606,216

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, other stock option modifications and related payroll and income tax expense (benefit) impacts.

33

Consolidated Balance Sheet

September 25, 2005	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Cash and cash equivalents	$	514,818		$	—		$	514,818
Short-term investments		273,998			—			273,998
Accounts receivable, net		220,955			—			220,955
Inventories		113,702			—			113,702
Deferred income taxes		64,077			—			64,077
Prepaid expenses and other current assets		35,386			—			35,386
Total current assets		1,222,936			—			1,222,936
Property and equipment, net		40,010			—			40,010
Restricted cash		85,038			—			85,038
Deferred income taxes		40,433			23,744			64,177
Other assets		36,257			—			36,257
Total assets	$	1,424,674		$	23,744		$	1,448,418
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	56,898		$	—		$	56,898
Accrued expenses and other current liabilities		244,007			1,159			245,166
Deferred profit		63,744			—			63,744
Total current liabilities		364,649			1,159			365,808
Long-term liabilities less current portion		1,364			—			1,364
Total liabilities		366,013			1,159			367,172
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		136			—			136
Additional paid-in capital		760,868			—			760,868
Treasury stock		(255,966	)		88,097			(167,869	)
Accumulated other comprehensive loss		(12,382	)		—			(12,382	)
Retained earnings		566,005			(65,512	)		500,493
Total stockholders’ equity		1,058,661			22,585			1,081,246
Total liabilities and stockholders’ equity	$	1,424,674		$	23,744		$	1,448,418

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

34

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion of our financial condition and results of operations contains forward-looking statements, which are subject to risks, uncertainties and changes in condition, significance, value and effect. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this 2007 Form 10-K and other documents we file from time to time with the Securities and Exchange Commission. (See “Cautionary Statement Regarding Forward-Looking Statements” in Part I of this 2007 Form 10-K ).

     The semiconductor industry is cyclical in nature and has historically experienced periodic downturns and upturns. Today’s leading indicators of changes in customer investment patterns may not be any more reliable than in prior years. Demand for our equipment can vary significantly from period to period as a result of various factors, including, but not limited to, economic conditions (generally and in the semiconductor industry), supply, demand, and prices for semiconductors, customer capacity requirements, and our ability to develop and market competitive products. For these and other reasons, our results of operations for fiscal years 2007, 2006, and 2005 may not necessarily be indicative of future operating results.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides a description of our results of operations and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in this 2007 Form 10-K. MD&A consists of the following sections:

     Restatement of Previously Issued Financial Statements explains the results of the voluntary stock option review and related restatement of our financial statements.

     Executive Summary provides a summary of the key highlights of our results of operations

     Results of Operations provides an analysis of operating results

     Critical Accounting Policies and Estimates discusses accounting policies that reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements

     Liquidity and Capital Resources provides an analysis of cash flows, contractual obligations and financial position

     Subsequent Events discusses events impacting our operations that have occurred after June 24, 2007

     Restatement of Previously Issued Financial Statements

     In this 2007 Form 10-K, the Company is restating its consolidated balance sheet as of June 25, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 25, 2006 and June 26, 2005 as a result of determinations from a voluntary independent stock option review conducted by the Independent Committee. The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1997 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004. This restatement is also described in the Explanatory Note to this 2007 10-K, immediately preceding Part I Item I and in Note 3, “Restatement of Consolidated Financial Statements”, to Consolidated Financial Statements. This 2007 Form 10-K also reflects the restatement of “Selected Financial Data” in Item 6 for the years ended June 25, 2006, June 26, 2005, June 27, 2004 and June 29, 2003. In addition, the Company is restating the unaudited quarterly condensed financial statements for interim periods of fiscal year 2006, and unaudited condensed balance sheets as of March 25, 2007, December 24, 2006 and September 24, 2006. There was no effect of the restatement on the consolidated statements of operations for the first three quarters of fiscal year 2007.

     Financial information included in the reports on Form 10-K, Form 10-Q and Form 8-K filed or furnished by Lam Research prior to January 24, 2008, and the related opinions of its Independent Registered Public Accounting Firm and all earnings press releases and similar communications issued by the Company prior to January 24, 2008 are superseded in their entirety by this 2007 Form 10-K and other reports on Form 10-Q and Form 8-K filed by the Company with the Securities and Exchange Commission on or after January 24, 2008.

Independent Committee Review

     On July 18, 2007, the Company announced that its Board of Directors had initiated a voluntary independent review regarding the timing of and accounting for the Company’s past stock option grants and other related issues. The voluntary internal review arose after the Company’s Independent Registered Public Accounting Firm performed auditing procedures relating to the Company’s historical stock option grant programs and procedures as part of the firm’s fiscal year-end 2007 audit. The Board of Directors appointed a special committee consisting of two independent board members (the “Independent Committee”) to conduct a comprehensive review of the Company’s historical stock option practices. The Independent Committee promptly engaged independent outside legal counsel and forensic accountants to assist with the review. On December 21, 2007, the Company announced that the Independent Committee had reached a preliminary conclusion that the actual measurement dates for financial accounting purposes of certain stock option grants issued in the past differed from the recorded grant dates of such awards. Upon the recommendation of management and the Independent Committee, the Audit Committee of the Board of Directors concluded that the financial statements for fiscal years 1997 through 2005, and the interim periods contained therein should no longer be relied upon. The Independent Committee’s review was completed in February 2008.

35

Scope of the Independent Committee Review

     The review covered stock option grants awarded in fiscal years 1997 through 2005 (the “Review Period”). The scope of the review included evaluating 100% of “Company-wide” grants, director grants, Section 16 officer grants, and new hire grants, as well as a sampling of grants deemed “other grants”, representing approximately 94% of all stock option grants during the Review Period. This Review Period comprised approximately 16,000 separate stock option grants on approximately 500 separately recorded grant dates. These grants involved approximately 58 million underlying shares of Common Stock and included grants to domestic and international employees. Share amount have been adjusted as applicable to reflect the March 2000 3-for-1 stock split. The Independent Committee’s review also included procedures to identify potential modifications of stock option grants, and grants awarded to consultants, and testing of cash exercises. The Company had not awarded any Company-wide stock option grants since October 2002 and stopped issuing stock option grants during fiscal year 2005 and only issued restricted stock units (“RSUs”) thereafter. The Independent Committee did not include fiscal years 2006 and 2007 in the scope of its review based on several factors including but not limited to the fact that the Company only issued RSUs after fiscal year 2005 and the Company’s equity granting processes and controls had been documented and tested as part of its assessment of the operating effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes Oxley Act of 2002. Additionally, no information arose during the stock option review that would indicate a need to expand the scope of the review to include other periods.

     The Independent Committee’s review included the collection and processing of over 3.5 million electronic documents, which included hard drives and network share drives of numerous individuals, the Company’s network servers, and backup tapes. The Independent Committee’s advisors also collected and reviewed hard copy documents from numerous sources and conducted 61 interviews of 47 individuals, predominantly current or former directors, officers and employees of the Company.

Stock Option Review Results

     Consistent with applicable accounting literature and guidance from the SEC staff, the Company organized the grants during the review period into categories based on the grant type and the process by which the grant was finalized. The Company analyzed the evidence from the Independent Committee’s review related to each category including, but not limited to, physical documents, electronic documents, and underlying electronic data about documents. Based on the relevant facts and circumstances, the Company applied the applicable accounting standards to determine, for grants within each category, the proper measurement date. If the measurement date was not the originally recorded grant date, accounting adjustments were made as required, in some cases resulting in stock-based compensation expense and related tax effects. The significant majority of the measurement date changes result from stock options granted prior to fiscal year 2003. As a result of the findings of the review, the Company has recognized incremental stock-based compensation and associated payroll tax expense of $96.4 million on a pre-tax basis ($65.8 million after taxes) in the aggregate during fiscal years 1997 through 2006 which includes incremental stock-based compensation expense of $1.2 million recognized in accordance with SFAS No. 123R during fiscal year 2006.

     The Independent Committee also concluded that there was no intentional misconduct on the part of Company management or the Company’s independent directors. During its review of the Company’s historical stock option practices, the Independent Committee did not find evidence of any other financial reporting or accounting issues unrelated to stock-based compensation.

     Company-wide Grants

     Company-wide grants were awarded on ten dates during the Review Period, and are associated with approximately half of the shares underlying option grants encompassed in the review. These ten dates include grants issued on six dates for broad-based and primarily discretionary grants (“focal grants”), two grant dates that were formula-based grants (“supplemental grants”) and two grant dates designed to address certain previously granted stock options for which the exercise price was higher than the then-current fair value of the Company’s Common Stock (“cancel and replace grants”). As a result of its review, the Company determined that the actual measurement dates for certain stock option grants differed from the recorded grant dates. The Company determined that the actual measurement date, meaning when the required actions necessary to grant the option were completed, including the determination of the number of shares underlying the options to be granted to each employee and the exercise price, was the correct measurement date to determine what, if any stock-based compensation was appropriate. Any intrinsic value of the options on the measurement date, measured as the difference between the stated exercise price and the market price, has been recorded as compensation expense during the periods when employees were providing services in exchange for the options.

     With respect to the focal grants, the Company concluded that a process to determine the total number of shares underlying the options, grant date and exercise price generally commenced prior to the recorded grant date, but that in certain cases the specific allocation of those shares among the various option recipients was not finalized until after the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these option grants to a date after the original grant date, when the allocation of the shares was first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $61.2 million on a pre-tax basis as a result of these revised measurement dates.

36

     With respect to the supplemental grants, the Company determined that the general formula for determining the number of shares underlying the option grant to which each recipient would be entitled was not sufficiently finalized for accounting purposes at the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the date when this formula was first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $5.6 million on a pre-tax basis as a result of these revised measurement dates.

     The cancel and replace grants involved recipients electing to exchange certain stock options, for which the exercise price was higher than the then-current fair value of the Company’s Common Stock, in return for a new grant of options. The Company determined that in both instances, the election deadline was after the recorded grant date. The measurement date should have been the later of the recorded grant date or the date of election because the elections were revocable up to the last day of the offer period. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the last possible date of election. The Company has recognized stock-based compensation expense, net of forfeitures, of $0.2 million on a pre-tax basis as a result of these revised measurement dates.

     Grants to Directors and Section 16 Officers

     Director grants were awarded on ten dates during the stock option review period. Grants to directors were typically governed by the requirements of the underlying stock option plan documents, as grant dates and amounts were typically fixed by the respective stock option plan. There were instances when the grant dates were not consistent with dates fixed by the respective stock option plan. In all instances the grant date was within 1 to 3 days of the dates provided by the plan. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the date as required by the stock option plan. The Company has recognized stock-based compensation expense, net of forfeitures, of $2.8 million on a pre-tax basis as a result of the revised measurement dates.

     Section 16 officer grants were awarded on 23 grant dates during the stock option review period. The Company determined that the actual measurement date, meaning when the required actions necessary to grant the option were completed, including the determination of the number of shares underlying the options to be granted to each employee and the exercise price, was the correct measurement date to determine the market price of the option shares. Any intrinsic value of the options on the measurement date, measured as the difference between the stated exercise price and the market price, has been recorded as compensation expense during the periods when employees were providing services in exchange for the options. In instances where the original recorded grant date was not consistent with the correct measurement date, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the number of shares underlying the options to be granted to each employee and the exercise price were first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $1.0 million on a pre-tax basis as a result of the revised measurement dates. Additionally, it was determined that for one grant the recorded grant price was based on an average of closing prices of the Company’s stock immediately prior to the grant date. The option plan under which this option was granted allowed for similar pricing. To address this circumstance the Company has recognized stock-based compensation expense of $2.1 million on a pre-tax basis for this grant, which was equal to the difference between the closing price of the stock on the date of grant and the originally recorded grant exercise price.

     Grants to Consultant

     The Company concluded that six granting actions to a non-employee consultant were incorrectly accounted for as employee as opposed to non-employee stock awards. To address this circumstance, the Company has recognized a stock-based compensation expense of $3.2 million on a pre-tax basis under “fair value” accounting in accordance with the requirements of EITF Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services”.

     Grants to New Hires

     New hire grants were generally approved prior to the employee’s hire date and granted as of the last day of the month of hire prior to calendar year 1999 and on the first day of the individual’s employment with the Company beginning in calendar year 1999. In instances where approval was not evidenced on or before the original recorded grant date, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the required approval was first evidenced, but not before the employee’s hire date. The Company has recognized stock-based compensation expense, net of forfeitures, of $1.7 million on a pre-tax basis as a result of these revised measurement dates.

37

     Other Grants

     For the remaining population reviewed of stock options granted during the stock option review period, the Company has concluded that certain actual measurement dates differed from the recorded grant dates primarily due to a lack of contemporaneous documentation evidencing approval as of the original recorded grant date. In these circumstances, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the shares underlying the options to be granted to each employee and the exercise price were first known to be finalized. The primary issue with these grants was that there was insufficient evidence to conclude that the specific allocation of those shares among the various grant recipients was finalized at the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the allocation of the shares underlying the options and exercise price was first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $8.2 million on a pre-tax basis as a result of these revised measurement dates.

Deemed Modifications to Stock Option Grants Connected with Terminations or Leaves of Absences

     Compensation expense was also recognized as a result of deemed modifications to certain employee stock option grant awards in connection with certain employees’ terminations or leaves of absence. Typically such modifications related to extensions of the time employees could exercise options following their termination of employment or that enabled the employee to vest in additional shares in relation to a leave of absence or subsequent to their termination, thus triggering a new measurement date under the accounting literature applicable at that time. The Company has recognized stock-based compensation expense, net of forfeitures, of $9.2 million on a pre-tax basis as a result of these new measurement dates.

     Use of Judgment

     The Company evaluated all available evidence for each individual grant within the scope of the independent review and the revised measurement dates represent the earliest date when the terms of the options granted to individual recipients were known with finality. The proposed measurement date for certain grants could not be determined with certainty based on available evidence. In light of the judgment used in establishing the measurement dates, alternate approaches to those used by the Company could have resulted in different stock-based compensation expense than that recorded by the Company in the restatements. While the Company has considered these alternative approaches, it believes its approach is the most appropriate under the circumstances.

     The Company prepared a sensitivity analysis to determine the hypothetical minimum and maximum compensation expense charge that it might have recorded for these grants if it had used different judgments to determine the revised measurement dates. The Company applied its sensitivity methodology on a grant date by grant date basis to examine the largest hypothetical variations in stock-based compensation expense within a reasonable range of possible measurement dates for each grant event.

     After developing the range for each grant event included in the Company’s sensitivity analysis, the Company selected the highest and lowest closing sale price of its Common Stock within the date range to determine the range of potential compensation expense adjustments for the grants. The Company then compared these aggregated amounts to the stock-based compensation expense that it recorded for the stock option grants analyzed. If the Company had used the highest closing sale price of its Common Stock within the date range for these grant events, its stock-based compensation expense adjustment relating to these grants would have increased, net of forfeitures, by approximately $30 million on a pre-tax basis. Conversely, had the Company used the lowest closing sale price of its Common Stock within the date range for the grants analyzed, its stock-based compensation expense adjustment relating to these grants would have decreased, net of forfeitures, by approximately $26 million on a pre-tax basis. Substantially all of the hypothetical increases or decreases of stock-based compensation expense resulting from the Company’s sensitivity analysis relates to periods prior to fiscal 2005.

Findings and Recommendations of the Independent Committee

     As a result of its review, the Independent Committee identified certain deficiencies relating to the Company’s historical practices and accounting with respect to stock options, including the following areas:

• Historical Board and Compensation Committee procedures regarding the issuance and approval of stock option grants;

• Historical coordination among departments relating to the administration of the stock option grant process;

• Historical compliance with and application of accounting standards with respect to stock option grants;

• Compliance with certain of the Company’s stock option plans; and

• Historical record-keeping with respect to stock option grants.

     As a result of the deficiencies identified, the Independent Committee developed recommendations targeted at strengthening the Company’s processes with respect to equity compensation and relating accounting. These recommendations were presented to the Board of Directors on February 1, 2008 and include the areas of: approval authority for equity compensation awards; oversight and administration of the awards process; coordination among relevant departments; training with respect to equity compensation; and record-keeping. The Company is currently reviewing all of the Independent Committee’s recommendations as well as a potential timetable for implementation, but the Company believes that the substance of many of the recommendations of the Independent Committee have already been incorporated into the Company’s current equity compensation processes. This belief is consistent with the determination by the Independent Committee and the Company that the granting of RSUs after fiscal year 2005 was not within the scope of the Independent Committee review in part due to the documentation and testing required by Section 404 of the Sarbanes-Oxley Act of 2002.

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     The Independent Committee concluded that there was no intentional misconduct on the part of Company management or the Company’s independent directors.

Effect of Restatement on Consolidated Financial Statements

     The Company previously applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related interpretations and provided the required pro forma disclosures under Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, through its fiscal year ended June 26, 2005. Under APB Opinion No. 25, a non-cash, stock-based compensation expense was required to be recognized for any option for which the exercise price was below the market price on the actual measurement date. Because certain of the Company’s options were assessed as having an exercise price below the market price on the actual measurement date based on the Company’s revised measurement dates as a result of the stock option review as more fully described above, there is a non-cash deferred compensation charge for each of these options under APB Opinion No. 25 equal to the number of shares underlying the options, multiplied by the difference between the exercise price and the market price on the actual measurement date. That deferred compensation expense is amortized over the vesting period of the option. The Company also recorded compensation expense under “fair value” accounting when applicable, for example, for the grants to the nonemployee consultant noted above.

     Commencing in its fiscal year ended June 25, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment”. As a result, beginning in fiscal year 2006, the additional stock-based compensation expense required to be recorded for each option with a revised measurement date, as more fully described above, is equal to the fair value of the option on revised measurement date, amortized over the remaining service period of the option. The Company did not record these stock-based compensation expenses under APB Opinion No. 25 nor SFAS No. 123(R) related to its options based on the revised measurement dates in the Company’s previously issued financial statements, and that is why the Company is restating them in this filing. The Company restated its historical results of operations to record additional pre-tax, non-cash, stock-based compensation expense of (a) $94.0 million for the fiscal years ended June 30, 1997 through June 26, 2005 under APB Opinion No. 25 and other applicable accounting rules, and (b) $1.2 million for the year ended June 25, 2006 under SFAS No. 123(R). As of June 25, 2006, there was less than $0.1 million of remaining compensation expense to be recorded under SFAS No. 123(R) for stock options with revised measurement dates. In addition the Company recorded pre-tax payroll related tax expenses of $1.2 million through June 25, 2006.

     Diluted shares in fiscal years 2005 and 2006 also increased as a result of the adjustments for stock options with revised measurement dates. The Company uses the treasury stock method to calculate the weighted-average shares used in the diluted EPS calculation. As part of the restatement, the Company revised its treasury stock calculations in accordance with SFAS No. 128, “Earnings Per Share”. These calculations assume that (i) all dilutive options with revised measurement dates are exercised, (ii) the Company repurchases shares with the proceeds of these hypothetical exercises along with the tax benefit resulting from the hypothetical exercises, and (iii) any average unamortized deferred stock-based compensation is also used to repurchase shares.

     As described for each element above, the Company evaluated the impact of the restatements on its global tax provision. As a result, we recorded a cumulative tax benefit of $30.6 million through June 25, 2006. The Company and its subsidiaries file tax returns in multiple tax jurisdictions around the world. In certain jurisdictions, including, but not limited to, the United States, the Company is able to claim a tax deduction relative to stock options. In those jurisdictions, where a tax deduction is claimed, the Company has recorded deferred tax assets, totaling $6.2 million at June 25, 2006, to reflect future tax deductions to the extent the Company believes such assets to be recoverable. Based on this review, the Company now believes that it should not have taken a United States tax deduction in prior years for stock option related amounts pertaining to certain executives under Internal Revenue Code (IRC) Section 162(m). Section 162(m) limits the deductibility of compensation above certain thresholds. As a result, the Company’s tax carryforward attributes have decreased by approximately $14.6 million as of June 25, 2006.

     For those stock option grants determined to have incorrect measurement dates for accounting purposes and that had been originally issued as incentive stock options, or ISOs, the Company recorded a liability for payroll tax contingencies in the event such grants would not be respected as ISOs under the principles of the IRC and the regulations therein. The Company recorded expense and accrued liabilities for certain foreign payroll tax contingencies. The total payroll tax accrual was approximately $1.2 million for annual periods from our fiscal year 1997 through fiscal year 2006. This cumulative expense resulted from payroll tax expense recorded in prior periods has been partially offset by benefits relating to the expiration of the related statute of limitations.

     As a result of the restatement, the cumulative effect of the related after-tax expenses for the fiscal years ended June 30, 1997 through June 25, 2006 was $65.8 million, as compared to $96.4 million in pre-tax charges as previously discussed. These additional stock-based compensation and other expenses had no effect on the Company’s reported revenue, cash, cash equivalents or short-term investments for each of the restated periods. The Company has also restated the pro forma amortization of deferred stock-based employee compensation included in reported net income, net of tax, and total stock-based employee compensation expenses determined under fair value based method, net of tax, under SFAS No. 123 in Note 14, “Equity-Based Compensation Plans” to Consolidated Financial Statements to reflect the effect of the stock-based compensation expense resulting from the correction of these past stock option grants.

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     As a result of the determinations from a voluntary independent stock option review, the Company considered the application of Section 409A of the IRC to certain stock option grants where, under APB No. 25, intrinsic value existed at the time of grant. In the event such stock option grants are not considered as issued at fair market value at the original grant date under the IRC and applicable regulations thereunder, these options are subject to Section 409A. On March 30, 2008, the Board of Directors of the Company authorized the Company to assume the liability of any and all employees, including the Company’s Chief Executive Officer and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range of approximately $50 million to $55 million. The determinations from the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of the Company’s 2007 Form 10-K.

The financial statement effect of the restatement of stock-based compensation expense and related payroll and income taxes, by year, is as follows (in thousands):

						Adjustment to
						income tax expense
	Adjustment to		Adjustment to			(benefit) relating to
	stock-based		payroll tax			stock-based			Total
Fiscal	compensation		expense			compensation and			restatement
Year	expense		(benefit)			payroll tax expense			expense
1997	$	1,770	$	—		$	(668	)	$	1,102
1998		2,352		226			(219	)		2,359
1999		5,291		136			(1,286	)		4,141
2000		19,151		1,511			(6,953	)		13,709
2001		23,395		220			(6,792	)		16,823
2002		13,056		159			(4,082	)		9,133
2003		15,739		(355	)		(4,942	)		10,442
2004		10,448		(1,061	)		(3,885	)		5,502
Cumulative through June 27, 2004		91,202		836			(28,827	)		63,211
2005		2,724		136			(771	)		2,089
2006		1,225		272			(952	)		545
Total	$	95,151	$	1,244		$	(30,550	)	$	65,845

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     The financial statement effect of the restatement on previously reported stock-based compensation expense, including income tax effect by year, is as follows (in thousands):

	Stock-based						Income tax benefit			Restated stock-
	compensation				Stock-based		relating to restated			based
	expense, as		Stock-based		compensation		stock-based			compensation
Fiscal	previously		compensation		expense, as		compensation			expense, net of
Year	reported		expense adjustments		restated		expense			income tax
1997	$	—	$	1,770	$	1,770	$	(668	)	$	1,102
1998		—		2,352		2,352		(132	)		2,220
1999		—		5,291		5,291		(1,234	)		4,057
2000		—		19,151		19,151		(6,423	)		12,728
2001		542		23,395		23,937		(6,961	)		16,976
2002		1,724		13,056		14,780		(4,698	)		10,082
2003		593		15,739		16,332		(5,116	)		11,216
2004		3,167		10,448		13,615		(4,537	)		9,078
Cumulative through June 27, 2004		6,026		91,202		97,228		(29,769	)		67,459
2005		864		2,724		3,588		(1,086	)		2,502
2006		22,768		1,225		23,993		(5,211	)		18,782
Total	$	29,658	$	95,151	$	124,809	$	(36,066	)	$	88,743

     As a result of these adjustments, the Company’s audited consolidated financial statements and related disclosures as of June 25, 2006 and for each of the two years in the period ended June 25, 2006 have been restated. The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1996 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004.

Late SEC Filings and NASDAQ Delisting Proceedings

     On August 27, 2007, the Company received a NASDAQ Staff Determination letter stating that, as a result of the delayed filing of its 2007 Form 10-K, the Company was not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14) and was therefore subject to delisting from the NASDAQ Global Select Market. On November 7, 2007, the Company received an additional letter from NASDAQ of similar substance related to its First Quarter 2008 Form 10-Q. On January 14, 2008, the NASDAQ Listing Qualifications Panel granted the Company’s request for continued listing, provided that it filed a written summary of the Independent Committee’s findings with NASDAQ, as well as the 2007 Form 10-K and First Quarter 2008 Form 10-Q on or before February 13, 2007. On February 5, 2008, the Company received an additional letter from NASDAQ stating that, as a result of the delayed filing of its Second Quarter 2008 Form 10-Q, the Company was not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14) and was therefore subject to delisting from the NASDAQ Global Select Market. On February 8, 2008, the Company received a notice from the NASDAQ Listing and Hearings Review Council that advised the Company that any delisting determination by the NASDAQ Listing Qualifications Panel had been stayed pending further review by the Review Council. The Company was given until March 28, 2008 to submit additional information to assist the Review Council in its assessment of the Company’s listing status. On February 12, 2008, the Company filed a written summary of the Independent Committee’s findings with NASDAQ. The Company believes that the filing of this 2007 Form 10-K, together with the expected filing of the First Quarter 2008 Form 10-Q and the Second Quarter 2008 Form 10-Q, with the SEC will remediate the Company’s non-compliance with Marketplace Rule 4310(c)(14), subject to NASDAQ’s affirmative completion of its compliance protocols and its notification to the Company accordingly. However, if NASDAQ disagrees with the Company’s position or if the SEC disagrees with the manner in which the financial effect of past stock option grants have been accounted for and reported, or not reported, there could be further delays in filing subsequent SEC reports or other actions that might result in delisting of the Company’s Common Stock from the NASDAQ Global Select Market.

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Costs of Restatement and Legal Activities

     During the first two quarters of fiscal year 2008, the Company incurred expenses totaling approximately $9.5 million for legal, accounting, tax and other professional services in connection with the Independent Committee’s review, the Company’s own internal review and recertification procedures, the preparation of the June 24, 2007 consolidated financial statements and the restated consolidated financial statements. There were no such expenses incurred as a result of the stock option review during fiscal year 2007.

Shareholder Litigation Relating to Historical Stock Option Practices

     We, and our current and former directors and officers, may become the subject of government inquiries, shareholder derivative and class action lawsuits and other legal proceedings relating to our historical stock option practices and resulting restatements in the future. We have received a letter from a stockholder demanding that our Board of Directors take certain actions, including potentially legal action, in connection with our historical stock option practices, and threatening to sue if our Board of Directors does not comply with the stockholder’s demands. Our Board of Directors is currently reviewing the letter. We may also be subject to other kinds of lawsuits. Should any of these events occur, they could require us to expend significant management time and incur significant accounting, legal and other expenses. This could divert attention and resources from the operation of our business and adversely affects our financial condition and results of operations. In addition, the ultimate outcome of these potential actions could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price for our securities. Litigation may be time-consuming, expensive and disruptive to normal business operations, and the outcome of litigation is difficult to predict. The defense of these potential lawsuits could result in significant expenditures.

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Executive Summary

     We design, manufacture, market, and service semiconductor processing equipment used in the fabrication of integrated circuits and are recognized as a major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected to a complex series of process steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these areas to develop integrated processing solutions that typically benefit our customers through reduced cost, lower defect rates, enhanced yields, or faster processing time.

     The following summarizes certain key quarterly and annual financial information for the periods indicated below (in thousands, except per share data and percentages) and demonstrates the strength of our performance throughout fiscal year 2007:

	Three Months Ended												Year Ended
	June 24,			March 25,			December 24,			September 24,			June 24,
	2007			2007			2006			2006			2007
Revenue	$	678,519		$	650,270		$	633,400		$	604,387		$	2,566,576
Gross margin		342,729			326,245			322,916			313,164			1,305,054
Gross margin as a percent of total revenue		50.5	%		50.2	%		51.0	%		51.8	%		50.8	%
Net income		170,231			164,741			167,326			183,518			685,816
Diluted net income per share	$	1.28		$	1.15		$	1.15		$	1.27		$	4.85

     Our demonstrated performance and our business model, which utilizes the capabilities of outsource providers, enables us to focus on new and existing product development, sales and marketing, and customer support. We are executing to the near-term production requirements of our customers, targeted to expand our leadership position in etch, leverage our etch expertise into adjacent markets and meet our objective of delivering best-in-class financial performance over the long term.

     Fiscal year 2007 shipments were approximately $2.6 billion. Fiscal year 2007 revenues increased 56% compared to fiscal year 2006 revenues reflecting the increase in customer demand which we believe included market share gains in both the dielectric and conductor product segments of the etch market, with positive revenue momentum in all regions.

     Gross margin as a percent of revenues remained greater than 50% for the third consecutive year and increased sequentially to 50.8% compared to fiscal year 2006 gross margin of 50.4%.

     Our fiscal 2007 performance is demonstrated by the significant increase in operating margin to 30.3% compared with 24.6% in fiscal year 2006, a sequential increase of 92% compared to the 56% growth in revenue. Total operating expenses increased 25% during fiscal year 2007 compared to fiscal year 2006, driven by discretionary investments related to our multi-product and adjacent market expansion plans. These investments included increased compensation costs as we expanded our headcount to support our growth plans during fiscal year 2007 by more than 20% to approximately 2,900 employees. Incentive-based compensation levels grew consistent with our strong performance in profitability and share price. We also invested in discretionary spending on supplies and materials to support our new product development and customer evaluation activities.

     Equity-based compensation expense recognized during fiscal year 2007 in cost of goods sold and operating expenses was $6.4 million and $29.1 million, respectively compared to $5.4 million and $18.6 million, respectively, in the prior year. The fiscal year 2007 increase reflects the addition of our 2007 restricted stock unit focal grant which was awarded at a higher stock price than the prior year focal grant.

     Worthy of note is the growth in cash flows from operating activities during fiscal year 2007 which more than doubled from fiscal year 2006 performance to $823.6 million representing approximately 32% of revenues, an increase of 124.2% sequentially.

Results of Operations

Shipments and Backlog

	Three Months Ended								Year Ended
	June 24,		March 25,		December 24,		September 24,		June 24,
	2007		2007		2006		2006		2007
Shipments (in millions)	$	694	$	620	$	645	$	640	$	2,599

     During fiscal year 2007, 300 mm applications represented approximately 88% of total etch systems shipments, and 94% of etch systems shipments were for applications at less than or equal to the 90 nm technology node. We classify total etch systems shipments market segmentation for fiscal year 2007 as Memory at approximately 73%, Foundry at 15%, and IDM Logic/Other at 12%.

     Unshipped orders in backlog as of June 24, 2007 were approximately $642.6 million. The basis for recording new orders is defined in our backlog policy. Our unshipped orders backlog includes orders for systems, spares, and services where written customer requests have been accepted and the delivery of products or provision of services is anticipated within the next 12 months. Our policy is to revise our backlog for order cancellations and to make adjustments to reflect, among other things, spares volume estimates and customer delivery date changes. Please refer to “Backlog” in Part I Item 1, “Business” of this 2007 Form 10-K for additional information on our backlog policy.

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Revenue

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
Revenue (in thousands)	$	2,566,576		$	1,642,171		$	1,502,453
North America		16	%		14	%		16	%
Europe		9	%		13	%		12	%
Asia Pacific		18	%		12	%		19	%
Taiwan		22	%		17	%		19	%
Korea		21	%		22	%		19	%
Japan		14	%		22	%		15	%

     The increase in revenues during fiscal years 2007 and 2006 reflected an improved market environment which was evidenced by expanded levels of capital investments by semiconductor manufacturers and our market share expansion. We believe we gained market share in both the dielectric and conductor product segments of the etch market over this period, with strong revenue performance in Taiwan, China, North America, and Korea during fiscal year 2007 and in Japan and Korea during fiscal year 2006. The increase in revenues was correlated to the amount of shipments and our installation and acceptance timelines. The overall Asia region continued to account for a significant portion of our revenues as a substantial amount of the worldwide capacity additions for semiconductor manufacturing continues to occur in that region. Our deferred revenue balance increased to $295.5 million as of June 24, 2007 compared to $229.7 million as of June 25, 2006, as shipments outpaced revenues during fiscal year 2007. The anticipated future revenue value of orders shipped from backlog to Japanese customers that are not recorded as deferred revenue was approximately $51 million as of June 24, 2007; these shipments are classified as inventory at cost until title transfers.

Gross Margin

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
	(in thousands, except percentages)
Gross Margin	$	1,305,054		$	827,012		$	763,464
Percent of total revenue		50.8	%		50.4	%		50.8	%

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements.

     Gross margin as a percent of revenue during fiscal year 2007 remained greater than 50% for the third consecutive year and increased sequentially to 50.8% for fiscal year 2007. The increase in gross margin as a percent of revenue for fiscal year 2007 compared with fiscal year 2006 was primarily driven by improved utilization of factory and field resources on higher business volumes partially offset by product and customer mix and implementation of a targeted consumable spare parts price-reduction strategy focused on preserving and building market share and strengthening customer trust in our efforts to support their cost-reduction roadmaps.

     The decrease in gross margin as a percent of revenue during fiscal year 2006 compared with fiscal year 2005 was affected by the inclusion of equity-based compensation as a result of the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R) of $5 million, or 0.3%. The impact of unfavorable product mix was generally offset by improved installation and warranty performance, and improved factory utilization which was facilitated by higher volumes.

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Research and Development

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
	(in thousands, except percentages)
Research & Development (R&D)	$	285,348		$	229,378		$	195,289
Percent of total revenue		11.1	%		14.0	%		13.0	%

(1) See Note 3 “ Restatements of Consolidated Financial Statements ” to Consolidated Financial Statements.

     We continue to invest significantly in research and development focused on leading-edge plasma etch and our portfolio of new products. The growth in absolute spending levels during fiscal year 2007 compared to fiscal year 2006 included expected increases of approximately $22 million in engineering material supplies and outside services targeting etch, new and product growth objectives, $18 million in salary and benefits costs for planned increases in headcount and employee base compensation supporting that same strategy, $6 million in incentive-based compensation driven by higher profit levels and $6 million in equity-based compensation. Approximately 33% of fiscal year 2007 systems revenues were derived from products introduced over the previous two years.

     The growth in absolute spending levels during fiscal year 2006 compared to fiscal year 2005 was primarily due to approximately $19 million in increased supplies and outside services, $8 million in increased equity-based compensation expense, and $4 million in increased salary and benefit costs due to planned increases of employee base compensation and increased headcount.

Selling, General and Administrative

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
	(in thousands, except percentages)
Selling, General & Administrative (SG&A)	$	241,046		$	192,866		$	165,832
Percent of total revenue		9.4	%		11.7	%		11.0	%

(1) See Note 3 “ Restatements of Consolidated Financial Statements ” to Consolidated Financial Statements.

     The increase in SG&A expenses during fiscal year 2007 compared with the prior year was driven by increases of $20 million in incentive-based compensation triggered by higher profits and stock price, approximately $15 million in salary and benefit costs for planned increases in headcount and employee base compensation, and $5 million in equity-based compensation.

     The increase in SG&A expenses during fiscal year 2006 compared with the prior year was driven by increases in salary and benefits costs of approximately $4 million due to planned increases of employee base compensation and increased headcount. Increases in incentive-based cash compensation of approximately $7 million were principally due to our long-term executive compensation program implemented during fiscal year 2006 and equity-based compensation was approximately $8 million. Fiscal year 2005 SG&A expenses were lower primarily due to the March 2005 receipt of an $8 million tax refund from the California State Board of Equalization for previously paid sales and use tax.

Other Income (Expense), Net

     Other income (expense), net, consisted of the following:

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
	(in thousands)
Interest income	$	71,666		$	38,189		$	17,537
Interest expense		(17,817	)		(677	)		(1,413	)
Foreign exchange loss		(1,512	)		(1,458	)		(1,175	)
Debt issue cost amortization		—			(368	)		—
Equity method investment losses		—			—			(205	)
Equity method investment impairment		—			—			(445	)
Gain on sale of other investments		3,000			—			—
Charitable contributions		(1,500	)		(1,000	)		(5,500	)
Favorable legal judgment		15,834			—			—
Other, net		(608	)		336			(679	)
	$	69,063		$	35,022		$	8,120

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     The increase in interest income during fiscal year 2007 compared with the prior year is primarily due to increases in our average balances of cash and cash equivalents, short-term investments, and restricted cash and investments throughout fiscal year 2007 and to a lesser extent, increases in interest rate yields. Although the average total cash and cash equivalents and short-term investments balances increased throughout the year, the balances at the end of fiscal year 2007 decreased by approximately $490 million compared to the prior year, primarily due to share repurchase activity of approximately $1.1 billion throughout fiscal year 2007, of which approximately $768 million occurred during the June 2007 quarter.

     The increase in interest expense during fiscal year 2007 was due to the $350 million of long-term debt entered into by our wholly-owned subsidiary on June 16, 2006 to facilitate the repatriation of foreign earnings under the American Jobs Creation Act of 2004 (AJCA). The balance of our long-term debt was $250 million as of June 24, 2007.

     In June 2007 we recognized a gain of $3.0 million related to the sale of a private equity investment.

     The favorable legal judgment of $15.8 million during fiscal year 2007 was obtained in a lawsuit filed by the Company alleging breach of purchase order contracts by one of its customers. The Supreme Court of California denied review of lower and appellate court judgments in favor of Lam Research during the quarter ended September 24, 2006.

     The sequential increase in interest income during fiscal year 2006 compared to fiscal year 2005 was due to the combined effect of increased cash and cash equivalents, short-term securities, and restricted cash and investments balances as well as increases in interest rate yields. The Company’s total balances of cash, cash equivalents, short-term securities, and restricted cash and investments, increased approximately $626 million from fiscal year 2005. This increase included the Company’s wholly-owned subsidiary’s drawdown against a $350 million Credit Agreement to support the Company’s foreign earnings repatriation of $500 million under the AJCA. The remaining increase of $276 million was primarily driven by $367 million from cash flows from operating activities.

Income Tax Expense

     Our annual income tax expense was $161.9 million, $104.6 million and $99.0 million, in fiscal years 2007, 2006, and 2005, respectively. Our effective tax rate for fiscal years 2007, 2006, and 2005 was 19.1%, 23.8% and 25.0%, respectively. The decrease in our effective tax rate in fiscal year 2007 was due to the change in the geographical mix of income in jurisdictions with a lower tax rate as well as certain discrete events resulting in a net tax benefit of $21.5 million, or 2.5% benefit on the effective tax rate. These discrete events included favorable adjustments for previously estimated tax liabilities upon the filing of the Company’s U.S. and certain foreign income tax returns, the reversal of tax reserves with respect to certain transfer pricing items now settled and an increased benefit related to the extension of the federal research credit as it pertains to the Company’s fiscal year 2006. These favorable adjustments were partially offset by an increase in tax expense related to the application of foreign tax rulings.

     The fiscal year 2006 effective tax rate was 23.8%, compared to the fiscal year 2005 effective tax rate of 25.0%, and reflects the increase in income in jurisdictions with a lower tax rate, the realization of state R&D tax credits not previously benefited, favorable tax rulings on prior year tax returns filed and the reversal of tax reserves with respect to the agreement of a bilateral advanced pricing arrangement. These favorable adjustments for the year were partially offset by a discrete event for the repatriation during fiscal year 2006 of a $500 million extraordinary dividend under the American Jobs Creation Act of 2004, combined with the impact of the accounting for equity-based awards in accordance with SFAS No. 123R and the deductibility of those awards in some jurisdictions, and the expiration of the research tax credit on December 31, 2005.

Deferred Income Taxes

     Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our gross deferred tax assets, primarily comprised of reserves and accruals that are not currently deductible and tax credit carryforwards, were $123.3 million and $133.3 million at the end of fiscal years 2007 and 2006, respectively. These gross deferred tax assets were offset by deferred tax liabilities of $34.2 million and $27.1 million at the end of fiscal years 2007 and 2006, respectively.

     Deferred tax assets decreased in fiscal year 2007 primarily due to the utilization of tax credits, adjustments for previously estimated tax liabilities upon the filing of income tax returns in various jurisdictions, the impact of certain elections related to foreign tax rulings, the conclusion of negotiations on certain transfer pricing items, and the incremental tax benefit related to stock-based compensation deductions.

     We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more likely than not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed. We evaluate the realizability of the deferred tax assets quarterly and will continue to assess the need for additional valuation allowances, if any.

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Critical Accounting Policies and Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain judgments, estimates and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We based our estimates and assumptions on historical experience and on various other assumptions believed to be applicable and evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

     The significant accounting policies used in the preparation of our financial statements are described in Note 2 of our Consolidated Financial Statements. Some of these significant accounting policies are considered to be critical accounting policies. A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain.

     We believe that the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

     Revenue Recognition: We recognize all revenue when persuasive evidence of an arrangement exists, delivery has occurred and title has passed or services have been rendered, the selling price is fixed or determinable, collection of the receivable is reasonably assured, and we have completed our system installation obligations, received customer acceptance or are otherwise released from our installation or customer acceptance obligations. In the event that terms of the sale provide for a lapsing customer acceptance period, we recognize revenue upon the expiration of the lapsing acceptance period or customer acceptance, whichever occurs first. In circumstances where the practices of a customer do not provide for a written acceptance or the terms of sale do not include a lapsing acceptance provision, we recognize revenue where it can be reliably demonstrated that the delivered system meets all of the agreed-to customer specifications. In situations with multiple deliverables, revenue is recognized upon the delivery of the separate elements to the customer and when we receive customer acceptance or are otherwise released from our customer acceptance obligations. Revenue from multiple-element arrangements is allocated among the separate elements based on their relative fair values, provided the elements have value on a stand-alone basis, there is objective and reliable evidence of fair value, the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item(s) is considered probable and substantially in our control. The maximum revenue recognized on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. Revenue related to sales of spare parts and system upgrade kits is generally recognized upon shipment. Revenue related to services is generally recognized upon completion of the services requested by a customer order. Revenue for extended maintenance service contracts with a fixed payment amount is recognized on a straight-line basis over the term of the contract.

     Inventory Valuation: Inventories are stated at the lower of cost or market using standard costs which approximate actual costs on a first-in, first-out basis. We maintain a perpetual inventory system and continuously record the quantity on-hand and standard cost for each product, including purchased components, subassemblies, and finished goods. We maintain the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. When the terms of sale do not specify, we assume title transfers when we complete physical transfer of the products to the freight carrier unless other customer practices prevail. Transfer of title for shipments to Japanese customers generally occurs at time of customer acceptance.

     Standard costs are reassessed at least annually and reflect achievable acquisition costs, generally the most recent vendor contract prices for purchased parts, currently obtainable assembly and test labor utilization levels, methods of manufacturing, and overhead for internally manufactured products. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of inventory between our legal entities are eliminated from our consolidated financial statements.

     Management evaluates the need to record adjustments for impairment of inventory at least quarterly. Our policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period. Generally, obsolete inventory or inventory in excess of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated market value if less than cost. Inherent in the estimates of market value are management’s forecasts related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor market conditions, possible alternative uses, and ultimate realization of excess inventory. If future customer demand or market conditions are less favorable than our projections, additional inventory write-downs may be required and would be reflected in cost of sales in the period the revision is made.

     Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service warranty to customers as part of the overall price of the system. We offer standard warranties for our systems that run generally for a period of 12 months from system acceptance, not to exceed 14 months from shipment of the system to the customer. When appropriate, we record a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded is based on an analysis of historical activity which uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual parts and labor costs incurred in subsequent periods are charged to those established reserves through the application of detailed project record keeping.

     Actual warranty expenses are incurred on a system-by-system basis, and may differ from our original estimates. While we periodically monitor the performance and cost of warranty activities, if actual costs incurred are different than our estimates, we may recognize adjustments to provisions in the period in which those differences arise or are identified. We do not maintain general or unspecified reserves; all warranty reserves are related to specific systems.

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     In addition to the provision of standard warranties, we offer customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related liabilities are determined to be probable and estimable.

     Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: We account for our employee stock purchase plan (ESPP) and stock plans under the provisions of SFAS No. 123R. SFAS No. 123R requires the recognition of the fair value of equity-based compensation in net income. The fair value of our restricted stock units was calculated based upon the fair market value of Company stock at the date of grant. The fair value of our stock options and ESPP awards was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections in adopting and implementing SFAS No. 123R, including expected stock price volatility and the estimated life of each award. The fair value of equity-based awards is amortized over the vesting period of the award and we have elected to use the straight-line method for awards granted after the adoption of SFAS No. 123R and continue to use a graded vesting method for awards granted prior to the adoption of SFAS No. 123R.

     We make quarterly assessments of the adequacy of our tax credit pool to determine if there are any deficiencies that require recognition in our consolidated statements of operations. As a result of the adoption of SFAS No. 123R, we will only recognize a benefit from stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to us have been utilized. In addition, we have elected to account for the indirect benefits of stock-based compensation on the research tax credit and the extraterritorial income deduction through the income statement (continuing operations) rather than through paid-in-capital. We have also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits determined under APB No. 25 for income tax footnote disclosure purposes. We will track these stock award attributes separately and will only recognize these attributes through paid-in-capital in accordance with Footnote 82 of SFAS No. 123R.

     In connection with our restatement of the consolidated financial statements, we have applied judgment in choosing whether to revise measurement dates and if revised which measurement date to select for prior option grants. Information regarding the restatement is set forth above in “Restatement of Previously Issued Financial Statements” and in Note 3, “Restatement of Consolidated Financial Statements” in Notes to Consolidated Financial Statements of this Form 10-K.

     Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more likely than not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed.

     We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified.

     We provide for income taxes on an interim basis on the basis of annual estimated effective income tax rates. Our estimated effective income tax rate reflects the underlying profitability of the Company, the level of R&D spending, the regions where profits are recorded and the respective tax rates imposed. We carefully monitor these factors and adjust the effective income tax rate, if necessary. If actual results differ from estimates, we could be required to record an additional valuation allowance on deferred tax assets or adjust our effective income tax rate, which could have a material impact on our business, results of operations, and financial condition.

     The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws. Our estimate for the potential outcome of any uncertain tax issue is highly judgmental. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operation and financial condition. The Company accounts for the income tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies”.

     Goodwill and Intangible Assets: We account for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, (SFAS No. 142). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. We review goodwill for impairment at least annually. In addition, we review goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

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Recent Accounting Pronouncements

     In July 2006, the FASB issued FASB Interpretation Number 48, “Accounting for Income Tax Uncertainties” (FIN 48). FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We will adopt FIN 48 as of June 25, 2007. As a result of the adoption of FIN 48, we expect to decrease the recorded liability for unrecognized tax benefits by approximately $26.2 million as well as reclass approximately $64.4 million from current to non-current income taxes payable. We expect the cumulative effect of adopting FIN 48 to be a $17.6 million increase to our opening retained earnings in the first quarter of fiscal year 2008.

     In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year’s financial statements are materially misstated. We applied the provisions of SAB 108 beginning in the first quarter of fiscal year 2007.

     In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, (SFAS No. 157), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Earlier adoption is permitted, provided the company has not yet issued financial statements, including interim periods, for that fiscal year. We are currently evaluating the impact, if any, of adopting the provisions of SFAS No. 157 on our financial position, results of operations and liquidity.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157. We expect to adopt SFAS No. 159 beginning June 30, 2008 and are currently evaluating the impact that this pronouncement may have on our consolidated financial statements.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008. We expect to adopt SFAS No. 141R beginning in fiscal year 2010 and are currently evaluating the potential impact, if any, of the adoption of SFAS No. 141R on our consolidated financial statements.

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Liquidity and Capital Resources

     As of June 24, 2007, we had approximately $1.0 billion in gross cash and cash equivalents, short-term investments, and restricted cash and investments compared with $1.5 billion at June 25, 2006. During fiscal year 2007, we generated $823.6 million in cash from operating activities, which supported the use of $1.1 billion in stock repurchases, $177.1 million to fund the acquisition of the silicon growing and silicon fabrication assets of Bullen Ultrasonics, Inc. (Bullen), and $100.0 million repayment of our long-term debt.

Cash Flows from Operating Activities

     Net cash provided by operating activities of $823.6 million during fiscal year 2007 consisted of (in millions):

Net income	$	685.8
Non-cash charges:
Depreciation and amortization		38.1
Equity-based compensation		35.6
Net tax benefit on equity-based compensation plans		17.4
Deferred income taxes		17.1
Change in other working capital accounts		29.0
Other		0.6
	$	823.6

     Significant changes in assets and liabilities included increases in deferred profit of $51.1 million due to increased volume of shipments, $44.8 million in accrued expenses primarily due to increased incentive-based compensation on higher profit levels, and an increase in accounts payable of $9.1 million. These amounts were partially offset by an increase in inventories of $56.3 million on increased business volume, an increase in prepaid expenses and other assets of $19.2 million on a pre-tax basis due to certain supply arrangement and taxes receivable.

Cash Flows from Investing Activities

     Net cash used for investing activities during fiscal year 2007 was $82.8 million and included the acquisition of Bullen assets of $177.1 million and capital expenditures of $60.0 million partially offset by the reclassification of $110.0 million from restricted cash and investments due to the repayment of $100.0 million of our long-term debt and $45.2 million in net sales of short-term investments.

Cash Flows from Financing Activities

     Net cash used for financing activities during fiscal year 2007 was $1.1 billion in total reflecting $1.1 billion of stock repurchases thereby completing all available share repurchase authorizations. We also made payments on our long-term debt and capital leases of $100.2 million. Partially offsetting these uses of cash were $60.6 million from the issuance of our Common Stock related to employee equity-based plans, and $45.0 million of excess tax benefit on equity-based compensation plans which represents the benefits of tax deductions in excess of the compensation cost recognized.

     Given the cyclical nature of the semiconductor equipment industry, we believe that maintaining sufficient liquidity reserves is important to support sustaining levels of investment in R&D and capital infrastructure. Based upon our current business outlook, our levels of cash, cash equivalents, and short-term investments at June 24, 2007 are expected to be sufficient to support our presently anticipated levels of operations, investments, debt service requirements, and capital expenditures through at least the next 12 months.

     In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on demand for our products. Should additional funding be required, we may need to raise the required funds through borrowings or public or private sales of debt or equity securities. We believe that, in the event of such requirements, we will be able to access the capital markets on terms and in amounts adequate to meet our objectives. However, given the possibility of changes in market conditions or other occurrences, there can be no certainty that such funding will be available in needed quantities or on terms favorable to us.

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Off-Balance Sheet Arrangements and Contractual Obligations

     We have certain obligations, some of which are recorded on our balance sheet and some which are not, to make future payments under various contracts. Obligations are recorded on our balance sheet in accordance with U.S. generally accepted accounting principles. The obligations recorded on our consolidated balance sheet include our long-term debt which is outlined in the following table and discussed below. Our off-balance sheet arrangements include certain contractual relationships and are presented as operating leases and purchase obligations in the table below. Our combined contractual cash obligations and commitments relating to these agreements, and our guarantees are included in the following table as of June 24, 2007:

					Long-term
	Operating		Purchase		Debt and
	Leases		Obligations		Interest Expense		Total
	(in thousands)
Payments due by period:
Less than 1 year	$	86,543	$	178,815	$	13,851	$	279,209
1-3 years		6,117		62,253		27,401		95,771
3-5 years		1,745		29,792		263,738		295,275
Over 5 years		1,743		39,273		—		41,016
Total	$	96,148	$	310,133	$	304,990	$	711,271

Operating Leases

     We lease most of our administrative, R&D and manufacturing facilities, regional sales/service offices and certain equipment under non-cancelable operating leases that expire at various dates through 2021. Certain of our facility leases for buildings located at our Fremont, California headquarters and certain other facility leases provide us with an option to extend the leases for additional periods or to purchase the facilities. Certain of our facility leases provide for periodic rent increases based on the general rate of inflation.

     Included in the operating leases less than 1 year section of the table above is $75.0 million in guaranteed residual values for lease agreements relating to certain properties at our Fremont, California campus. As part of the lease agreements, we have the option to purchase the remaining buildings at any time for a total purchase price for all remaining properties related to these leases of approximately $85.0 million. We are required to guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in fiscal year 2008 (in the event that the leases are not renewed, we do not exercise the purchase options, the lessor sells the properties and the sale price is less than the lessor’s costs). We maintain cash collateral of $85.0 million as part of the lease agreements as of June 24, 2007 in separate, specified certificates of deposit and interest-bearing accounts that are recorded as restricted cash and investments in our Consolidated Balance Sheet. The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by us. We obtained compliance waivers from the lessor with respect to our obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please see additional information in “Subsequent Events” below regarding renewal of the leases noted above and entry into additional leases.

     The remaining operating lease balances primarily relate to non-cancelable facility-related operating leases.

Purchase Obligations

     Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-year periods related to our outsourcing activities or other material commitments, including vendor-consigned inventories. We continue to enter into new agreements and maintain existing agreements to outsource certain activities, including elements of our manufacturing, warehousing, logistics, facilities maintenance, certain information technology functions, and certain transactional general and administrative functions. The contractual cash obligations and commitments table presented above contains our minimum obligations at June 24, 2007 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid.

     Consignment inventories, which are owned by vendors but located in our storage locations and warehouses and properly segregated and controlled, are not reported as our inventory until title is transferred to us or our purchase obligation is determined. At June 24, 2007, vendor-owned inventories held at our locations and not reported as our inventory were $27.4 million.

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Long-Term Debt and Interest Expense

     On June 16, 2006, our wholly-owned subsidiary, Lam Research International SARL (LRI), as borrower, entered into a $350 million Credit Agreement (the LRI Credit Agreement). Under the LRI Credit Agreement, on June 19, 2006, LRI borrowed $350 million in principal amount. The loan under the LRI Credit Agreement shall be fully repaid not later than five years following the closing date and will bear interest at LIBOR plus a spread (applicable margin) ranging from 0.10% to 0.50%, depending upon a consolidated leverage ratio, as defined in the LRI Credit Agreement. LRI may prepay the loan under the LRI Credit Agreement in whole or in part at any time without penalty, subject to reimbursement of lenders’ breakage and redeployment costs in certain cases. The amounts in the table above include the remaining principal payment of $250 million due on June 19, 2011 and interest payments estimated based on the current LIBOR rate in effect as of June 24, 2007 of 5.320% and applicable margin of ten basis points. $100.0 million of the original $350.0 million debt was repaid during fiscal year 2007. The fair value of long-term debt approximates its carrying value due to the variable interest rate applicable to the debt. Please see additional information under “Subsequent Events” below regarding termination of the LRI Credit Agreement and our entry into a new credit agreement.

     We used the proceeds from the credit facility entered into by LRI to facilitate a portion of the repatriation of $500 million of foreign earnings in fiscal year 2006 under the provisions of the American Jobs Creation Act.

Guarantees

     We account for our guarantees in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (FIN No. 45). FIN No. 45 requires a company that is a guarantor to make specific disclosures about its obligations under certain guarantees that it has issued. FIN No. 45 also requires a company (the Guarantor) to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee.

     We lease several facilities at our headquarters location in Fremont, California. As part of certain of the lease agreements, we have the option to purchase the remaining buildings at any time for a total purchase price for all remaining properties related to these leases of approximately $85.0 million. We are required to guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in fiscal year 2008 (in the event that the leases are not renewed, we do not exercise the purchase options, the lessor sells the properties and the sale price is less than the lessor’s costs). We maintain cash collateral of $85.0 million as part of the lease agreements as of June 24, 2007 in separate, specified certificates of deposit and interest-bearing accounts that are recorded as restricted cash and investments in our Consolidated Balance Sheet. The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by us. We obtained compliance waivers from the lessor with respect to our obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please see additional information under “Subsequent Events” below for renewal of the leases noted above and entry into additional leases.

     We have issued certain indemnifications to our lessors under some of our agreements. We have entered into certain insurance contracts that may limit our exposure to such indemnifications. As of June 24, 2007, we have not recorded any liability on our financial statements in connection with these indemnifications, as we do not believe, based on information available, that it is probable that any amounts will be paid under these guarantees.

     On June 16, 2006, our wholly-owned subsidiary, LRI, as borrower, entered into the $350 million LRI Credit Agreement. In connection with the LRI Credit Agreement, we entered into a Guarantee Agreement (the “Guarantee Agreement”) guaranteeing the obligations of LRI under the LRI Credit Agreement. Our obligations under the Guarantee Agreement are collateralized by readily marketable securities in an amount equal to 110% of the outstanding balance of our obligations under the Guarantee Agreement, representing $275.0 million at June 24, 2007 as we had paid down $100.0 million of the existing debt during fiscal year 2007. This collateral is reflected in the balance of restricted cash and investments in our Consolidated Balance Sheet. We obtained compliance waivers from the lender with respect to our obligation to deliver financial statements to the lender under the terms provided in the Guarantee Agreement. Please see additional information under “Subsequent Events” below regarding termination of the LRI Credit Agreement and the Guarantee Agreement, our entry into a new credit agreement, and the entry of our wholly-owned subsidiary Bullen Semiconductor Corporation into a new guarantee agreement with respect to the new credit agreement.

     Generally, we indemnify, under pre-determined conditions and limitations, our customers for infringement of third-party intellectual property rights by our products or services. We seek to limit our liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. We do not believe, based on information available, that it is probable that any material amounts will be paid under these guarantees.

     We offer standard warranties on our systems that run generally for a period of 12 months from system acceptance not to exceed 14 months from the date of shipment of the system to the customer. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements.

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Subsequent Events

     SEZ Transaction: On March 11, 2008, we completed the tender offer for the outstanding shares of SEZ Holding AG (“SEZ”), the leading supplier of single-wafer clean technology and products to the global semiconductor manufacturing industry. Upon the completion of the tender, we acquired approximately 94% of the outstanding shares of SEZ. We expect to take additional steps as necessary to acquire the SEZ shares that remain outstanding.

     The tender offer was conducted pursuant to the terms of a Transaction Agreement entered into on December 10, 2007 by and between the Company and SEZ (the “Transaction Agreement”). Under the terms of the Transaction Agreement, we acquired all shares of SEZ that were tendered in the offer at a price of CHF 38 per share in cash, for a total price of CHF 606 million, which approximated US$584 million.

     In December 2007, we purchased a call option with a notional amount of approximately CHF 641 million to hedge the currency exposure in connection with the anticipated purchase of the shares of SEZ as noted above. The call option premium cost was $10.3 million. The mark-to-market value of the fair value of the call option as of December 23, 2007 was $3.1 million resulting in a $7.2 million unrealized loss recorded in other income (expense), net in our condensed consolidated statements of operations for the quarter ended December 23, 2007. In February 2008 we extended the expiration date of the call option at an additional premium cost of $2.4 million. We exercised the call option during March 2008 which resulted in a gain of $40.7 million which we will record in other income (expense), net in our condensed consolidated statements of operations for the quarter ending March 30, 2008.

     Operating Leases: On December 18, 2007, we entered into a series of two operating leases (the “Livermore Leases”) regarding certain improved properties in Livermore, California. On December 21, 2007, we entered into a series of four amended and restated operating leases (the “New Fremont Leases,” and collectively with the Livermore Leases, the “Operating Leases”) with regard to certain improved properties at our headquarters in Fremont, California. Each of the Operating Leases is an off-balance sheet arrangement.

     The Operating Leases (and associated documents for each Operating Lease) were entered into by us and BNP Paribas Leasing Corporation (“BNPPLC”).

     Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction period during which BNPPLC’s and our obligations will be governed by the Construction Agreement entered into with regard to such Livermore Lease facility) ending on the first business day in January, 2015. Total scheduled rent payments under the Livermore Leases are estimated to be approximately $25.7 million in the aggregate (based on one-month LIBOR rates at the time of entering into the leases), following completion of improvements to each property.

     Each New Fremont Lease has an approximately seven-year term ending on the first business day in January, 2015. Total scheduled rent payments under the New Fremont Leases are approximately $32.4 million in the aggregate (based upon three-month LIBOR rates at the time of entering into the leases).

     Under each Operating Lease, we may, at our discretion and with 30 days’ notice, elect to purchase the property that is the subject of the Operating Lease for an amount approximating the sum required to prepay the amount of BNPPLC’s investment in the property and any accrued but unpaid rent. Any such amount may also include an additional make-whole amount for early redemption of the outstanding investment, which will vary depending on prevailing interest rates at the time of prepayment.

     We are required, pursuant to the terms of the Operating Leases and associated documents, to maintain collateral in an aggregate of approximately $165.0 million (upon completion of the Livermore construction) in separate interest-bearing accounts with BNPPLC (or a third party, currently State Street Bank and Trust, with regard to the Livermore Leases) as security for our obligations under the Operating Leases.

     Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be remarketed. We have guaranteed to BNPPLC that each property will have a certain minimum residual value, as set forth in the applicable Operating Lease. The aggregate guarantee made by us under the Operating Leases is no more than approximately $141.8 million (although, under certain default circumstances, the guarantee with regard to an Operating Lease may be 100% of BNPPLC’s investment in the applicable property; in the aggregate, the amounts payable under such guarantees will be no more than $165.0 million plus related indemnification or other obligations).

     Under each Operating Lease and its associated documents, we are subject to a financial covenant requiring us to maintain unrestricted cash, unencumbered cash investments, and unencumbered marketable securities of at least $300.0 million (not including the collateral maintained as security for our obligations under the Operating Leases).

     The Operating Leases are subject to customary default provisions, including, without limitation, those relating to payment defaults under the Operating Leases and associated documents, payment defaults under other indebtedness of us, performance defaults under the Operating Leases (including cross-defaults between each of the Operating Leases), and events of bankruptcy. In the event that such defaults occur and are continuing, BNPPLC may accelerate repayment of a portion or all of its investment under the applicable Operating Leases; alternatively, BNPPLC may require us to pay all amounts due under one or more Operating Leases through the end of the term of the applicable Operating Leases.

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     Credit Agreements: On March 3, 2008, we, as borrower, entered into a Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement”) with ABN AMRO BANK N.V (the “Agent”), as administrative agent for the lenders party to the Credit Agreement, and such lenders. Bullen Semiconductor Corporation, our wholly-owned domestic subsidiary(“Bullen”), entered into a guarantee (the “Bullen Guarantee”) to guarantee our obligations under the Credit Agreement. In connection with the Credit Agreement, we and Bullen entered into certain collateral documents (collectively, the “Collateral Documents”) including a Security Agreement by us (the “Security Agreement”), a Security Agreement by Bullen (the “Bullen Security Agreement”), a Pledge Agreement by us (the “Pledge Agreement”) and other Collateral Documents to secure our obligations under the Credit Agreement. The Collateral Documents encumber current and future accounts receivables, inventory, equipment and related assets of us and Bullen, as well as 100% of our ownership interest in Bullen and 65% of our ownership interest in Lam Research International BV, our wholly-owned subsidiary. In addition, any future domestic subsidiaries of us will also enter into a similar guarantee and collateral documents to encumber the foregoing type of assets.

     Under the Credit Agreement, we borrowed $250 million in principal amount for general corporate purposes. The loan under the Credit Agreement is a non-revolving term loan with the following repayment terms: (a) $12.5 million of the principal amount due on each of (i) September 30, 2008, (ii) March 31, 2009 and (iii) September 30, 2009 and (b) the payment of the remaining principal amount on March 6, 2010. The outstanding principal amount bears interest at LIBOR plus 0.75% per annum or, alternatively, at the Agent’s “prime rate.” We may prepay the loan under the Credit Agreement in whole or in part at any time without penalty. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default, as well as various negative covenants (including maximum leverage ratio, minimum liquidity and minimum EBITDA).

     As a condition to funding under the Credit Agreement, the outstanding balance ($250 million) under the LRI Credit Agreement was repaid in full. LRI is our wholly-owned subsidiary. In addition, the Guarantee Agreement was also terminated. Our obligations under the Guarantee Agreement were fully collateralized by cash and cash equivalents.

     Section 409A: As a result of the determinations from a voluntary independent stock option review, the Company considered the application of Section 409A of the IRC to certain stock option grants where, under APB No. 25, intrinsic value existed at the time of grant. In the event such stock option grants are not considered as issued at fair market value at the original grant date under the IRC and applicable regulations thereunder, these options are subject to Section 409A. On March 30, 2008, the Board of Directors of the Company authorized the Company to assume the liability of any and all employees, including the Company’s Chief Executive Officer and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range of approximately $50 million to $55 million. The determinations from the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of the Company’s 2007 Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and variable rate long-term debt. We target to maintain a conservative investment policy, which focuses on the safety and preservation of our invested funds by limiting default risk, market risk, and reinvestment risk. The table below presents principal amounts and related weighted-average tax equivalent interest rates by year of maturity for our investment portfolio at June 24, 2007 and June 25, 2006:

																								June 25,
	June 24, 2007																							2006
	Fiscal Year Ending
	June 29,			June 28,			June 27,			June 26,			June 24,
	2008			2009			2010			2011			2012			There-after			Total			Fair Value		Total
	(in thousands, except percentages)
Cash equivalents
Principal Amount with variable rate - - Money Market Fund	$	529,968																	$	529,968		$	529,968		730,887
Average rate		5.24	%																	5.24	%				4.95	%
Principal Amount with fixed rate — Securities	$	—																	$	—					113,566
Average rate																									5.10	%
Short-term investment
Principal Amount with fixed rate	$	30,636		$	28,829		$	15,761		$	6,979		$	8,482		$	6,859		$	97,546		$	96,724		142,331
Average rate		4.68	%		4.98	%		4.69	%		5.16	%		5.07	%		4.64	%		4.85	%				4.19	%
Restricted Cash/Investments
Principal Amount with fixed rate — Time Deposit	$	85,038																	$	85,038		$	85,038
Average rate		5.25	%																	5.25	%
Principal Amount with variable rate - - Auction Rate Notes/VRDN	$	12,100		$	1,000														$	13,100		$	13,096		70,575
Average rate (taxable equivalent yield)		3.87	%		5.73	%														4.24	%				5.64	%
Principal Amount with fixed rate - - Restricted Securities	$	50,696		$	96,759		$	65,231		$	28,992		$	16,610		$	4,869		$	263,157		$	261,904		400,450
Average rate (taxable equivalent yield)		3.67	%		3.00	%		3.66	%		3.82	%		3.89	%		4.53	%		3.68	%				5.12	%
Total investment securities	$	708,438		$	126,588		$	80,992		$	35,971		$	25,092		$	11,728		$	988,809		$	986,730		1,457,809
Average rate		4.45	%		3.91	%		3.86	%		4.08	%		4.29	%		4.60	%		4.27	%		—		4.41	%
Long-term debt — Variable rate	$	—		$	—		$	—		$	250,000		$	—		$	—		$	250,000		$	250,000	$	350,000
Average rate		—			—			—			5.42	%		—			—			5.42	%		—		5.65	%

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     The following table presents the hypothetical fair values of fixed income securities as a result of selected potential market decreases and increases in interest rates. Market changes reflect immediate hypothetical parallel shifts in the yield curve of plus or minus 50 basis points (“BPS”), 100 BPS, and 150 BPS. The hypothetical fair values as of June 24, 2007 are as follows:

	Valuation of Securities Given an Interest Rate						Fair Value as of		Valuation of Securities Given an Interest Rate
	Decrease of X Basis Points						June 24, 2007		Increase of X Basis Points
	(150 BPS)		(100 BPS)		(50 BPS)		0.00%		50 BPS		100 BPS		150 BPS
	(in thousands)
U.S. Treasury	$	3,003	$	2,969	$	2,936	$	2,902	$	2,869	$	2,835	$	2,801
Government Sponsored Entity		21,697		21,583		21,470		21,356		21,242		21,129		21,015
Corporate		208,737		207,750		206,763		205,776		204,788		203,800		202,813
Municipal		232,389		230,502		228,615		226,728		224,841		222,954		221,067
	$	465,826	$	462,804	$	459,784	$	456,762	$	453,740	$	450,718	$	447,696

     We mitigate default risk by investing in high credit quality securities and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to achieve portfolio liquidity and maintain a prudent amount of diversification.

     We conduct business on a global basis in several major international currencies. As such, we are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our sales and expenses are denominated in U.S. dollars except for certain of our revenues in Japan that are denominated in Japanese yen, certain of our spares and service contracts which are denominated in other currencies, and expenses related to our non-U.S. sales and support offices which are denominated in these countries’ local currency. We currently enter into foreign currency forward contracts to minimize the short-term impact of the exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen-denominated revenue where we currently believe our primary exposure to currency rate fluctuation lies. To protect against the reduction in value of forecasted Japanese yen-denominated revenues, we enter into foreign currency forward exchange rate contracts that generally expire within 12 months, and no later than 24 months. These foreign currency forward exchange rate contracts are designated as cash flow hedges and are carried on our Balance Sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue is recognized. We also enter into foreign currency forward contracts to hedge the gains and losses generated by the remeasurement of Japanese yen-denominated net receivable balances. The change in fair value of these balance sheet hedge contracts is recorded into earnings as a component of other income and expense and offsets the change in fair value of the foreign currency denominated intercompany and trade receivables, recorded in other income and expense, assuming the hedge contract fully covers the intercompany and trade receivable balances.

     On June 24, 2007, the notional amount of outstanding Japanese yen forward contracts that are designated as balance sheet hedges was $30.2 million. The unrealized gain on the contracts on June 24, 2007, was $0.1 million. As of June 24, 2007, a hypothetical adverse foreign currency exchange rate movement of 10 percent and 15 percent in the Japanese yen would result in a potential loss in fair value of our balance sheet hedge forward contracts of $3.0 million and $4.5 million, respectively. These changes in fair values would be offset in other income and expense by corresponding change in fair values of the foreign currency denominated intercompany and trade receivables assuming the hedge contract fully covers the intercompany and trade receivable balances. On June 24, 2007, the notional amount of outstanding Japanese yen forward contracts that are designated as cash flow hedges was $77.6 million. As of June 24, 2007, a hypothetical adverse foreign currency exchange rate movement of 10 percent and 15 percent in the Japanese yen would result in a potential loss in fair value of our cash flow hedge forward contracts of $7.8 million and $11.6 million, respectively.

     Our outstanding long-term debt of $250.0 million bears interest at LIBOR plus a spread ranging from 0.10% to 0.50%, depending upon a consolidated leverage ratio, as defined in the LRI Credit Agreement. The initial spread under the LRI Credit Agreement is 0.10%. The principal payment of $250 million is due on June 19, 2011. The fair value of long-term debt approximates its carrying value due to the variable interest rate applicable to the debt. Please see additional information under “Subsequent Events” regarding termination of the LRI Credit Agreement and our entry into a new credit agreement.

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Item 8. Financial Statements and Supplementary Data

     The Consolidated Financial Statements required by this Item are set forth on the pages indicated in Item 15(a). The unaudited quarterly results of our operations for our two most recent fiscal years are incorporated herein by reference under Item 6, “Selected Financial Data”.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     None.

Item 9A. Controls and Procedures

Stock Option Grant Practices and Restatement

     As discussed in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements of this 2007 Form 10-K, we are restating our consolidated balance sheet as of June 25, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 25, 2006 and June 26, 2005 as a result of a voluntary independent stock option review conducted by a special committee appointed by the Board of Directors that consisted of two independent board members (the “Independent Committee”). The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1997 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004. This 2007 Form 10-K also reflects the restatement of “Selected Financial Data” in Item 6 as of and for the years ended June 25, 2006, June 26, 2005, June 27, 2004 and June 29, 2003. In addition, we are restating the unaudited quarterly condensed financial statements for interim periods of fiscal year 2006, and unaudited condensed balance sheets as of March 25, 2007, December 24, 2006 and September 24, 2006. There was no effect of the restatement on the consolidated statements of operations for the first three quarters of fiscal year 2007.

Findings and Recommendations of the Independent Committee

     As a result of its review, the Independent Committee identified certain deficiencies relating to the Company’s historical practices and accounting with respect to stock options. The deficiencies identified include the following areas:

• Historical Board and Compensation Committee procedures regarding the issuance and approval of stock option grants;

• Historical coordination among departments relating to the administration of the stock option grant process;

• Historical compliance with and application of accounting standards with respect to stock option grants;

• Compliance with certain of the Company’s stock option plans; and

• Historical record-keeping with respect to stock option grants.

     As a result of the deficiencies identified, the Independent Committee developed recommendations targeted at strengthening the Company’s processes with respect to equity compensation and relating accounting. These recommendations were presented to the Board of Directors on February 1, 2008 and include the areas of: approval authority for equity compensation awards; oversight and administration of the awards process; coordination among relevant departments; training with respect to equity compensation; and record-keeping. The Company is currently reviewing all of the Independent Committee’s recommendations as well as a potential timetable for implementation, but the Company believes that the substance of many of the recommendations of the Independent Committee have already been incorporated into the Company’s current equity compensation processes. This belief is consistent with the determination by the Independent Committee and the Company that the granting of RSUs after fiscal year 2005 was not within the scope of the Independent Committee review in part due to the documentation and testing required by Section 404 of the Sarbanes-Oxley Act of 2002.

     The Independent Committee concluded that there was no intentional misconduct on the part of Company management or the Company’s independent directors.

Disclosure Controls and Procedures

     As required by Exchange Act Rule 13a-15(b), as of June 24, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer, concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

     We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover. Our goal is to ensure that our senior management has timely access to material information that could affect our business.

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Management’s Report on Internal Control Over Financial Reporting

     Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 24, 2007 at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

     Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting, as stated in their report, which is included in Part IV, Item 15 of this 2007 Form 10-K.

Changes in Internal Control Over Financial Reporting

     There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Effectiveness of Controls

     While we believe the present design of our disclosure controls and procedures and internal control over financial reporting is effective at the reasonable assurance level, future events affecting our business may cause us to modify our disclosure controls and procedures or internal control over financial reporting. The effectiveness of controls cannot be absolute because the cost to design and implement a control to identify errors or mitigate the risk of errors occurring should not outweigh the potential loss caused by the errors that would likely be detected by the control. Moreover, we believe that a control system cannot be guaranteed to be 100% effective all of the time. Accordingly, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Item 9B. Other Information

     None.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

DIRECTORS

Listed below are the Company’s ten directors whose terms expire at the next annual meeting of stockholders.

			Director		Principal Occupation and Business Experience
Director	Age*		Since		During Past Five Years
James W. Bagley		69		1997	Mr. Bagley is the Executive Chairman of the Board of Directors. He has been a director of the Company since the merger of Lam Research and OnTrak Systems, Inc., in 1997, and has served as Chairman of the Board since 1998. Mr. Bagley was appointed to the office of Executive Chairman in 2005. From 1997 until 2005, Mr. Bagley served as Chief Executive Officer of the Company.
					From 1996 to 1997, Mr. Bagley served as Chairman of the Board and Chief Executive Officer of OnTrak Systems, Inc. He was formerly Chief Operating Officer and Vice Chairman of the Board of Applied Materials, Inc., where he also served in other senior executive positions during his 15-year tenure. Mr. Bagley held various management positions at Texas Instruments, Inc., before he joined Applied Materials. Mr. Bagley is currently a director of Micron Technology, Inc. and Teradyne, Inc.
David G. Arscott (1)		63		1980	Mr. Arscott has been a director of the Company since 1980, and was Chairman of the Board of Directors from 1982 to 1984. He is currently, and has been since 1988, a General Partner of Compass Technology Group, an investment management firm. From 1978 to 1988, Mr. Arscott was a Managing General Partner of Arscott, Norton & Associates, a venture capital firm. Mr. Arscott is a director of Dragnet Solutions, Inc., Percutaneous Systems, Inc., and Toolwire, Inc.
Robert M. Berdahl (2,3)		70		2001	Dr. Berdahl has been a director of the Company since 2001. Dr. Berdahl is currently, and has been since May 2006, the President of the Association of American Universities. From 2004 to May 2006, Dr. Berdahl held the position of Professor in the History Department of the University of California, Berkeley and Professor of Public Policy in the Goldman School of Public Policy, UC Berkeley. From 1997 to 2004, Dr. Berdahl served as Chancellor of the University of California, Berkeley. From 1993 to 1997, Dr. Berdahl was President of the University of Texas at Austin, and from 1986 to 1993, he was Vice Chancellor of Academic Affairs of the University of Illinois at Urbana-Champaign.

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			Director		Principal Occupation and Business Experience
Director	Age*		Since		During Past Five Years
Richard J. Elkus, Jr. (2,3)		73		1997	Mr. Elkus has been a director of the Company since 1997. He is currently, and has been since 1996, Chairman of Voyan Technology. From 1994 until 1997, Mr. Elkus was Vice Chairman of the Board and Executive Vice President of Tencor Instruments, Inc. Mr. Elkus is also currently a director of SOPRA S.A., the National Science and Technology Medals Foundation, and the Scripps Research Institute.
Jack R. Harris (2)		65		1982	Mr. Harris has been a director of the Company since 1982. Mr. Harris is currently, and since 2001 has been, Executive Chairman of Metara, Inc., and is currently, and since 1999, has been, Chairman of HT, Inc. From 1986 until 1999, Mr. Harris was Chairman, Chief Executive Officer, and President of Optical Specialties, Inc.
Grant M. Inman (1,3)		66		1981	Mr. Inman has been a director of the Company since 1981. Mr. Inman is currently, and since 1998 has been, a General Partner of Inman Investment Management. From 1985 until 1998, Mr. Inman was a General Partner of Inman & Bowman, a venture capital investment partnership. Mr. Inman is currently a director of Paychex, Inc., Wind River Systems, Inc., and AlphaCard Systems.
Catherine P. Lego (1)		51		2006	Ms. Lego has been a director of the Company since 2006. Ms. Lego is currently, and since 1999 has been, the General Partner of The Photonics Fund, LLP, a venture capital investment firm. She is also, and since 1992 has been, a member of Lego Ventures, LLC, a technology consulting firm. Ms. Lego is currently a director of SanDisk Corporation, StrataLight Communications, and WJ Communications, Inc.
Stephen G. Newberry		54		2005	Mr. Newberry has been a director and the Chief Executive Officer of the Company since 2005. Mr. Newberry joined the Company in August 1997 as Executive Vice President and Chief Operating Officer. He was appointed President and Chief Operating Officer of Lam in July 1998 and President and Chief Executive Officer in June 2005. Mr. Newberry currently serves as a director of Lam Research Corporation and of SEMI, the industry’s trade association. Prior to joining Lam, Mr. Newberry served as Group Vice President of Global Operations and Planning at Applied Materials, Inc. During his 17 years at Applied Materials, he held various positions in manufacturing, product development, sales and marketing, and customer service. Mr. Newberry is a graduate of the U.S. Naval Academy (BS Ocean Engineering) and the Harvard Graduate School of Business (Program for Management Development) and served five years in naval aviation prior to joining Applied Materials.

59

			Director		Principal Occupation and Business Experience
Director	Age*		Since		During Past Five Years
Seiichi Watanabe (1)		66		2005	Dr. Watanabe has been a director of the Company since 2005. Dr. Watanabe is currently, and since 2007 has been, the Executive Director of TechGate Investment, Inc., of Japan. From 2005 to June 2007, he was the Executive General Manager, Research & Development, for Terumo Corporation of Japan. From 2004 to 2005, Dr. Watanabe served as an Advisor to Sony Corporation following his retirement from Sony in 2004. During his tenure at Sony from 1993 to 2004, Dr. Watanabe served as Executive Vice President of Environmental Affairs, President of Frontier Science Laboratories (Sony), President of the Semiconductor Division, and Director of the Research Center. Dr. Watanabe is also currently a director of Cool.revo, Inc. of Japan, and of Zeta Bridge Corporation of Japan.
Patricia S. Wolpert (2)		58		2006	Ms. Wolpert has been a director of the Company since 2006. Ms. Wolpert is currently, and since 2003 has been, the owner of Wolpert Consulting LLC, a sales and marketing consulting firm. From 1972 to 2003, Ms. Wolpert served in a variety of executive positions with International Business Machines, Inc., including: Vice President, Sales Transformation, Americas; Vice President, Central Region, Americas; Vice President, System Sales, South America; and various other executive positions. Ms. Wolpert is currently a director and Chairman of the Board of Teradyne, Inc.

*	As of March 10, 2008
(1)	Member of Audit Committee.
(2)	Member of Compensation Committee.
(3)	Member of Nominating/Governance Committee.

EXECUTIVE OFFICERS

The information required by this item is incorporated by reference from the Section entitled “Executive Officers of the Company” in Part I, Item I.

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CORPORATE GOVERNANCE

     Lam Research’s Board of Directors and management are committed to responsible corporate governance to ensure that the Company is managed for the long-term benefit of its stockholders. To that end, the Board of Directors and management periodically review and update, as appropriate, the Company’s corporate governance policies and practices. In doing so, the Board and management review published guidelines and recommendations of institutional shareholder organizations and current best practices of similarly situated public companies. The Board and management also regularly evaluate and, when appropriate, revise Lam Research’s corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the SEC and NASDAQ.

Corporate Governance Policies and Practices

     Lam Research has instituted a variety of policies and practices to foster and maintain responsible corporate governance, including the following:

Corporate Governance Guidelines – The Company adheres to written Corporate Governance Guidelines, adopted by the Board and reviewed from time to time by the Nominating/Governance Committee, selected provisions of which are detailed below.

Corporate Code of Ethics – The Company maintains a Code of Ethics that applies to all Lam Research employees, officers, and members of the Board. A copy of the Code of Ethics is available on the Company’s web site at www.lamresearch.com, via the Investor Relations page.

Global Standards of Business Conduct Policy – The Company maintains written standards of business conduct applicable to its employees worldwide.

Board Committee Charters – Each of Lam Research’s Audit, Compensation, and Nominating/ Governance Committees has written charters adopted by Lam Research’s Board of Directors that establish practices and procedures for each committee in accordance with applicable corporate governance rules and regulations. Lam Research’s Audit, Compensation, and Nominating/Governance Committee Charters are available on the Company’s web site at www.lamresearch.com, via the Investor Relations page.

Board Nomination Policies and Procedures

• Board Membership Criteria – Lam Research’s Corporate Governance Guidelines provide that nominees for director are evaluated on the basis of a range of criteria, including (but not limited to) business and industry experience, wisdom, integrity, analytical ability, ability to make independent judgments, understanding of the Company’s business and competitive environment, willingness and ability to devote adequate time to Board duties, and other appropriate considerations. No director shall be nominated or re-nominated after having attained the age of seventy-five years, and no director may serve on more than a total of four boards of public companies (including the Company’s Board).

• Nomination Procedure – The Nominating/Governance Committee is responsible for identifying, evaluating, and recommending candidates for election to the Board, with due consideration for recommendations made by other Board members, the CEO, stockholders, and other sources. In addition to the above criteria, the Nominating/ Governance Committee also considers the appropriate balance of experience, skills, and characteristics desirable among the members of the Board. The independent members of the Board review the Nominating/Governance Committee recommendations and nominate candidates for election by the Company’s stockholders.

Director Independence

• Requirements – Lam Research’s Corporate Governance Guidelines require that at least a majority of the Board shall be independent in accordance with NASDAQ rules and other applicable criteria for independence. In addition, no non-employee director may serve as a consultant or service provider to the Company without the approval of a majority of the independent directors.

• Current Board Members – The Board has determined that the following directors are independent in accordance with NASDAQ criteria for director independence: David Arscott, Robert Berdahl, Richard Elkus, Jr., Jack Harris, Grant Inman, Catherine Lego, Seiichi Watanabe, and Patricia Wolpert.

• Board Committees – All members of each of the Company’s three standing committees – the Audit, Compensation, and Nominating/Governance Committees – are required to be independent in accordance with NASDAQ and other applicable criteria. See “Board Meetings and Committees” below for a description of the responsibilities of the Board’s standing committees.

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• Lead Independent Director – Pursuant to the Corporate Governance Guidelines, the Board may designate an independent director as the Lead Independent Director. Upon appointment, the Lead Independent Director is responsible for coordinating the activities of the independent members of the Board and acting as the principal liaison between the independent directors and the Executive Chairman and CEO when necessary and appropriate. Director Robert Berdahl has served as the Lead Independent Director since 2004.

• Executive Sessions of Independent Directors – The Board and its standing committees periodically hold meetings of only the independent directors or Committee members without management present.

Board Access to Independent Advisors

• The Board as a whole, and each of the Board committees separately, have authority to retain and terminate such independent consultants, counselors, or advisors to the Board or a respective committee as each may deem necessary or appropriate.

Board Training and Self-Assessment

• The Corporate Governance Guidelines provide that directors are expected to attend one or more training sessions or conferences to enhance their ability to fulfill their responsibilities. Each of the directors who served during fiscal year 2007 fulfilled this expectation. In fiscal year 2005, a majority of the directors then serving attended at least one conference certified by an institutional investor services organization. From time to time, the Nominating/Governance Committee conducts a review of the functioning of the Board and the Board committees.

Director and Executive Officer Stock Ownership

• The Company maintains guidelines for stock ownership by members of the Board. Pursuant to the Company’s Corporate Governance Guidelines, each director is expected to own at least 5,000 shares of Lam Research Common Stock by the later of five years after commencing service on the Board or November 2010.

• The Company maintains guidelines for stock ownership by designated members of the executive management team. Under the guidelines, executives designated by the Compensation Committee, including the Chief Executive Officer, the Chief Financial Officer, and certain other officers, are expected to own a number of shares of Lam Research Common Stock equal in value to a multiple of each executive’s base annual salary. The multiple varies according to the seniority of the office. Executives are expected to achieve the requisite stock ownership levels by the later of five years following appointment to office or December 2010.

Director Resignation or Notification Upon Change in Executive Officer Status

• The Corporate Governance Guidelines provide that a director who is also an executive officer of the Company shall submit a resignation of his directorship to the Board if the officer ceases to be an executive officer of the Company.

• The Corporate Governance Guidelines require that a non-employee director notify the Nominating/Governance Committee if such director experiences a change of executive position held at another company. Upon any such notification, the Nominating/Governance Committee will review the appropriateness of the director’s continued Board membership under the circumstances, and the director will be expected to act in accordance with the Nominating/Governance Committee’s recommendation.

Shareholder Communications with Board of Directors

• Direct Communications - Any stockholder desiring to communicate with the Board of Directors or with any director regarding the Company may write to the Board or the director, c/o George M. Schisler, Jr., Office of the Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, CA 94538. The Office of the Secretary will forward all such communications to the director(s). In addition, any stockholder, employee, or other person may communicate any complaint regarding any accounting, internal accounting control, or audit matter to the attention of the Board’s Audit Committee by sending written correspondence to: Lam Research Corporation, Attention: Board Audit Committee, P.O. Box 5010, Fremont, CA 94536.

• Annual Meeting – The Company encourages its directors to attend the annual meeting of stockholders each year. All of Lam Research’s then-current directors attended the 2006 annual meeting.

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Additional Policies and Practices

In addition to the measures discussed above, the Company maintains various other policies and practices to promote responsible corporate governance, such as:

• Preparation of a plan of succession for the offices of the CEO and other senior executives.

• Periodic review of committee charters for each of the Audit, Compensation, and Nominating/Governance Committees which address corporate governance issues.

• Evaluation and approval of the CEO’s and Executive Chairman’s compensation by the independent members of the Board, based on recommendations of the Compensation Committee.

• Evaluation and determination of the compensation of other executive officers by the Compensation Committee.

• Maintenance of disclosure control policies and procedures, including a Disclosure Control Committee.

• Maintenance of a Compliance Committee, composed of the Chief Financial Officer and other Company managers and staff, for the purpose of identifying and addressing securities regulation compliance matters.

• Maintenance of a procedure for receipt and treatment by the Audit Committee of anonymous and/or confidential employee complaints or concerns regarding audit or accounting matters.

• Comparison by the Board and its committees of the Company’s corporate governance policies with industry best practices and those of its peers.

• Availability of final proxy vote results on the Lam Research web site promptly following final compilation of the voting results.

Board Meetings and Committees

     The Board of Directors of the Company held a total of eleven regularly scheduled or special meetings during fiscal year 2007. All of the directors who served for the entire fiscal year attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which they were a member during fiscal year 2007, with the exception of Mr. Newberry, who attended 73% of such meetings.

     The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Governance Committee.

     The Company has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During fiscal year 2007, the Audit Committee consisted of Board members Arscott, Inman, Lego, and Watanabe. All Audit Committee members are non-employee directors who are independent in accordance with the NASDAQ criteria for audit committee member independence. The Audit Committee held nine meetings during fiscal year 2007. The Audit Committee appoints and provides for the compensation of the Company’s Independent Registered Public Accounting Firm; oversees and evaluates the work and performance of the Independent Registered Public Accounting Firm; reviews the scope of the audit; considers comments made by the Independent Registered Public Accounting Firm with respect to accounting procedures and internal controls and the consideration given thereto by the Company’s management; approves in accordance with applicable securities laws all professional services to be provided to the Company by its Independent Registered Public Accounting Firm; reviews internal accounting procedures and controls with the Company’s financial and accounting staff; oversees a procedure that provides for the receipt, retention and treatment of complaints received by the Company and for the confidential and anonymous submission by employees regarding questionable accounting or auditing matters; reviews and approves all related-party transactions; and performs related duties as set forth in applicable securities laws, NASDAQ corporate governance guidelines, and the Committee charter. The Lam Research Board of Directors has determined that Ms. Lego is an audit committee financial expert as set forth in Item 407(d)(5)(ii) of Regulation S-K of the rules promulgated by the SEC and that Ms. Lego is independent in accordance with the NASDAQ criteria for audit committee independence

     During fiscal year 2007, the Compensation Committee consisted of Board members Berdahl, Elkus, Harris, and Wolpert. All Compensation Committee members are independent, non-employee directors. The Compensation Committee held seven meetings during fiscal year 2007. The Compensation Committee recommends the salary level, incentives, and other forms of compensation for the Chief Executive Officer and the Executive Chairman, subject to approval by the independent members of the Board. It also approves salary levels, incentives, and other forms of compensation for the other executive officers of the

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Company. The committee reviews and recommends to the Board all compensation arrangements applicable to the members of the Board. The Compensation Committee reviews, recommends and approves, subject to stockholder and/or Board approval as required, the creation, amendment, or termination of certain equity-based compensation plans of the Company and such other compensation plans as the Board may designate. In addition, this committee has authority with respect to grants of stock options, restricted stock and stock units, deferred stock, and performance share awards to officers and other employees of the Company

     During fiscal year 2007, the Nominating/Governance Committee consisted of Board members Berdahl, Elkus, and Inman. All Nominating/Governance Committee members are independent, non-employee directors. The Nominating/Governance Committee held three meetings during fiscal year 2007. This committee recommends, for approval by the independent members of the Board, nominees for election as directors of the Company. Pursuant to the committee’s charter and the Corporate Governance Guidelines, the Nominating/Governance Committee is also responsible for recommending the composition of Board committees for approval by the Board, reviewing and assessing the Corporate Governance Guidelines from time to time and recommending changes for approval by the Board, reviewing the functioning of the Board and its committees and reporting the evaluation to the Board, and reviewing the suitability of each director for continuing service on the Board. No material changes to the procedures by which stockholders may nominate or recommend nominees were made during fiscal year 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who own more than 10% of a registered class of the Company’s equity securities to file an initial report of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Executive officers, directors, and greater-than-10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Specific due dates for these reports have been established, and the Company is required to disclose in this 2007 Form 10-K any failure to file such reports on a timely basis. Based solely on its review of the copies of such forms received by it, and written representations from certain reporting persons, the Company believes that all of these requirements were satisfied during the 2007 fiscal year.

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Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Overview

Lam Research’s Compensation Committee (the “Committee”) oversees and administers compensation policies, programs, and practices applicable to the Company’s executive officers. The Committee also reviews policies and programs on at least a calendar year basis and recommends, where appropriate, material changes for the independent members of the Board’s consideration and approval. In addition, the Committee establishes and periodically reviews corporate goals and objectives for the Chief Executive Officer; evaluates the CEO’s performances in light of those goals and objectives; and, based on such evaluation, recommends, for approval by the independent members of the Board, the CEO’s compensation packages, including any employment agreement.

This Compensation Discussion and Analysis (CD&A) discusses our compensation program for the period including fiscal year 2007 and covers actions regarding executive compensation that were taken through March 21, 2008 for our executive officers listed below (the “named executive officers”) whose compensation is detailed in the tables below:

Name	Title
Stephen G. Newberry	President and Chief Executive Officer
Martin B. Anstice	Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Ernest E. Maddock	Senior Vice President, Global Operations
Abdi Hariri	Group Vice President, Customer Support Business Group
Richard Gottscho	Group Vice President and General Manager, Etch Businesses
Nicolas J. Bright*	Executive Vice President of Products

* During most of fiscal 2007, Mr. Bright was our Executive Vice President, Regional Business and Global Products, which was an executive officer position. His current position which he assumed in March 2007 is no longer an executive officer position.

CD&A consists of the following sections:

Philosophy & Objectives explains the philosophy and objectives of our compensation program

Executive Compensation Program Components and Process explains the major elements of our compensation program as well as the process by which the compensation of our executive officers is determined

Peer Group identifies the peer group to which we compare our compensation program

Base Salary, Annual Incentive Awards and Multi-Year Cash-Based Incentive Program (MYIP) each explain a major element of our compensation program

Equity Incentive Compensation explains the role of equity incentive awards in our compensation program

Compensation of Chief Executive Officer and Compensation of Executive Chairman summarizes the employment agreements that we have with our Chief Executive Officer and our Executive Chairman

Change in Control and Severance Arrangements explains the role of such arrangements in our compensation program

Elective Deferred Compensation Plan summarizes this plan and the role it has in our compensation program

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Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Program summarizes our retirement benefits under the 401(k) plan as well as other benefits provided to our executive officers that are not generally available to all of our employees

Medical and Dental Insurance Retirement Benefit summarizes this element of our compensation program

Executive Stock Ownership Guidelines sets forth the stock ownership guidelines that we have adopted for our executive officers

Accounting and Tax Considerations explain the accounting and tax matters that we consider when setting compensation

This CD&A discusses our executive compensation in the context of a calendar year because our compensation program is designed and evaluated on a calendar year basis rather than a fiscal year basis. However, as required by applicable SEC rules, the compensation tables that follow this CD&A report the executive compensation payments and awards made during fiscal 2007.

Philosophy and Objectives

Lam Research’s compensation program is designed and evaluated on a calendar year basis rather than a fiscal year basis because the Company’s business planning, performance goal setting, pay and benefit cycles are all run on a calendar year. The principal objectives of our compensation program are to:

• Maintain competitive programs to attract, retain and motivate high-caliber executives,

• Maximize the Company’s long-term success by appropriately rewarding executive officers for their achievements,

• Focus executive efforts on long-term strategic goals for the Company by closely aligning executive financial interests with stockholder interests while minimizing undue dilution of the Company’s shares, and

• Structure compensation programs to take into account the accounting treatment and tax deductibility of executive compensation expense.

In formulating and administering the individual elements of our executive compensation program we focus on:

• Developing compensation packages for our executive officers that are comparable to similarly situated executives in high technology companies;

• Emphasizing pay for performance that rewards achievement of both short- and long-term business objectives;

• Establishing appropriate quantitative and strategic performance objectives and metrics; and

• Matching recognition of compensation expense as much as possible to the fiscal period in which performance occurs.

Within this framework, the Committee reviews the information, analysis and compensation proposals provided by management and meets with our Executive Chairman, senior management, and specialists from Human Resources, Finance and Legal. Management makes recommendations to the Committee on the base salary, annual incentive award targets and long-term incentive compensation for the named executive officers. The Committee considers management’s recommendations with respect to executive compensation in light of competitive compensation data and relevant business objectives. At the request of the committee the Executive Chairman discusses management’s compensation recommendations with the Committee. The Committee also regularly holds executive sessions not attended by any members of management. The Committee makes recommendations to the independent members of our Board of Directors on the compensation of our Chief Executive Officer for the final determination and approval by such members of our Board of Directors.

Executive Compensation Program Components and Process

Components. Lam Research’s executive compensation program consists of the major components listed in the table below. We consider each element to be appropriate to meet one or more of the principal objectives of our compensation policy. We generally target compensation near the 50^th percentile of our peer group, yet allow our executives the ability to achieve higher levels of compensation (up to and above the 75^th percentile of our peer group) if warranted by superior company and individual performance. Furthermore, we also consider factors such as job performance, job scope and responsibilities, skill set, prior experience, the executive’s time in his or her position with Lam Research, internal consistency regarding pay levels for similar positions or skill levels within the Company, external pressures to attract and retain talent, and market conditions generally. In general, pay differentials between our executive officers reflect these factors and we believe are consistent with pay differentials between similar positions at our peer companies.

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Component	Purpose	Target Market Position
1. Base salary	Enable recruitment and retention of high caliber employees at a competitive level of compensation	50th percentile
2. Annual incentive awards	Reward executives for achieving shorter-term corporate and functional performance objectives	50th – 75th percentile, depending on performance results
3. MYIP	Align executive performance goals with corporate objectives associated with long-term shareholder value creation; promote executive retention	50th – 75th percentile, depending on performance results
4. Deferred compensation benefits
5. Retirement benefits	Provide competitive benefits; promote executive retention	50th percentile
6. Other benefit programs

We also have included severance provisions in employment agreements we have entered into with Messrs. Bagley, Newberry and Bright. These employment agreements are described in more detail below as well as in the “Potential Payments Upon Termination or Change-in-Control” section below. We typically do not offer severance provisions in our agreements with executive officers but we retain the flexibility to do so on an individual basis for recruitment and retention purposes and in order to provide a period during which a former executive is incentivized not to engage in competitive activities.

Process: Generally. At the beginning of each calendar year, the Committee reviews base salaries, annual incentives and long-term incentives and revises the overall compensation package from time to time when appropriate in light of Lam Research’s current business strategies and performance and changes in regulatory, tax and accounting rules and interpretations, while also taking into account the interests of our stockholders. For instance, in 2006, we substantially revised the long-term incentive element of our compensation program when we introduced the cash-based MYIP in consideration of, among other concerns, changes to accounting rules regarding expense recognition for equity-based awards.

When appropriate, the Committee has also adjusted compensation components to account for the level of previous earnings by an executive officer. For example, in February 2006, the Committee provided a supplemental one-year plan under the MYIP for Messrs. Anstice, Maddock and Hariri in consideration for the absence of equity incentive grants to them in the years prior to the adoption of the MYIP and the relatively low level of equity incentive awards made to them in comparison to executive officers in similar positions from our peer group. Messrs. Anstice, Maddock, and Hariri have not received an equity award since 2002.

Process: Annual Incentive Awards. Our annual incentive awards provide for cash payments based on the corporate, organizational and individual performance results achieved each calendar year. Corporate performance is determined primarily by operating income as a percent of revenue. Organizational and individual performance metrics generally fall in one or more of the following categories: business process improvement, customer relationships, market share gains, organizational capability, new product development, decreased cycle times, and employee retention efforts. Typically, the Committee meets in January and/or February to review the operating profit performance target and target incentive amounts for the first half of the calendar year and in August to review those targets for the second half of the calendar year. By reviewing performance targets and accrued incentive amounts every six months, the Committee retains the ability to make adjustments as necessary to reflect changing business conditions and corporate objectives.

Process: MYIP. The MYIP was designed and proposed to the Committee by management and is a program under Lam Research’s stockholder-approved 2004 Executive Incentive Plan (the “EIP”). The cash-based incentive structure of the MYIP is intended to provide competitive levels of compensation to our senior executives while (i) allowing the Company to accrue compensation expense during the period in which performance occurs, (ii) as a non-equity program, minimizing dilution of stockholder value, and (iii) incentivizing senior management retention by generally requiring continuous employment through the payment determination date which is typically approximately two years following the start of the performance period. Performance factors are established by the Committee annually and funding is accrued on a periodic basis. A new MYIP cycle typically commences at the beginning of each calendar year and lasts for eight consecutive calendar quarters. For instance, our first MYIP cycle commenced in the first quarter of calendar year 2006 and ran through the end of calendar year 2007 (the “2006

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MYIP”), a second MYIP commenced in the first quarter of calendar year 2007 and runs through the end of calendar year 2008 (the “2007 MYIP”), and a third MYIP commenced in the first quarter of calendar year 2008 and runs through the end of calendar year 2009 (the “2008 MYIP”). To date, the MYIP program performance metrics have been comprised of a formula based on attainment of the Company’s operating profit target for each year and stock price, because the Committee believes these measurements represent the best indicators of the performance of the Company and our executive team during the performance periods. For the 2006 MYIP, target award levels were determined after consideration of a study conducted during 2005 and 2006 by Mercer Consulting, an objective third party consulting firm. Mercer Consulting was engaged by management to provide information on the amounts that executives of the peer group realized pursuant to long-term equity-based incentive programs and to provide a recommendation on a competitive target award in lieu of equity grants for participants of the 2006 MYIP. For the 2007 and 2008 MYIPs, the Committee (and the independent members of the Board with respect to the CEO) set target awards after consideration of the overall compensation package for the named executive officers, the potential rewards from the MYIP and the competitive compensation environment. Typically, the Committee (and the independent members of the Board with respect to the CEO) meets in January and/or February to review and determine the operating profit performance metric for the then-current calendar year for each cyle of the MYIP then in effect.

Process: Setting Targets. The Committee establishes performance goals so that the specific performance targets will be challenging but achievable based on expected levels of performance from executive officers while providing that below expected performance would reduce the executive’s award. Performance goals are set such that very strong performance is required to earn payments above the target bonus amounts. The Company believes that our specific operating profit targets for awards granted as annual incentive awards and under the MYIP are confidential information and their disclosure would result in competitive harm to the Company. In 2006 and 2007 Lam Research achieved significant market share growth, leading to a substantial expansion of revenues and profitability growth. Together, these results led to the payment of above target bonuses as annual incentive awards and contributed to a maximum payout under the applicable MYIP performance cycle. For calendar years 2007 and 2008, the Committee revised the operating profit growth targets upward to provide a greater degree of difficulty in meeting those targets in light of the business plan and outlook each year.

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Peer Group

The Committee also determines the levels of compensation and the mix and weighting of compensation components after reviewing data from a peer group of comparably-sized companies in the high technology industry and from nationally published survey data.

The peer group companies are selected based on their comparability to Lam Research’s revenue size and business purpose, and with whom we believe we are likely to compete for talent. Based on these criteria, the peer group may be modified from one year to the next. For 2007, the peer group consisted of the following companies:

Analog Devices, Inc.	National Semiconductor Corporation
Applied Materials, Inc.	Novellus Systems Inc.
Cymer, Inc.	NVIDIA Corporation
Cypress Semiconductor Corporation	Plexus Corp.
Fairchild Semiconductor International, Inc.	SanDisk Corporation
KLA-Tencor Corporation	Teradyne, Inc.
LSI Corporation	Varian Semiconductor Equipment Associates, Inc.
MEMC Electronic Materials, Inc.	Xilinx, Inc.
Molex Incorporated

In addition to peer group data, our human resources department engaged outside consultants from Radford, the Presidio Group and F.W. Cook & Co. to analyze published survey market data on base salary, bonus targets, equity awards and total compensation.

Base Salary

For 2007 and 2008, after taking into consideration peer group compensation and management’s recommendations, the Committee (and the independent members of the Board with respect to the CEO) set the base salaries of each of the named executive officers (see table below) as follows:

	Calendar		Calendar			Calendar
Name	Year 2006		Year 2007			Year 2008
Stephen G. Newberry	$	710,000	$	800,000		$	800,000
Martin B. Anstice	$	340,000	$	380,000		$	400,000
Ernest E. Maddock	$	375,000	$	400,000		$	416,000
Abdi Hariri	$	275,000	$	300,000		$	315,000
Richard A. Gottscho	$	312,000	$	340,000		$	360,000
Nicolas J. Bright	$	435,000	$	461,100	*	NA		*

* In connection with Mr. Bright’s Employment Agreement, his base salary was further increased to $500,000 in February 2007. The Company does not expect Mr. Bright to be a named executive officer for fiscal year 2008.

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Annual Incentive Awards

Generally

Annual incentive awards for our executive officers for a specific calendar year are based on an individual performance factor, a corporate performance factor and a target bonus amount based upon a percentage of annual eligible salary. The actual incentive award is calculated by multiplying the individual factor by the corporate factor by the target bonus amount. The portion of the award based upon individual performance is subject to a maximum multiplier determined at the beginning of the calendar year. The corporate performance factor is applied using a fixed ratio based on the Company’s actual operating profit achievement. The calculated incentive award for executive officers (other than the CEO) may be increased by the Committee, and may be subject to negative discretion by the Committee (or the independent members of the Board with respect to the CEO) after the performance period.

The individual metrics for calendar years 2006 and 2007 were given equal weight with the corporate performance factor which was based upon operating income as a percent of revenue. These objectives and relative weightings were selected based upon management recommendations and Committee and Board determination that they represented the most important metrics of company performance during the applicable calendar years and as a complement to the focus on the operating profit metric under the MYIP discussed below. For calendar years 2006 and 2007, the portion of the award based upon individual performance was subject to a maximum multiplier of 1.5 on the performance factor.

Mr. Newberry

Annual incentive awards for Mr. Newberry for calendar years 2006, 2007, and 2008 were made under Lam Research’s EIP so that his bonus amounts would qualify for deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), discussed further below.

Calendar Year 2006. The Board approved Mr. Newberry’s target bonus amount for calendar year 2006 at 100% of his annual eligible salary. The metrics for Mr. Newberry’s individual performance were market share (weighted at 30%), revenue and gross margin (weighted at 35%) and cash from operations (weighted at 35%). These objectives, together, were given equal weight with the corporate performance factor which was based upon operating income as a percent of revenue. For calendar year 2006, no discretion was exercised by the Board in determining Mr. Newberry’s annual incentive award. Mr. Newberry’s actual calendar year 2006 incentive award was calculated at 2.13 times his target bonus amount, equal to a payout of $1,485,716. This amount is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.

Calendar Year 2007. In February 2007, the Committee selected, and the independent members of the Board approved, the annual bonus plan factors for Mr. Newberry for calendar year 2007 and established targets for the first half of calendar 2007. Each of the factors and their relative weighting for Mr. Newberry’s 2007 annual bonus award were unchanged from the 2006 calendar year plan except that under the corporate performance factor, actual operating profit growth targets were revised upward to provide a greater degree of difficulty in meeting those targets in light of the business plan and outlook for calendar year 2007. No changes were made to Mr. Newberry’s performance targets for the second half of calendar year 2007. For calendar year 2007, no discretion was exercised by the Board in determining Mr. Newberry’s annual incentive award. In February 2008, the Committee recommended and the independent members of the Board approved that Mr. Newberry’s calendar year 2007 annual incentive award be calculated at 1.80 times his target bonus amount, equal to a payout of $1,427,690.

In March 2008, based upon the Committee's recommendations, the independent members of the Board approved Mr. Newberry’s target bonus amount for calendar year 2008 at 125% of base salary, subject to a cap of 2.25 times the target bonus amount.

Other Named Executive Officers

The individual performance factors for each executive also include organizational performance objectives based upon applicable business unit performance goals. These objectives generally fall in one or more of the following categories: business process improvement, customer relationships, market share gains, organizational capability, new product development, decreased cycle times, and employee retention efforts. Target bonus amounts ranged from 65% to 85% of annual salary for each executive. The differences in target bonus amounts among the named executive officers are determined based on job scope and responsibilities and the competitive compensation data.

Calendar Year 2006. In February 2007, the Committee approved incentive award payouts for calendar year 2006 performance at amounts ranging from 1.90 to 2.05 times the executives’ target bonus award reflecting each executive’s individual performance results. Actual dollar amounts are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below. The Committee did not exercise discretion to increase or reduce any awards during calendar year 2006.

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Calendar Year 2007. In January 2008, the Committee approved incentive award payouts for calendar year 2007 performance at amounts ranging from 1.61 to 1.80 times the executives’ target bonus award reflecting each executive’s individual performance results against the organizational objectives mentioned above. Additionally, new target bonus amounts for calendar year 2008 were set for the named executive officers. These amounts range from 70% to 80% of annual salary for each executive, subject to a cap of 2.25 times the target bonus amount.

Earned annual incentive awards for calendar years 2005, 2006, and 2007 are provided in the table below for the named executive officers.

	Earned Annual Incentive Award
	Calendar Year		Calendar Year		Calendar Year
Name	2005		2006		2007
Stephen G. Newberry	$	944,568	$	1,485,716	$	1,427,690
Martin B. Anstice	$	350,437	$	447,212	$	503,258
Ernest E. Maddock	$	362,135	$	510,745	$	490,602
Abdi Hariri	$	220,600	$	328,354	$	332,268
Richard A. Gottscho	$	274,938	$	419,207	$	403,546
Nicolas J. Bright	$	494,236	$	744,543	NA		*

* The Company does not expect Mr. Bright to be a named executive officer for fiscal year 2008.

Multi-Year Cash-Based Incentive Program (“MYIP”)

The Committee selects certain executives to participate in each MYIP. During 2006 and 2007, cash awards under the MYIP were the only long-term incentive awards provided for the named executive officers with the exception of Mr. Gottscho, who received a grant of restricted share units but was not a participant in the 2006 or 2007 MYIPs. In addition, Messrs. Anstice, Maddock, and Hariri participated in a supplemental one-year plan under the MYIP based on the Company’s operating profit performance which covered performance in calendar year 2006. Awards under the supplemental plan were determined and paid in February 2007. The Committee established this supplemental plan in consideration of the absence of equity incentive grants to the participants since calendar year 2002.

In order to receive an award under the MYIP, participants generally must be continuously employed at Lam Research through the date(s) on which the Committee determines the actual award amounts under the applicable program (the “determination date”). The Committee has the discretion to waive or otherwise adjust the retention criteria for individual participants. For example, Mr. Bright is eligible to receive the target incentive amount established for his 2007 calendar year performance under the 2007 MYIP, provided that Mr. Bright remains employed by Lam Research through a vesting date of March 1, 2008.

The Company’s named executive officers excluding Mr. Gottscho were eligible for performance-based awards under the following MYIPs:

MYIP	Performance Period	Determination Date	Eligible NEO’s
Supplemental	Jan. 2006 – Dec. 2006	February 2007	Messrs. Anstice, Maddock & Hariri
2006	Jan. 2006 – Dec. 2007	February 2008	All (excluding Gottscho)
2007	Jan. 2007 – Dec. 2008	February 2009*	All (excluding Gottscho)
2008	Jan. 2008 – Dec. 2009	February 2010	All**

*	March 1, 2008 for Mr. Bright.
**	Mr. Bright is not a participant of the 2008 MYIP.

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MYIP Performance Periods

Performance factors, comprised of a formula based on the attainment of the Company’s operating profit target, are established by the Committee annually and measured and accrued on a quarterly basis. In February 2006, the Committee (and the independent members of the Board with respect to the CEO) established the operating profit performance metric upon which actual incentive awards would be calculated for calendar 2006. In January 2007, the Committee (and the independent members of the Board with respect to the CEO) established the operating profit performance metric upon which actual incentive awards would be calculated for calendar 2007 under both the 2006 and 2007 MYIPs. In January 2008, the Committee established the operating profit performance metric upon which actual incentive awards would be calculated for calendar year 2008 under both the 2007 and 2008 MYIPs for the Company’s named executive officers excluding Mr. Newberry. In March 2008, based on recommendations of the Committee, the independent members of the Board established this metric for Mr. Newberry.

Additionally, the 2006, the 2007, and the 2008 MYIPs provide that the calculated award amounts are automatically increased (but may not be decreased) pursuant to a ratio comparing the Company’s stock price performance over the 50 trading day trailing average as of the end of each fiscal quarter to the 200 trading day trailing average as of the beginning of the program. Under each program, the actual award payable to each participant cannot exceed 2.5 times the target bonus amount set for each plan. During calendar year 2006 and 2007, the stock price factor did positively affect the amounts calculated pursuant to the formula set forth in the respective MYIP.

The Committee (and the independent members of the Board with respect to the CEO) has the opportunity to review the provisional accruals on a periodic basis and may choose to exercise negative discretion to reduce the amount of award accruals following such review. The Committee (and the independent members of the Board with respect to the CEO) did not exercise its negative discretion to reduce any award accruals during calendar years 2006 or 2007, with the exception of Mr. Bright, whose 2006 MYIP award payment was reduced from the calculated amount.

The aggregate individual target award amounts and the aggregate amounts earned for the named executive officers under each cycle of the MYIP (except for Mr. Gottscho who participates in the 2008 MYIP only) were:

	Aggregated Individual		Aggregated Individual			Earned Award as a %
MYIP	Target Amounts		Earned Awards			of Target Amount
2006	$	8,325,000	$	20,567,500			247	%
2007	$	9,157,500	NA		(1)	NA		(1)
2008 (2)	$	9,214,500	NA		(3)	NA		(3)
Supplemental	$	2,520,000	$	3,872,300			154	%

(1)	Earned awards under the 2007 MYIP are scheduled for a February 2009 payment.
(2)	Mr. Bright is not a participant of the 2008 MYIP.
(3)	Earned awards under the 2008 MYIP are scheduled for a February 2010 payment.

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Equity Incentive Compensation

The Company believes that long-term equity incentive awards can be a useful part of its executive compensation program. However, as discussed above, the Company has chosen to grant primarily long-term cash incentive awards to its executive officers for calendar years 2006 and 2007. The Committee or Board may use its discretion to grant stock options or restricted stock units to executive officers in the future to provide competitive long-term incentives and to reward behaviors that result in long-term stockholder value growth. At this time, the Company does not have a formal policy with respect to the timing of granting equity awards.

Compensation of Chief Executive Officer

The Company and Mr. Newberry entered into an employment agreement (the “Newberry Agreement”) effective January 1, 2003, which continues in effect pursuant to an automatic one-year renewal provision. The Newberry Agreement provides for a base salary at a rate to be set at least annually by the Board. Under the Newberry Agreement, Mr. Newberry is entitled to participate in any performance incentive plan offered by the Company, in the Company’s executive deferred compensation plan(s), and in other benefit and compensation programs generally applicable to key executives of the Company. The Newberry Agreement includes severance provisions which are described below in the “Potential Payments Under Termination of Employment or Change-in-Control” section below.

Compensation of Executive Chairman

The Company and Mr. Bagley entered into a new employment agreement (the “Bagley Agreement”) effective January 1, 2006. The term of the Bagley Agreement is from January 1, 2006, to March 31, 2009, unless extended or earlier terminated in accordance with its provisions. Pursuant to the terms and conditions of the Bagley Agreement, Mr. Bagley will continue to serve as Executive Chairman of the Company during the term of the agreement. Mr. Bagley will receive an annual salary of $240,000 provided he remains employed by the Company. Subject to certain non-compete and other terms and conditions, the Bagley Agreement provides for a lump sum payment of $2.5 million on April 15, 2009. During the term of the Bagley Agreement, Mr. Bagley will not participate in any executive bonus plans maintained by the Company. Mr. Bagley however is eligible to participate in the standard executive benefit plans maintained by the Company. During the term of the Bagley Agreement, Mr. Bagley agrees not to perform services for any other for-profit enterprise that would interfere with his services to, or otherwise compete with, the Company. The Bagley Agreement includes severance provisions which are described below in the “Potential Payments Upon Termination or Change-in-Control” section below.

Change in Control and Severance Arrangements

Lam Research generally does not provide for severance or change in control benefits to executive officers except for individually negotiated arrangements such as those with Messrs. Newberry, Bagley and Bright. These arrangements are more fully described in the “Potential Payments Upon Termination of Employment or Change-in-Control” section below. We use such individually negotiated arrangements for recruitment and retention purposes and in order to provide a period during which a former executive will be incentivised not to engage in competitive activities.

However, as discussed below, we do provide medical and dental insurance retirement benefits to eligible former officers (and members of our Board). Furthermore, certain of the Company’s stock option plans and its Employee Stock Purchase Plan provide that, upon a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, some or all of the options granted under certain of the stock option plans shall be accelerated so as to be fully exercisable, and all of the rights granted under the Employee Stock Purchase Plans shall be fully exercisable following the merger for a period from the date of notice by the Board. Following the expiration of such periods, the options and rights will terminate. The 2007 Stock Incentive Plan adopted by Company stockholders at the 2006 Annual Meeting allows the Company broad discretion to provide for vesting acceleration of awards on change-of-control transactions.

Elective Deferred Compensation Plan

Lam Research maintains a non-qualified deferred compensation plan, the Elective Deferred Compensation Plan (the “EDCP”), which allows eligible employees, including executive officers, to voluntarily defer receipt of all or a portion of his/her salary and all or a portion of a bonus payment until the date or dates elected by the participant, thereby allowing the participating employee to defer taxation on such amounts. The EDCP is offered to eligible employees, including the named executive officers, in order to allow them to defer more compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as The Lam Research Corporation Employee Savings Plus Plan (the “401(k) Plan”). Further, Lam Research offers the EDCP as a competitive practice to enable it to attract and retain top talent.

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The EDCP is evaluated by the human resources group for competitiveness in the marketplace from time to time, but the level of benefits provided is not typically taken into account in determining an executive’s overall compensation package for a particular year due to its conservative nature.

Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Programs

Each of Lam Research’s named executive officers is eligible for additional benefits generally available to Company employees such as matching contributions to Lam Research’s 401(k) plan and medical coverage benefits. Lam Research also provides additional benefits to its named executive officers that are not generally available to other Company employees, including the payment of term life insurance premiums, payment of medical co-insurance premiums and matching contributions to the EDCP in lieu of decreased contributions that would otherwise have been made had such EDCP deferrals not been made. The amount of the Company EDCP contribution that is not generally available to other Company employees is shown in the “All Other Compensation Table” below.

Medical and Dental Insurance Retirement Benefit

The Company provides a program to pay for post-retirement medical and dental insurance coverage for eligible former executive officers and members of Lam Research’s Board of Directors. To be eligible, a person must have served at the position of vice president or above or as a member of the Board of Directors, be at least age 55 at retirement, and have at least five years of continuous service with Lam Research. An executive officer or director must be enrolled in the Company’s U.S. group medical and dental plans at the time of his or her retirement. When the retired person reaches age 65, he or she is required to enroll in Medicare parts A and B which would be the primary payer for the executive’s health coverage. The benefit also covers the person’s spouse at the time of retirement for his or her lifetime as well as other eligible dependents. The benefit ceases if the person becomes employed by a competitor of Lam Research after leaving the Company’s service. We provide the benefit to our executives and members of our board to further the long-term retention of their services and/or provide a disincentive to later compete against the Company.

Executive Stock Ownership Guidelines

     During fiscal year 2006, the Company adopted executive stock ownership guidelines, pursuant to which senior executives are expected and encouraged to own and maintain certain minimum levels of the Company’s Common Stock. The Committee believes that these guidelines are an appropriate addition to the Company’s equity compensation policies and, in conjunction with Lam Research’s equity and cash-based incentive plans, will further serve to align the long-term interests of the senior executives with those of the Company’s stockholders. Each executive is required to accumulate and maintain ownership of shares of the Company’s Common Stock, in the quantities indicated by the guidelines below, by the later of December 31, 2010, or the fifth anniversary of an executive’s hire date.

Position	Stock Ownership Guideline
Chief Executive Officer	5X Salary
Chief Financial Officer	3X Salary
All other senior executives	2X-3X Salary

Accounting and Tax Considerations

Mr. Hariri received taxable income in fiscal year 2007 on the tax payments made on Mr. Hariri’s behalf by the Company to compensate for the difference in income tax liabilities resulting from an expatriate assignment.

In determining which elements of compensation are to be paid, and how they are weighted, Lam Research also takes into account whether a particular form of compensation will be considered “performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Code. Under Section 162(m), Lam Research generally receives a federal income tax deduction for compensation paid to any of its named executive officers only if the compensation is less than $1 million during any fiscal year or is “performance-based” under Section 162(m). In 2004, Lam Research adopted the EIP with a structure intended to provide for the tax deductibility of awards granted under the EIP. Accordingly, during fiscal 2007, the annual incentive awards granted to Mr. Newberry and to the greatest extent possible, all MYIP grants to Mr. Newberry and the other named executive officers were granted under Lam Research’s EIP. In November 2006, our stockholders approved an amendment to the EIP that increased the

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amount of cash awards that may be paid to any one participant in respect of achievement of performance goals for any twelve-month period to $12 million. Prior to the amendment, the maximum amount of awards that could be paid to a participant in a twelve-month period and qualify for deductiblity under Section 162(m) was $2 million. Accordingly, we expect that all MYIP grants made after passage of the amendment will qualify for deductibility under Section 162(m). The prior $2 million limit for deductibility will likely apply to performance periods under grants prior to the amendment. The Committee currently intends to continue to seek a tax deduction for all of Lam Research’s executive compensation, to the extent it determines it is in the best interests of Lam Research.

To assist in the avoidance of additional tax under Section 409A of the Internal Revenue Code, Lam Research structured the MYIP and the EDCP, and structures its equity awards, in a manner intended to comply with the applicable Section 409A requirements. It is Lam Research’s general philosophy not to provide any executive officer or director with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Section 280G of the Internal Revenue Code.

SUMMARY COMPENSATION TABLE

															Change in
															Pension Value
															and Nonqualified
								Stock				Non-Equity			Deferred		All Other
	Fiscal							Awards		Option		Incentive Plan			Compensation		Compensation
Name and Principal Position	Year		Salary		Bonus			(3)		Awards (4)		Compensation			Earnings (11)		(12)		Total
Stephen G. Newberry Chief Executive Officer and President		2007	$	759,039	$	—		$	—	$	3,013	$	7,588,859	(5)	$	808	$	19,602	$	8,371,321
Martin B. Anstice Senior Vice President, Chief Financial Officer		2007		353,077		—			—		479		4,189,847	(6)		—		26,397		4,569,800
Ernest E. Maddock Senior Vice President, Global Operations		2007		383,174		—			—		2,681		3,369,508	(7)		3		21,429		3,776,795
Abdi Hariri Group Vice President, Customer Support Business Group		2007		283,173		—			—		1,028		2,728,276	(8)		66		26,987		3,039,530
Richard A. Gottscho Group Vice President and General Manager, Etch Businesses		2007		327,692		—			747,356		1,194		419,207	(9)		729		24,621		1,520,799
Nicolas J. Bright (1) Executive Vice President of Products		2007		456,250		787,500	(2)		—		7,712		1,925,690	(10)		633		26,463		3,204,248

Salary, bonus, and non-equity incentive plan compensation above includes amounts earned in fiscal year 2007 even if deferred at the election of the executive officer under the Company’s deferred compensation plans and/or the Company’s 401(k) Plan. All amounts listed as “Executive Contributions” in the “Non-Qualified Deferred Compensation Table”, which appears later in this document, represent contributions on amounts earned during fiscal year 2007 and disclosed in the Summary Compensation Table above.

(1)	Mr. Bright was the Company’s Executive Vice President, Regional Business & Global Products until his transition to his present, non-Section 16 officer position on March 1, 2007.
(2)	In March 2007, in connection with Mr. Bright’s transition to his current position with Lam Research, the Committee approved, and the Company and Mr. Bright entered into an arrangement whereby Mr. Bright will at minimum receive the target incentive amount established for his 2007 calendar year performance under the Company’s 2007 MYIP provided that Mr. Bright remains employed by Lam Research through a vesting date of March 1, 2008. The $787,500 above represents the amount attributable to fiscal year 2007 under this arrangement.
(3)	Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the compensation expenses recognized by Lam Research in fiscal 2007 for restricted stock units as determined pursuant to FASB Statement of Financial Accounting Standards Number 123(revised) “Share-Based Payment” (“SFAS 123R”). These compensation expenses reflect restricted stock units granted during fiscal 2007 and prior to fiscal 2007.
(4)	Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the compensation expenses recognized by Lam Research in fiscal 2007 for option awards as determined pursuant to SFAS 123R. These compensation expenses reflect option awards granted prior to fiscal 2007. These compensation expenses reflect

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	option awards granted during fiscal year 2002. The assumptions used to calculate the fair value of these option awards are set forth in Note M in Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.
(5)	Represents $1,485,716 earned by Mr. Newberry pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual bonus plan for calendar year 2006), $4,718,128 accrued on Mr. Newberry’s behalf for performance during fiscal 2007 under the 2006 MYIP and $1,385,015 accrued for performance during fiscal 2007 under the 2007 MYIP. Mr. Newberry received the amounts accrued under the 2006 MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the payment determination date in February 2009.
(6)	Represents $447,212 earned by Mr. Anstice pursuant to his 2006 annual incentive award, $1,207,483 earned for performance during fiscal 2007 under the supplemental plan, $1,959,838 accrued on Mr. Anstice’s behalf for performance during fiscal 2007 under the 2006 MYIP and $575,314 for performance during fiscal year 2007 under the 2007 MYIP. Mr. Anstice received the amounts accrued under the 2006 MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the payment determination date in February 2009.
(7)	Represents $510,745 earned by Mr. Maddock pursuant to his 2006 annual incentive award, $558,348 earned for performance during fiscal 2007 under the supplemental plan, $1,778,371 accrued on Mr. Maddock’s behalf for performance during fiscal 2007 under the 2006 MYIP and $522,044 for performance during fiscal year 2007 under the 2007 MYIP. Mr. Maddock received the amounts accrued under the 2006 MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the payment determination date in February 2009.
(8)	Represents $328,354 earned by Mr. Hariri pursuant to his 2006 annual incentive award, $522,032 earned for performance during fiscal 2007 under the supplemental plan, $1,451,732 accrued on Mr. Hariri’s behalf for performance during fiscal 2007 under the 2006 MYIP and $426,158 for performance during fiscal year 2007 under the 2007 MYIP. Mr. Hariri received the amounts accrued under the 2006 MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the payment determination date in February 2009.
(9)	Represents $419,207 earned by Mr. Gottscho pursuant to his 2006 annual incentive award.
(10)	Represents $744,543 earned by Mr. Bright pursuant to this 2006 annual incentive award and $1,181,147 accrued on Mr. Bright’s behalf during fiscal 2007 under the 2006 MYIP.
(11)	Reflects interest earned on deferred compensation, to the extent that the interest rate exceeded 120% of the applicable federal long-term rate.
(12)	Please refer to the “All Other Compensation Table” which follows this table for additional information.

ALL OTHER COMPENSATION TABLE

							Company Contribution
			Company’s				to the Elective Deferred
			Matching		Company-paid		Compensation Plan in		Company-paid
			Contributions to		Term Life		lieu of matching		Medical
	Fiscal		the Company’s		Insurance		contributions to the		Insurance		Expatriate
Name	Year		401(k) Plan		Premiums (1)		401(k) Plan (2)		Premiums (3)		Income
Stephen G. Newberry		2007	$	—	$	1,699	$	—	$	17,903	$	—
Martin B. Anstice		2007		6,927		442		1,125		17,903		—
Ernest E. Maddock		2007		—		1,114		5,871		14,444		—
Abdi Hariri		2007		2,498		1,114		3,147		17,903		2,325	(4)
Richard A. Gottscho		2007		6,590		1,699		996		15,336		—
Nicolas J. Bright		2007		8,027		1,479		—		16,957		—

(1)	The amount of the term life benefit is $1,000,000.
(2)	The Company provides to executives a contribution to the EDCP equal to any matching contributions into the 401(k) that an executive would have been entitled to but did not receive as a result of compensation deferrals into the EDCP.
(3)	Represents the value of medical coverage under Lam Research’s self-funded medical plan and insurance premiums paid under Lam Research’s Executive Dental and Executive Medical Reimbursement Plans provided to the named executive officers in fiscal year 2007.
(4)	Represents taxable income to Mr. Hariri in fiscal year 2007 on the tax payments made on Mr. Hariri’s behalf by the Company to compensate for the difference in income tax liabilities due to an expatriate assignment.

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GRANTS OF PLAN-BASED AWARDS

				Estimated Future Payouts Under Non-Equity Incentive Plan						Estimated Future Payouts Under Equity Incentive Plan Awards
																			All Other				All Other
																			Stock				Option			Exercise
																			Awards:				Awards:			or Base			Grant Date
																			Number of				Number			Price of			Fair Value of
																			Shares of				of Shares			Option			Stock and
																			Stock or				of Stock			Awards			Option
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)			Target (#)			Maximum (#)			Units				or Units			($/sh)			Awards
Stephen G. Newberry		02/07	(1)		—	$	3,575,000	$	8,937,500		—			—			—			—				—			—			—
		02/07	(2)		—	$	800,000	$	1,800,000
Martin B. Anstice		02/07	(1)		—	$	1,485,000	$	3,712,500		—			—			—			—				—			—			—
		02/07	(2)		—	$	285,000	$	641,250
Ernest E. Maddock		02/07	(1)		—	$	1,347,500	$	3,368,750		—			—			—			—				—			—			—
		02/07	(2)		—	$	300,000	$	675,000
Abdi Hariri		02/07	(1)		—	$	1,100,000	$	2,750,000		—			—			—			—				—			—			—
		02/07	(2)		—	$	210,000	$	472,500
Richard A. Gottscho		1/4/2007										—			—			—			8,400	(3)			—			—			436,128	(4)
		02/07	(2)		—	$	255,000	$	573,750
Nicolas J. Bright		02/07	(1)		—	$	1,650,000	$	4,125,000		—			—			—			—				—			—			—
		02/07	(2)		—	$	391,935	$	881,854

(1)	Represents awards granted under the 2007/2008 MYIP covering performance during calendar 2007 and 2008. Amounts shown are for performance over the two-year period.
(2)	Represents awards granted under the 2007 annual incentive award. Please see the “Annual Incentive Awards” section earlier in this document for details on actual payments made in February 2008 for the 2007 annual incentive awards.
(3)	These restricted stock units were granted on January 4, 2007. One-third of the awards will vest on April 15, 2008, August 1, 2008, and December 1, 2008 provided that Mr. Gottscho remains an employee of the Company on each such date.
(4)	Represents the grant date fair value of the restricted stock units based upon the closing stock price of $51.92 per share on the grant date of January 4, 2007.

OUTSTANDING EQUITY AWARDS AT THE END OF FISCAL YEAR 2007

	Option Awards											Stock Awards
																	Equity			Equity Incentive
																	Incentive Plan			Plan Awards:
						Equity Incentive						Number					Awards:			Market or
	Number of					Plan Awards:						of Shares			Market Value		Number of			Payout Value of
	Securities					Number of						or Units			of Shares or		Unearned			Unearned
	Underlying			Number of Securities		Securities						of Stock			Units of		Shares, Units			Shares, Units or
	Unexercised			Underlying		Underlying		Option		Option		That Have			Stock That		or Other			Other Rights
	Options (#)			Unexercised Options		Unexercised		Exercise		Expiration		Not			Have Not		Rights That			That Have Not
Name	Exercisable			(#) Unexercisable		Unearned Options		Price ($)		Date		Vested			Vested ($)		Have Not			Vested
Stephen G. Newberry		5,250	(1)		—		—	$	16.14		10/1/2011		—			—		—			—
		200,000	(2)		—		—	$	25.66		4/30/2009		—			—		—			—
		5,250	(3)		—		—	$	11.66		10/1/2008		—			—		—			—
Martin B. Anstice		2,000	(4)		—		—	$	24.25		3/19/2011		—			—		—			—
		849	(1)		—		—	$	16.14		10/1/2011		—			—		—			—
Ernest E. Maddock		2,050	(1)		—		—	$	16.14		10/1/2011		—			—		—			—
		1,000	(5)		—		—	$	22.79		12/24/2011		—			—		—			—
		28,800	(6)				—	$	22.05		2/27/2009		—			—		—			—
Abdi Hariri		822	(1)		—		—	$	16.14		10/1/2011		—			—		—			—
		1,000	(1)		—		—	$	16.14		10/1/2011		—			—		—			—
Richard A. Gottscho		—			—		—						8,400	(7)	$	446,124		—			—
		—			—		—						—			—		32,000	(8)	$	1,699,520
		—			—		—						8,400	(9)	$	446,124		—			—
Nicolas J. Bright		—			—		—						—			—		—			—

(1)	These options were granted on October 1, 2001. 100% of the options vested on October 1, 2006.
(2)	These options were granted on April 30, 2002. The options vested 25% annually on February 28 in 2003, 2004, 2005, and 2006.
(3)	These options were granted on August 2, 2002. 100% of the options vested on October 1, 2002.
(4)	These options were granted on March 19, 2001. 36,000 total options were granted with 25% vesting on the first, second, third and fourth anniversaries of the grant date.
(5)	These options were granted on December 24, 2001. 100% of the options vested on December 24, 2006.
(6)	These options were granted on February 27, 2002. 86,700 total options were granted and vested 13,800 on February 27, 2003, 15,300 on February 27, 2004, 28,800 on February 27, 2005, and 28,800 on February 27, 2006.
(7)	These restricted stock units (RSUs) were granted on August 4, 2005. 100% of the RSUs vested on August 4, 2007.
(8)	These restricted stock units (RSUs) were granted on May 12, 2006 and are subject to performance criteria and service period. 100% of the RSUs will vest on May 12, 2009 provided that the person remains an employee on such date.
(9)	These restricted stock units (RSUs) were granted on January 4, 2007. 33.33% will vest on April 15, 2008, August 1, 2008 and December 1, 2008 provided that the person remains an employee on each such date.

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OPTION EXERCISES AND STOCK AWARD VESTING DURING FISCAL YEAR 2007

	Option Awards				Stock Awards
	Number of Shares				Number of Shares
	Acquired on		Value Realized on		Acquired on		Value Realized on
Name	Exercise		Exercise (1)		Vesting		Vesting
Stephen G. Newberry		—		—		—		—
Martin B. Anstice		—		—		—		—
Ernest E. Maddock		—		—		—		—
Abdi Hariri		—		—		—		—
Richard A. Gottscho		2,118	$	72,294		—		—
Nicolas J. Bright		6,949	$	223,703

(1) The value realized equals the difference between the option exercise price and the fair market value of Lam Research’s Common Stock on the date of exercise, multiplied by the number of shares for which the option was exercised.

NON-QUALIFIED DEFERRED COMPENSATION TABLE

	Executive		Registrant
	Contributions in Fiscal		Contributions in Fiscal		Aggregate Earnings in		Aggregate			Aggregate Balance at
Name	Year 2007 (1)		Year 2007 (2)		Fiscal Year 2007 (3)		Withdrawals/Distributions			Fiscal Year End 2007
Stephen G. Newberry	$	—	$	—	$	55,478	$	—		$	993,275
Martin B. Anstice	$	75,000	$	—	$	35,888	$	—		$	236,202
Ernest E. Maddock	$	865,097	$	—	$	214,259	$	—		$	2,403,690
Abdi Hariri	$	502,114	$	—	$	124,146	$	(422,549	)	$	1,060,471
Richard A. Gottscho	$	90,803	$	—	$	50,837	$	—		$	964,735
Nicolas J. Bright	$	644,543	$	—	$	74,165	$	—		$	1,854,238

(1)	Under Lam Research’s EDCP, participants may defer up to 100% of base salary and/or bonus compensation. The minimum deferral amount is $5,000 in any plan year.  Deferral elections may be changed each year during the fall enrollment period. The participants may elect to have their deferrals tracked to 16 variable rate funds. Participants may establish up to 5 distribution accounts, each to begin payment in a specific year or upon Retirement. Accounts must be elected at the time of enrollment. All amounts listed as “Executive Contributions” in the table above represent contributions on amounts earned during fiscal year 2007 and disclosed in the Summary Compensation Table earlier in this document.
(2)	Amounts credited to the EDCP consist only of cash compensation that has been earned and payment of which has been deferred by the participant. The amounts deferred under the EDCP are credited with interest in the sum of (a) the yield-to-maturity of five-year U.S. Treasury notes plus (b) 1.50% or with gains or losses that “mirror” the market performance of the funds selected by employees, net of management fees and expenses. Lam Research generally may not take a deduction with respect to amounts deferred under the EDCP until such amounts are paid out. However, in certain circumstances where an amount is determinable by formula or otherwise fixed at year end and paid within two and one-half months of year end, Lam Research may take a deduction before the amounts are paid.
(3)	The above-market or preferential earnings portion of these amounts are reported in the Summary Compensation Table under the column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings.”

The Company first adopted a deferred compensation plan in 1994 (the “1994 Deferral Plan”). The 1994 Deferral Plan remains in effect but was closed to further contributions as of December 31, 2004. The Company adopted a new deferred compensation plan (the “EDCP”) effective January 1, 2005. Contributions by eligible executives on or after January 1, 2005, will be maintained in the EDCP. Both Deferred Compensation Plans are voluntary, non-tax-qualified, deferred compensation plans that encourage executives to save for retirement. Under the Deferred Compensation Plans, participants were and are entitled to defer compensation until retirement, death, other termination of employment, or until specified dates.

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Potential Payments Upon Termination or Change-in-Control

The Company provides a program to pay for post-retirement medical and dental insurance coverage for eligible former executive officers (the “Executive Retirement Medical Benefit Plan”). Annually, Lam Research has an independent actuarial valuation of this post-retirement benefit conducted in accordance with the methodology prescribed by the Statement of Financial Accounting Standards 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (SFAS No. 106). The most recent valuation conducted in August 2007 valued Lam Research’s accumulated post-retirement benefit obligation for the named executive officers, Mr. Bagley and directors under the plan at $603,000. The amounts for the named executive officers and Mr. Bagley are shown in the table below:

Name	FY 2007
Stephen Newberry	$	73,000
Martin Anstice	$	17,000
Ernest Maddock	$	71,000
Abdi Hariri	$	59,000
Richard Gottscho	$	72,000
Nicolas Bright	$	77,000
James Bagley	$	44,000

In addition, certain of the Company’s stock option plans and its Employee Stock Purchase Plan provide that, upon a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, each outstanding option or right to purchase Common Stock shall be assumed, or an equivalent option or right substituted, by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the option or right or substitute an equivalent option or right, at the discretion of the plan administrator, some or all of the options granted under certain of the stock option plans shall be accelerated so as to be fully exercisable, and all of the rights granted under the Employee Stock Purchase Plans shall be fully exercisable following the merger for a period from the date of notice by the Board of Directors. Following the expiration of such periods, the options and rights will terminate. The 2007 Stock Incentive Plan adopted by Lam Research stockholders at the 2006 Annual Meeting allows the Company broad discretion to provide for vesting acceleration of awards on change-of-control transactions.

The tables below quantify the amount that would be payable to each of Messrs. Newberry, Bright and Bagley assuming the termination of his employment on June 24, 2007, and are estimates of the amounts which would be paid out to each executive upon his termination. The actual amounts to be paid out can only be determined at the time of the triggering events.

Newberry Agreement

The Newberry Agreement provides that in the event of involuntary termination without cause (as defined in the agreement) or a change in control of the Company followed by either involuntary termination or the acceptance of a position of materially lesser authority or responsibility offered to Mr. Newberry by the Company, or if the Company is acquired by another entity so that there will be no market for the Common Stock of the Company and the acquiring entity does not provide options comparable to unvested stock options held by Mr. Newberry, all unvested stock options granted to Mr. Newberry will automatically be accelerated in full so as to become fully vested. Mr. Newberry is presently fully vested in his stock options but such provision applies to any future grants. Mr. Newberry will have two years from the date of termination in which to exercise such options.

If Mr. Newberry’s employment is involuntarily terminated without cause, he will be entitled to receive a lump sum payment equal to fifteen (15) months of his then-annual base compensation, and he will receive annually any benefits under the Executive Retirement Medical Benefit Plan for which he qualifies following the date of termination. If Mr. Newberry resigns voluntarily, he will not be entitled to receive any severance benefits under the Newberry Agreement, with the exception of the benefits that he would qualify for under the Executive Retirement Medical Benefit Plan. In the event of Mr. Newberry’s death, his estate will be entitled to receive an amount equal to Mr. Newberry’s annual base salary payable in a lump sum. If Mr. Newberry becomes disabled, he will be entitled to receive his base salary for a period of twelve (12) months from the date disability is certified, as well as any bonus earned prior to the effective date of disability.

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The Newberry Agreement provides that for a period of six months following Mr. Newberry’s termination of employment with the Company, Mr. Newberry may not solicit any of the Company’s employees to become employed by any other business enterprise.

Stephen G. Newberry
President and Chief
Executive Officer
	Voluntary
	Termination		Involuntary Termination
Executive Benefits and
Payments Upon			Disability or				Not for		Change in
Termination			Death		For Cause		Cause		Control
Compensation
Severance	$	—	$	800,000	$	—	$	1,000,000	$	—
Short-term Incentive	$	—	$	—	$	—	$	—	$	—
Long-term Incentives
2006-2007 MYIP	$	—	$	—	$	—	$	—	$	—
2007-2008 MYIP	$	—	$	—	$	—	$	—	$	—
Stock Options (Unvested and Accelerated)	$	—	$	—	$	—	$	—	$	—
Restricted Stock Units (Unvested and Accelerated)	$	—	$	—	$	—	$	—	$	—
Benefits and Perquisites
Health and Welfare Benefit Continuation (1)	$	73,000	$	73,000	$	—	$	73,000	$	73,000
Total	$	73,000	$	873,000	$	—	$	1,073,000	$	73,000

(1) Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects the most recent independent actuarial valuation of this benefit.

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Bright Agreement

The employment agreement which the Company entered into with Mr. Bright effective August 1, 2003 (the “Bright Agreement”) provides that in the event of a change in control of the Company, subject to certain conditions set forth in the Bright Agreement, or involuntary termination of Mr. Bright without cause (as defined in the agreement), all unvested stock options granted to Mr. Bright will automatically be accelerated in full so as to become fully vested. Mr. Bright will have two years from the date of termination in which to exercise such options. Mr. Bright presently does not have any unvested or unexercised stock option grants but any new grants to Mr. Bright would be subject to such provisions. If Mr. Bright’s employment is involuntarily terminated without cause, he will be entitled to receive a lump sum payment equal to fifteen (15) months of his then-annual base compensation, and any annual benefits under the Executive Retirement Medical Benefit plan for which he qualifies following the date of termination. In the event of Mr. Bright’s death, his estate will be entitled to receive an amount equal to his annual base salary payable in a lump sum. If Mr. Bright becomes disabled, he will be entitled to receive his base salary for a period of twelve (12) months from the date disability is certified, as well as any bonus earned prior to the effective date of disability.

Nicolas J. Bright
Executive Vice
President of
Products
	Voluntary
	Termination		Involuntary Termination
Executive Benefits and
Payments Upon			Disability or				Not for		Change in
Termination			Death		For Cause		Cause		Control
Compensation
Severance	$	—	$	500,000	$	—	$	625,000	$	—
Short-term Incentive	$	—	$	—	$	—	$	—	$	—
Long-term Incentives	$	—	$	—	$	—	$	—	$	—
2006-2007 MYIP	$	—	$	—	$	—	$	—	$	—
2007-2008 MYIP	$	—	$	—	$	—	$	—	$	—
Stock Options (Unvested and Accelerated)	$	—	$	—	$	—	$	—	$	—
Restricted Stock Units (Unvested and Accelerated)	$	—	$	—	$	—	$	—	$	—
Benefits and Perquisites
Health and Welfare Benefit Continuation (1)	$	77,000	$	77,000	$	—	$	77,000	$	77,000
Total	$	77,000	$	577,000	$	—	$	702,000	$	77,000

(1) Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects the most recent independent actuarial valuation of this benefit.

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Bagley Agreement

Pursuant to the Bagley Agreement, Mr. Bagley is entitled to certain severance benefits upon termination of his employment, depending on the reason for the early termination. If Mr. Bagley voluntarily resigns his employment position, he will not be eligible for any severance payment or benefits, but will remain eligible for the $2.5 million lump sum payment to be paid on April 15, 2009, provided the conditions precedent therefore are fulfilled. In the event of involuntary termination of employment without cause (as defined in the agreement) or due to disability, Mr. Bagley will be entitled to continued payment of his salary; to the lump sum payment when otherwise due; to continued annual medical benefits under the Executive Retirement Medical Benefit plan; and to exercise any vested stock options for two years after termination. If involuntary termination is due to death, additional benefits include acceleration of payment of the lump sum amount within ninety days after death and continued medical benefits for covered family members pursuant to plan eligibility. If Mr. Bagley is terminated for cause, Mr. Bagley will not be entitled to receive any severance benefits under the Bagley Agreement. There is no change-of-control benefits provision in the Agreement.

The Bagley Agreement provides that (i) prior to March 31, 2009, Mr. Bagley may not provide services to another entity that would constitute competition with the Company; and (ii) for a period of six months following termination of the Agreement, Mr. Bagley may not solicit any of the Company’s employees to become employed by any other business enterprise.

James W. Bagley
Executive Chairman of
the Company

	Voluntary Termination(2)				Involuntary Termination
Executive Benefits and
Payments Upon							Not for		Change in
Termination			Death		For Cause		Cause		Control
Compensation
Severance	$		$	2,500,000	$	—	$	420,000	NA
Short-term Incentive	$	—	$	—	$	—	$	—
Long-term Incentives
2006-2007 MYIP	$	—	$	—	$	—	$	—
2007-2008 MYIP	$	—	$	—	$	—	$	—
Stock Options (Unvested and Accelerated)	$	—	$	—	$	—	$	—
Restricted Stock Units (Unvested and Accelerated)	$	—	$	—	$	—	$	—
Benefits and Perquisites
Health and Welfare Benefit Continuation (1)	$	44,000	$	44,000	$	—	$	44,000	$	44,000
Total	$	44,000	$	2,544,000	$	—	$	464,000	$	44,000

(1)	Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects the most recent independent actuarial valuation of this benefit.
(2)	Remains eligible for the $2.5 million lump sum payment, provided the conditions precedent are fulfilled.

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DIRECTOR COMPENSATION IN FISCAL YEAR 2007

									Change in Pension
									Value and
									Nonqualified
							Non-Equity		Deferred		All Other
	Fees Earned or		Stock Awards (2),				Incentive Plan		Compensation		Compensation
	Paid in Cash		(3), (4)		Option Awards		Compensation		Earnings (5)		(6), (7)		Total
Name	($)		($)		($)		($)		($)		($)		($)
David G. Arscott	$	46,000	$	239,750	$	—	$	—	$	68	$	—	$	285,818
Robert M. Berdahl	$	51,000	$	239,750	$	—	$	—	$	—	$	—	$	290,750
Richard J. Elkus, Jr	$	49,000	$	239,750	$	—	$	—	$	—	$	—	$	288,750
Jack R. Harris	$	46,000	$	239,750	$	—	$	—	$	—	$	—	$	285,750
Grant M. Inman	$	49,000	$	239,750	$	—	$	—	$	—	$	—	$	288,750
Catherine P. Lego	$	46,000	$	239,750	$	—	$	—	$	—	$	—	$	285,750
Seiichi Watanabe	$	46,000	$	379,676	$	—	$	—	$	—	$	5,630	$	431,306
Patricia S. Wolpert (1)	$	44,000	$	207,064	$	—	$	—	$	—	$	—	$	251,064

(1)	Director Patricia Wolpert received a pro-rated annual cash retainer equal to $18,000 during fiscal year 2007, in recognition of her services as a director during a portion of calendar year 2006, for which she had not previously received cash compensation. Ms. Wolpert was granted 2,500 restricted shares on December 5, 2006. The shares vested on August 14, 2007.
(2)	On February 15, 2007, each Director was granted 4,440 restricted stock units based on the closing price of the Company’s Common Stock of $45.14. The units vested on November 1, 2007, with receipt deferred until January 31, 2008.
(3)	Each Director (excluding Mr. Watanabe and Ms. Wolpert) received a grant of 5,000 restricted shares on January 31, 2006 based on the closing price of the Company’s Common Stock of $46.43. The units vested on January 31, 2007.
(4)	Mr. Watanabe was granted 10,000 restricted shares on January 31, 2006 based on the closing price of the Company’s Common Stock of $46.43. The units vested on January 31, 2007.
(5)	Reflects interest earned in fiscal year 2007 on deferred compensation, to the extent that the interest rate exceeded 120% of the applicable federal long-term rate.
(6)	Value of fees for visa and immigration services provided to Dr. Watanabe in Fiscal Year 2007.
(7)	Value of fees for tax services provided to Dr. Watanabe in Fiscal Year 2007.

Lam Research’s non-employee directors received the following compensation for their services for calendar year 2007: annual cash retainer of $42,000; cash retainer of $2,000 for service as the chair of a committee; and cash retainer of $2,000 for service as lead director. No additional compensation in the form of meeting fees was provided for calendar year 2007. For calendar year 2006, the non-employee directors received the following compensation: annual cash retainer of $36,000, cash retainer of $2,000 for service as the chair of a committee; cash retainer of $2,000 for service as lead director; and $1,000 for each meeting attended in person on a day other than a regularly scheduled board meeting. Lam Research’s non-employee directors will receive the following compensation for their services for calendar year 2008: annual cash retainer of $42,000; cash retainer of $7,500 for service as the chair of a committee other than the Audit Committee; cash retainer of $10,000 for service as the chair of the Audit Committee; and cash retainer of $7,500 for service as lead director.

In addition, former members of Lam Research’s Board of Directors can participate in the Company’s Executive Retirement Medical Benefit Plan if they meet the eligibility requirements. Lam Research’s accumulated post-retirement benefit obligation for the eligible directors under SFAS No. 106 is shown below:

Name	FY 2007
David G. Arscott	$	51,000
Robert M. Berdahl	$	41,000
Richard J. Elkus, Jr.	$	38,000
Jack R. Harris	$	47,000
Catherine P. Lego	$	13,000

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COMPENSATION COMMITTEE REPORT

          The purposes of the Compensation Committee are to assist the Board in the discharge of its responsibilities with respect to compensation for the Company’s executive officers and independent directors, report annually to the Company’s stockholders on executive compensation matters, administer the Company’s equity-based compensation plans, and take or cause to be taken such other actions and address such other matters as the Board may from time to time authorize the Committee to undertake or assume responsibility.

          The Compensation Committee has reviewed and discussed with Management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K.

     The Compensation Committee was composed of the following independent non-employee directors during fiscal year 2007, and remains so composed as of the date of this report: Directors Berdahl, Elkus, Harris, and Wolpert.

COMPENSATION COMMITTEE
Robert M. Berdahl
Richard J. Elkus, Jr.
Jack R. Harris
Patricia S. Wolpert

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationship exists or existed during fiscal year 2007 between any member of our Compensation Committee and any member of any other company’s board of directors or compensation committee. The Compensation Committee consisted of directors Berdahl, Elkus, Harris, and Wolpert during fiscal year 2007.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The table below sets forth the beneficial ownership of shares of Common Stock of the Company by: (i) each person or entity whom, based on information obtained, the Company knows to beneficially own more than 5% of the Company’s Common Stock, and the address of each such person or entity (“5% stockholder”); (ii) each current director of the Company; (iii) each named executive officer (“named executive”) described above in the Compensation Discussion & Analysis section; and (iv) all current directors and current executive officers as a group. With the exception of 5% stockholders, the information below concerning the number of shares beneficially owned is provided with respect to holdings as of February 15, 2008, the most recent practicable date for such determination (the “Ownership Date”), and, with respect to the 5% stockholders, the information below is provided with respect to holdings as of December 31, 2007, unless otherwise identified. The percentage is calculated using 124,768,843 as the number of shares of the Company’s Common Stock outstanding as of the Ownership Date.

	Shares
	Beneficially			Percent of
Name of Person or Identity of Group	Owned(1)			Class
Wellington Management Company LLP		13,631,400	(2)		10.9	%
75 State Street
Boston, Massachusetts 02109
AXA Assurances Mutuelles		9,188,800	(2)		7.4	%
25, Avenue Matignon
Paris, France 75008
AllianceBernstein LP		9,157,365	(2)		7.3	%
13456 Avenue of the Americas
New York, New York 10105
Capital Group International, Inc.		6,917,820	(2)		5.5	%
1100 Santa Monica Blvd.
Los Angeles, California 90025
James W. Bagley		183,000			*
David G. Arscott		111,175			*
Robert M. Berdahl		40,140			*
Richard J. Elkus, Jr.		122,810			*
Jack R. Harris		83,770			*
Grant M. Inman		152,190			*
Catherine P. Lego		9,440			*
Stephen G. Newberry		210,500			*
Seiichi Watanabe		11,440			*
Patricia S. Wolpert		6,940			*
Martin B. Anstice		8,117			*
Nicolas J. Bright		1,152	(3)		*
Richard A. Gottscho		3,030			*
Abdi Hariri		4,398			*
Ernest E. Maddock		32,374			*
All current directors and current executive officers as a group (15 persons)(4)		993,112			*

* Less than one percent

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(1) Includes shares subject to outstanding stock options and restricted stock units (RSUs) that are exercisable within 60 days after February 15, 2008, if any, with respect to:

James Bagley	2,000 options	Seiichi Watanabe	0 RSUs
David Arscott	63,000 options & RSUs	Patricia Wolpert	0 RSUs
Robert Berdahl	33,000 options & RSUs	Martin Anstice	2,849 options
Richard Elkus, Jr.	81,000 options & RSUs	Thomas Bondur	11,466 options
Jack Harris	63,000 options & RSUs	Nicolas Bright	0 options
Grant Inman	51,000 options & RSUs	Richard Gottscho	2,800 options
Catherine Lego	0 RSUs	Abdi Hariri	1,822 options
Stephen Newberry	210,500 options	Ernest Maddock	31,850 options

(2)	Beneficial ownership calculations for 5% stockholders are based on publicly filed Schedules 13D or 13G, which 5% stockholders are required to file with the SEC, and which generally set forth ownership interests as of December 31, 2007.
(3)	Includes 120 shares held in trust for Mr. Bright’s dependent children.
(4)	Current directors and current executive officers, as of February 15, 2008, include: Mr. Bagley, Mr. Arscott, Dr. Berdahl, Mr. Elkus, Mr. Harris, Mr. Inman, Ms. Lego, Mr. Newberry, Dr. Watanabe, Ms. Wolpert, Mr. Anstice, Mr. Bondur, Mr. Gottscho, Mr. Hariri, and Mr. Maddock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS

The following table provides information as of June 24, 2007, regarding securities authorized for issuance under the Company’s equity compensation plans. The equity compensation plans of the Company include the 1991 Stock Option Plan, the 1996 Performance-Based Restricted Stock Plan, the 1997 Stock Incentive Plan, the 1999 Stock Option Plan, the 2007 Equity Incentive Plan, and the 1999 Employee Stock Purchase Plan.

						Number of Securities
						Remaining Available
						for Future Issuance
	Number of Securities			Weighted-Average		Under Equity
	to be Issued Upon			Exercise Price of		Compensation Plans
	Exercise of			Outstanding Options,		(excluding securities
	Outstanding Options,			Warrants, and		reflected in column
Plan Category	Warrants, and Rights			Rights(5)		(a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		1,734,273	(1)(2)	$	19.09		26,084,502	(3)
Equity compensation plans not approved by security holders		3,394,542	(4)	$	20.68		2,669,719
Total		5,128,815		$	20.37		28,754,221

(1)

Includes shares issuable under the Company’s 1997 Stock Incentive Plan (the “1997 Plan”). The 1997 Plan was adopted by the Board in May 1997 and approved by the stockholders of the Company in August 1997. In October 2002, the Board amended the 1997 Plan to provide for the issuance of restricted stock unit awards, allow all 1997 Plan participants to participate in exchanges of stock options previously permitted under the 1997 Plan, and provide that vesting of restricted stock, deferred stock, performance share and restricted stock unit awards would be determined by the Administrator of the Plan at the time of the award grant.

Pursuant to the provisions of the 1997 Plan approved by the Company’s stockholders, the number of shares reserved for issuance under the plan will automatically be increased each calendar quarter if and to the extent necessary to provide that the ratio of (a) the number of shares reserved for issuance under all of the Company’s stock-based incentive plans to (b) the total number of shares of Lam Research Common Stock outstanding on a fully-diluted basis will be equal to 18.5%; provided, that the number of shares reserved for issuance under the Lam 1997 Stock Plan will in no event exceed fifteen million shares. During fiscal year 2007, there were no additional amounts reserved for issuance.

86

(2)	Includes shares issuable under the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan”). The 2007 Plan was adopted by the Board in August 2006, approved by the stockholders of the Company in November 2006, and amended by the Board in November 2006. The 2007 Plan reserves for issuance up to 15,000,000 shares of the Company’s Common Stock.
(3)	Includes 3,313,227 shares available for future issuance under the 1999 Employee Stock Purchase Plan (“1999 ESPP”). This number does not include shares that may be added to the 1999 ESPP share reserve in the future in accordance with the terms of the 1999 ESPP, as amended.
(4)	Includes shares issuable under the Company’s 1999 Stock Option Plan (the “1999 Option Plan”). The 1999 Option Plan reserves for issuance up to 27,500,000 shares of the Company’s Common Stock.
	The 1999 Option Plan was adopted by the Board as of November 5, 1998 (the “Effective Date”) and amended and restated as of October 16, 2002 and November 7, 2002. All directors, officers and employees of Lam and its designated subsidiaries, as well as consultants, advisors or independent contractors who provide valuable services to the Company or such subsidiaries, are eligible to participate in the 1999 Option Plan.
	Nonstatutory stock options, deferred stock, restricted stock, performance shares, and restricted stock unit awards (collectively, the “Awards”) may be granted under the plan. Stock options granted under the 1999 Option Plan must have an exercise price that is not less than the fair market value of the Company’s Common Stock on the date of the grant. The Administrator shall determine the participants to whom Awards shall be granted and the terms of such Awards. The 1999 Option Plan terminates ten years from the Effective Date.
	In the event of a corporate transaction such as a change of control, the 1999 Option Plan provides that each outstanding Award shall be assumed, or an equivalent Award substituted, by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the Award or substitute an equivalent Award, subject to limitations that may be placed on an Award on the date of grant, outstanding Awards shall accelerate and become fully exercisable.
(5)	Does not include restricted stock units (RSUs) with an exercise price of $0.00.

Item 13. Certain Relationships and Related Transactions, and Director Independence

No family relationships exist or existed during fiscal year 2007 among any of the Company’s directors and executive officers. No related-party transactions occurred during fiscal year 2007. The information regarding the identity of each director who is “independent” in accordance with NASDAQ and other applicable criteria is incorporated by reference from Item 10, “Directors, Executive Officers and Corporate Governance—Director Independence” and “Directors, Executive Officers and Corporate Governance—Board Meetings and Committees”, above.

Item 14. Principal Accounting Fees and Services

Ernst & Young LLP has audited the Company’s consolidated financial statements since the Company’s inception.

Fees Billed by Ernst & Young LLP

The table below shows the fees billed by Ernst & Young LLP for audit and other services provided to the Company in fiscal years 2007 and 2006.

Services / Type of Fee	Fiscal Year 2007		Fiscal Year 2006
Audit Fees (1)	$	2,132,000	$	2,137,000
Audit-Related Fees (2)		147,000		136,000
Tax Fees (3)		—		—
All Other Fees (4)		—		—
TOTAL	$	2,279,000	$	2,273,000

⁽¹⁾ Audit fees represent fees for professional services provided in connection with the audits of annual financial statements, reviews of quarterly financial statements, and audit services related to other statutory or regulatory filings or engagements. In addition, audit fees include those fees related to Ernst & Young LLP’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

87

(2)	Audit-related fees consist of assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.”
(3)	Tax fees represent fees for services primarily related to international tax compliance.
(4)	All other fees relate principally to fees for subsidiary-related services.

     The Audit Committee reviewed summaries of the services provided by Ernst & Young LLP and the related fees during fiscal year 2007 and has determined that the provision of non-audit services was compatible with maintaining the independence of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The Audit Committee approved 100% of the services and related fee amounts for services provided by Ernst & Young LLP during fiscal year 2007.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

It is the responsibility of the Audit Committee to approve, in accordance with Sections 10A(h) and (i) of the Exchange Act and the Rules and Regulations of the SEC, all professional services, to be provided to the Company by its Independent Registered Public Accounting Firm, provided that the Audit Committee shall not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable exemption.

It is the policy of the Company that the Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s Independent Registered Public Accounting Firm, consistent with the criteria set forth in the Audit Committee Charter and applicable laws and regulations. The Committee has delegated to the Chair of the Committee the authority to pre-approve such services, provided that the Chair shall report any decision on his part to pre-approve such services to the full Audit Committee at its next regular meeting. These services may include audit services, audit-related services, tax services, and other services. The Independent Registered Public Accounting Firm and Company management are required to periodically report to the Audit Committee regarding the extent of services provided by the Independent Registered Public Accounting Firm pursuant to any such pre-approval.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) 1. Index to Financial Statements

	Page
Consolidated Balance Sheets — June 24, 2007 and June 25, 2006		90
Consolidated Statements of Operations — Years Ended June 24, 2007, June 25, 2006, and June 26, 2005		91
Consolidated Statements of Cash Flows — Years Ended June 24, 2007, June 25, 2006, and June 26, 2005		92
Consolidated Statements of Stockholders’ Equity — Years Ended June 24, 2007, June 25, 2006, and June 26, 2005		93
Notes to Consolidated Financial Statements		94
Report of Independent Registered Public Accounting Firm		127
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		128
2. Index to Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts		130

     Schedules, other than those listed above, have been omitted since they are not applicable/not required, or the information is included elsewhere herein.

3. See (c) of this Item 15, which is incorporated herein by reference.

(c) The list of Exhibits follows page 131 of this 2007 Form 10-K and is incorporated herein by this reference.

89

LAM RESEARCH CORPORATION

CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

	June 24,			June 25,
	2007			2006
				As restated (1)
ASSETS
Cash and cash equivalents	$	573,967		$	910,815
Short-term investments		96,724			139,524
Accounts receivable, less allowance for doubtful accounts of $3,851 as of June 24, 2007 and $3,822 as of June 25, 2006		410,013			407,347
Inventories		235,431			168,714
Deferred income taxes		61,727			53,625
Prepaid expenses and other current assets		38,499			26,344
Total current assets		1,416,361			1,706,369
Property and equipment, net		113,725			49,893
Restricted cash and investments		360,038			470,038
Deferred income taxes		27,414			52,571
Goodwill		59,741			—
Intangible assets, net		70,909			14,643
Other assets		53,417			33,868
Total assets	$	2,101,605		$	2,327,382
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	117,617		$	108,504
Accrued expenses and other current liabilities		364,296			319,060
Deferred profit		190,885			140,085
Total current liabilities		672,798			567,649
Long-term debt		250,000			350,000
Other long-term liabilities		2,487			969
Total liabilities		925,285			918,618
Commitments and contingencies
Stockholders’ equity:
Preferred stock, at par value of $0.001 per share; authorized - 5,000 shares, none outstanding		—			—
Common stock, at par value of $0.001 per share; authorized - 400,000 shares; issued and outstanding - 123,535 shares at June 24, 2007 and 141,785 shares at June 25, 2006		124			142
Additional paid-in capital		1,194,215			1,051,851
Treasury stock, at cost, 34,168 shares at June 24, 2007 and 13,532 shares at June 25, 2006		(1,483,169	)		(416,447	)
Accumulated other comprehensive loss		(4,302	)		(11,205	)
Retained earnings		1,469,452			784,423
Total stockholders’ equity		1,176,320			1,408,764
Total liabilities and stockholders’ equity	$	2,101,605		$	2,327,382

See Notes to Consolidated Financial Statements

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

90

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
Total revenue	$	2,566,576		$	1,642,171		$	1,502,453
Cost of goods sold		1,261,522			815,159			738,989
Gross margin		1,305,054			827,012			763,464
Research and development		285,348			229,378			195,289
Selling, general and administrative		241,046			192,866			165,832
Restructuring charges, net		—			—			14,201
Total operating expenses		526,394			422,244			375,322
Operating income		778,660			404,768			388,142
Other income (expense):
Interest income		71,666			38,189			17,537
Interest expense		(17,817	)		(677	)		(1,413	)
Favorable legal judgment		15,834			—			—
Other, net		(620	)		(2,490	)		(8,004	)
Income before income taxes		847,723			439,790			396,262
Income tax expense		161,907			104,580			99,010
Net income	$	685,816		$	335,210		$	297,252
Net income per share:
Basic net income per share	$	4.94		$	2.42		$	2.16
Diluted net income per share	$	4.85		$	2.33		$	2.09
Number of shares used in per share calculations:
Basic		138,714			138,581			137,727
Diluted		141,524			143,759			142,460

See Notes to Consolidated Financial Statements

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

91

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	685,816		$	335,210		$	297,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,097			22,000			25,517
Deferred income taxes		17,055			37,222			89,310
Restructuring charges, net		—			—			14,201
Amortization of premiums/discounts on securities		(658	)		2,683			3,285
Equity-based compensation expense		35,554			23,993			3,588
Income tax benefit on equity-based compensation plans		62,437			17,338			1,140
Excess tax benefit on equity-based compensation plans		(44,990	)		(11,110	)		—
Other, net		1,283			(326	)		(431	)
Changes in working capital accounts:
Accounts receivable, net of allowance		(513	)		(178,542	)		13,470
Inventories		(56,336	)		(59,038	)		(2,588	)
Prepaid expenses and other assets		(19,180	)		(9,270	)		(455	)
Trade accounts payable		9,055			48,341			(33,108	)
Deferred profit		51,112			50,675			(18,936	)
Accrued expenses and other liabilities		44,827			88,206			33,685
Net cash provided by operating activities		823,559			367,382			425,930
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets		(59,968	)		(42,080	)		(22,849	)
Acquisitions of businesses		(181,108	)		—			—
Sales of other investments		3,000			—			—
Purchases of available-for-sale securities		(1,058,081	)		(129,464	)		(247,392	)
Sales and maturities of available-for-sale securities		1,103,311			312,252			184,083
Transfer of restricted cash and investments		110,000			(385,000	)		27,430
Net cash used for investing activities		(82,846	)		(244,292	)		(58,728	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations		(100,171	)		(112	)		—
Net proceeds from issuance of long-term debt		—			349,632			—
Excess tax benefit on equity-based compensation plans		44,990			11,110			—
Treasury stock purchases		(1,083,745	)		(251,211	)		(167,081	)
Reissuances of treasury stock		18,123			15,171			458
Proceeds from issuance of common stock		42,468			179,400			114,304
Net cash provided by (used for) financing activities		(1,078,335	)		303,990			(52,319	)
Effect of exchange rate changes on cash		774			1,485			3,964
Net increase (decrease) in cash and cash equivalents		(336,848	)		428,565			318,847
Cash and cash equivalents at beginning of year		910,815			482,250			163,403
Cash and cash equivalents at end of year	$	573,967		$	910,815		$	482,250
Schedule of noncash transactions Acquisition of leased equipment	$	—		$	1,088		$	—
Supplemental disclosures:
Cash payments for interest	$	17,700		$	531		$	1,341
Cash payments for income taxes	$	53,508		$	11,873		$	7,339

See Notes to Consolidated Financial Statements

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

92

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)

													DEFERRED
							ADDITIONAL						STOCK-			ACCUMULATED
	COMMON						PAID-IN						BASED			OTHER			RETAINED
	STOCK			COMMON			CAPITAL,			TREASURY			COMPENSATION			COMPREHENSIVE			EARNINGS			TOTAL
	SHARES			STOCK			As restated (1)			STOCK			As restated (1)			INCOME (LOSS)			As restated (1)			As restated (1)
Balance at June 27, 2004, as previously reported		134,988		$	135		$	628,076		$	(19,742	)	$	(1,839	)	$	(15,283	)	$	221,119		$	812,466
Cumulative effect of restatements (1)		—			—			91,476			—			(5,607	)		—			(63,211	)		22,658
Balance at June 27, 2004, as restated (1)		134,988		$	135		$	719,552		$	(19,742	)	$	(7,446	)	$	(15,283	)	$	157,908		$	835,124
Sale of common stock		8,155			8			114,296			—			—			—			—			114,304
Purchase of treasury stock		(5,855	)		(6	)		—			(167,075	)		—			—			—			(167,081	)
Income tax benefit from stock option transactions		—			—			1,140			—			—			—			—			1,140
Reissuance of treasury stock		25			—			—			753			—			—			(295	)		458
Reversal of deferred stock-based compensation due to forfeitures		—			—			(837	)		—			837			—			—			—
Amortization of deferred-stock based compensation		—			—			(428	)		—			4,016			—			—			3,588
Components of comprehensive income:
Net income		—			—			—			—			—			—			297,252			297,252
Foreign currency translation adjustment		—			—			—			—			—			3,584			—			3,584
Unrealized gain on fair value of derivative financial instruments, net		—			—			—			—			—			1,650			—			1,650
Unrealized loss on financial instruments, net		—			—			—			—			—			(379	)		—			(379	)
Less: reclassification adjustment for gains included in earnings		—			—			—			—			—			(361	)		—			(361	)
Total comprehensive income																							301,746
Balance at June 26, 2005, as restated (1)		137,313		$	137		$	833,723		$	(186,064	)	$	(2,593	)	$	(10,789	)	$	454,865		$	1,089,279
Sale of common stock		9,914			10			179,390			—			—			—			—			179,400
Purchase of treasury stock		(6,979	)		(6	)					(251,205	)		—			—			—			(251,211	)
Income tax benefit on equity-based compensation plans		—			—			17,338			—			—			—			—			17,338
Reissuance of treasury stock		658			1			—			20,822			—			—			(5,652	)		15,171
Equity-based compensation expense		—			—			23,993			—			—			—			—			23,993
Deferred compensation adjustment		—			—			(2,593	)		—			2,593			—			—			—
Exercise of warrant		879			—			—			—			—			—			—			—
Components of comprehensive income:
Net income		—			—			—			—			—			—			335,210			335,210
Foreign currency translation adjustment		—			—			—			—			—			2,061			—			2,061
Unrealized gain on fair value of derivative financial instruments, net		—			—			—			—			—			6,200			—			6,200
Unrealized loss on financial instruments, net		—			—			—			—			—			(916	)		—			(916	)
Less: reclassification adjustment for gains included in earnings		—			—			—			—			—			(7,761	)		—			(7,761	)
Total comprehensive income																							334,794
Balance at June 25, 2006, as restated (1)		141,785		$	142		$	1,051,851		$	(416,447	)	$	—		$	(11,205	)	$	784,423		$	1,408,764
Sale of common stock		2,388			2			42,466			—			—			—			—			42,468
Purchase of treasury stock		(21,202	)		(21	)		—			(1,083,724	)		—			—			—			(1,083,745	)
Income tax benefit on equity-based compensation plans		—			—			62,437			—			—			—			—			62,437
Reissuance of treasury stock		564			1			1,907			17,002			—			—			(787	)		18,123
Equity-based compensation expense		—			—			35,554			—			—			—			—			35,554
Components of comprehensive income:
Net income		—			—			—			—			—			—			685,816			685,816
Foreign currency translation adjustment		—			—			—			—			—			1,755			—			1,755
Unrealized gain on fair value of derivative financial instruments, net		—			—			—			—			—			5,355			—			5,355
Unrealized gain on financial instruments, net		—			—			—			—			—			82			—			82
Less: reclassification adjustment for losses included in earnings		—			—			—			—			—			505			—			505
Total comprehensive income																							693,513
Adjustment to initially apply SFAS No. 158		—			—			—			—			—			(794	)		—			(794	)
Balance at June 24, 2007		123,535		$	124		$	1,194,215		$	(1,483,169	)	$	—		$	(4,302	)	$	1,469,452		$	1,176,320

See Notes to Consolidated Financial Statements

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 24, 2007

Note 1: Company and Industry Information

          Lam Research Corporation (“Lam Research” or the “Company”) designs, manufactures, markets, and services semiconductor processing equipment used in the fabrication of integrated circuits and is recognized as a major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected to a complex series of process steps that result in the simultaneous creation of many individual integrated circuits. The Company leverages its expertise in these areas to develop integrated processing solutions which typically benefit its customers through reduced cost, lower defect rates, enhanced yields, or faster processing time. The Company sells its products and services primarily to companies involved in the production of semiconductors in the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific.

          The semiconductor industry is cyclical in nature and has historically experienced periodic downturns and upturns. Today’s leading indicators of changes in customer investment patterns may not be any more reliable than in prior years. Demand for the Company’s equipment can vary significantly from period to period as a result of various factors, including, but not limited to, economic conditions, supply, demand, and prices for semiconductors, customer capacity requirements, and the Company’s ability to develop and market competitive products. For these and other reasons, the Company’s results of operations for fiscal years 2007, 2006, and 2005 may not necessarily be indicative of future operating results.

Note 2: Summary of Significant Accounting Policies

          The preparation of financial statements, in conformity with U.S. generally accepted accounting principles requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions believed to be applicable, and evaluates them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

          Revenue Recognition: The Company recognizes all revenue when persuasive evidence of an arrangement exists, delivery has occurred and title has passed or services have been rendered, the selling price is fixed or determinable, collection of the receivable is reasonably assured, and the Company has completed its system installation obligations, received customer acceptance or is otherwise released from its installation or customer acceptance obligations. In the event that terms of the sale provide for a lapsing customer acceptance period, the Company recognizes revenue upon the expiration of the lapsing acceptance period or customer acceptance, whichever occurs first. In circumstances where the practices of a customer do not provide for a written acceptance or the terms of sale do not include a lapsing acceptance provision, the Company recognizes revenue where it can be reliably demonstrated that the delivered system meets all of the agreed-to customer specifications. In situations with multiple deliverables, revenue is recognized upon the delivery of the separate elements to the customer and when the Company receives customer acceptance or is otherwise released from its customer acceptance obligations. Revenue from multiple-element arrangements is allocated among the separate elements based on their relative fair values, provided the elements have value on a stand alone basis, there is objective and reliable evidence of fair value, the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. The maximum revenue recognized on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. Revenue related to sales of spare parts and system upgrade kits is generally recognized upon shipment. Revenue related to services is generally recognized upon completion of the services requested by a customer order. Revenue for extended maintenance service contracts with a fixed payment amount is recognized on a straight-line basis over the term of the contract.

           Inventory Valuation: Inventories are stated at the lower of cost or market using standard costs, which approximate actual costs on a first-in, first-out basis. The Company maintains a perpetual inventory system and continuously records the quantity on-hand and standard cost for each product, including purchased components, subassemblies and finished goods. The Company maintains the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. When the terms of sale do not specify, the Company assumes title transfers when it completes physical transfer of the products to the freight carrier unless other customer practices prevail. Transfer of title for shipments to Japanese customers generally occurs at time of customer acceptance.

          Standard costs are re-assessed at least annually and reflect achievable acquisition costs, generally the most recent vendor contract prices for purchased parts, currently obtainable assembly and test labor utilization levels, methods of manufacturing, and overhead for internally manufactured products. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of inventory between the Company’s legal entities are eliminated from its consolidated financial statements.

          Management evaluates the need to record adjustments for impairment of inventory at least quarterly. The Company’s policy is to assess the valuation of all inventories, including manufacturing raw materials, work-in-process, finished goods and spare parts in each reporting period. Generally, obsolete inventory or inventory in excess of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated market value, if less than cost. Inherent in the estimates of market value are management’s forecasts related to the Company’s future manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor market conditions, possible alternative uses and ultimate realization of excess inventory. If future customer demand or market conditions are less favorable than the Company’s projections, additional inventory write-downs may be required, and would be reflected in cost of sales in the period the revision is made.

94

     Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service warranty to customers as part of the overall price of the system. The Company offers standard warranties for its systems that run generally for a period of 12 months from system acceptance, not to exceed 14 months from shipment of the system to the customer. When appropriate, the Company records a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded is based on an analysis of historical activity, which uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual parts and labor costs incurred in subsequent periods are charged to those established reserves through the application of detailed project record-keeping.

     Actual warranty expenses are incurred on a system-by-system basis, and may differ from the Company’s original estimates. While the Company periodically monitors the performance and cost of warranty activities, if actual costs incurred are different than its estimates, the Company may recognize adjustments to provisions in the period in which those differences arise or are identified. The Company does not maintain general or unspecified reserves; all warranty reserves are related to specific systems.

     In addition to the provision of standard warranties, the Company offers customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related liabilities are determined to be probable and estimable.

     Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: The Company accounts for its employee stock purchase plan (ESPP) and stock plans under the provisions of SFAS No. 123R. SFAS No. 123R requires the recognition of the fair value of equity-based compensation in net income. The fair value of the Company’s restricted stock units was calculated based upon the fair market value of Company stock at the date of grant. The fair value of the Company’s stock options and ESPP awards was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections in adopting and implementing SFAS No. 123R, including expected stock price volatility and the estimated life of each award. The fair value of equity-based awards is amortized over the vesting period of the award, and the Company has elected to use the straight-line method for awards granted after the adoption of SFAS No. 123R and continues to use a graded vesting method for awards granted prior to the adoption of SFAS No. 123R.

     The Company makes quarterly assessments of the adequacy of its tax credit pool to determine if there are any deficiencies which require recognition in its consolidated statements of operations. As a result of the adoption of SFAS No. 123R, the Company will only recognize a benefit from stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the indirect benefits of stock-based compensation on the research tax credit and the extraterritorial income deduction through the income statement (continuing operations) rather than through paid-in-capital. The Company has also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits determined under APB No. 25 for income tax footnote disclosure purposes. The Company will track these stock award attributes separately and will only recognize these attributes through paid-in-capital in accordance with Footnote 82 of SFAS No. 123R.

     In connection with the Company’s restatement of the consolidated financial statements, the Company has applied judgment in choosing whether to revise measurement dates and if revised which measurement date to select for prior option grants. Information regarding the restatement is set forth below in Note 3, “Restatement of Consolidated Financial Statements” in these Notes to Consolidated Financial Statements and in “Restatement of Previously Issued Financial Statements” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K as of and for the year ended June 24, 2007 (the “2007 Form 10-K”).

     Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Realization of the Company’s net deferred tax assets is dependent on future taxable income. The Company believes it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that the Company determines that it would not be able to realize all or part of its net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if the Company later determines that it is more likely than not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed.

     The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified.

     The Company provides for income taxes on an interim basis on the basis of annual estimated effective income tax rates. The Company’s estimated effective income tax rate reflects the underlying profitability of the Company, the level of R&D spending, the regions where profits are recorded and the respective tax rates imposed. The Company carefully monitors these factors and adjust the effective income tax rate, if necessary. If actual results differ from estimates, the Company could be required to record an additional valuation allowance on deferred tax assets or adjust its effective income tax rate, which could have a material impact on the Company’s business, results of operations, and financial condition.

95

     The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws. The Company’s estimate for the potential outcome of any uncertain tax issue is highly judgmental. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operation and financial condition. The Company accounts for the income tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.”

     Goodwill and Intangible Assets: The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (SFAS No. 142). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company reviews goodwill for impairment at least annually. In addition, the Company reviews goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.     

     Fiscal Year: The Company follows a 52/53-week fiscal reporting calendar and its fiscal year ends on the last Sunday of June each year. The Company’s most recent fiscal year ended on June 24, 2007 and included 52 weeks. The fiscal years ended June 25, 2006 and June 26, 2005 also included 52 weeks. The Company’s next fiscal year, ending on June 29 2008 will include 53 weeks.

     Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

     Cash Equivalents and Short-Term Investments: All investments purchased with an original final maturity of three months or less are considered to be cash equivalents. All of the Company’s short-term investments are classified as available-for-sale at the respective balance sheet dates. The Company accounts for its investment portfolio at fair value. The investments classified as available-for-sale are recorded at fair value based upon quoted market prices, and any material temporary difference between the cost and fair value of an investment is presented as a separate component of accumulated other comprehensive income (loss.) Unrealized losses are charged against “Other income (expense)” when a decline in fair value is determined to be other than-temporary.  The Company considers  several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the extent to which the fair value is less than cost basis, (ii) the financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The Company’s ongoing consideration of these factors could result in additional impairment charges in the future, which could adversely affect its results of operation. There were no impairment charges recorded on the Company’s investment portfolio in fiscal years 2007, 2006, or 2005. The specific identification method is used to determine the realized gains and losses on investments.

     Property and Equipment: Property and equipment is stated at cost. Equipment is depreciated by the straight-line method over the estimated useful lives of the assets, generally three to seven years. Leasehold improvements are amortized by the straight-line method over the shorter of the life of the related asset or the term of the underlying lease.

     Impairment of Long-Lived Assets : The Company routinely considers whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If the sum is less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

     Derivative Financial Instruments: The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). The Company has a policy that allows the use of derivative financial instruments, specifically foreign currency forward exchange rate contracts, to hedge foreign currency exchange rate fluctuations on forecasted revenue transactions denominated in Japanese yen and other foreign currency denominated assets. The Company does not use derivatives for trading or speculative purposes.

     The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange rate risks using an effective and efficient method to eliminate or reduce such exposures. In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. To protect against the reduction in value of forecasted Japanese yen-denominated revenues, the Company has instituted a foreign currency cash flow hedging program. The Company enters into foreign currency forward exchange rate contracts that generally expire within 12 months, and no later than 24 months. These foreign currency forward exchange contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue in the same period the hedged revenue is recognized.

96

     Each period, hedges are tested for effectiveness using regression testing. Changes in the fair value of currency forwards due to changes in time value are excluded from the assessment of effectiveness and are recognized in revenue in the current period. To qualify for hedge accounting, the hedge relationship must meet criteria relating both to the derivative instrument and the hedged item. These include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured.

     To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company is able to defer changes in the fair value of the hedging instrument within accumulated other comprehensive income (loss) until the hedged exposure is realized. Consequently, with the exception of hedge ineffectiveness recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe that the underlying hedged forecasted transactions would occur, the Company may not be able to account for its investments in derivative instruments as cash flow hedges. If this were to occur, future changes in the fair values of the Company’s derivative instruments would be recognized in earnings without the benefits of offsets or deferrals of changes in fair value arising from hedge accounting treatment.

     The Company also enters into foreign currency forward exchange rate contracts to hedge the gains and losses generated by the remeasurement of Japanese yen-denominated receivable balances. Under SFAS No. 133, these forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded into earnings as a component of other income and expense and offsets the change in fair value of the foreign currency denominated intercompany and trade receivables, recorded in other income and expense, assuming the hedge contract fully covers the intercompany and trade receivable balances.

     To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and practical. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates and interest rates observed in the market.

     The Company considers its most current outlook in determining the level of foreign currency denominated intercompany revenues to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenues are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive income (loss) to interest and other income (expense) on the consolidated statement of operations at that time.

     The Company does not believe that it is or was exposed to more than a nominal amount of credit risk in its interest rate and foreign currency hedges, as counterparties are established and well-capitalized financial institutions. The Company’s exposures are in liquid currencies (Japanese yen), so there is minimal risk that appropriate derivatives to maintain the Company’s hedging program would not be available in the future.

     Guarantees: The Company accounts for guarantees in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34” (FIN No. 45). Accordingly, the Company evaluates its guarantees to determine whether (a) the guarantee is specifically excluded from the scope of FIN No. 45, (b) the guarantee is subject to FIN No. 45 disclosure requirements only, but not subject to the initial recognition and measurement provisions, or (c) the guarantee is required to be recorded in the financial statements at fair value. The Company has recorded a liability for certain guaranteed residual values related to specific facility lease agreements. The Company has evaluated its remaining guarantees and has concluded that they are either not within the scope of FIN No. 45 or do not require recognition in the financial statements. These guarantees generally include certain indemnifications to its lessors under operating lease agreements for environmental matters, potential overdraft protection obligations to financial institutions related to one of the Company’s subsidiaries, indemnifications to the Company’s customers for certain infringement of third-party intellectual property rights by its products and services, and the Company’s warranty obligations under sales of its products. Please see Note 17 for additional information on the Company’s guarantees.

     Foreign Currency Translation: The Company’s non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, primarily generate and expend cash in their local currency. Billings and receipts for their labor and services are primarily denominated in the local currency and the workforce is paid in local currency. Their individual assets and liabilities are primarily denominated in the local foreign currency and do not materially impact the Company’s cash flows. Accordingly, all balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. The resulting translation adjustments are recorded as cumulative translation adjustments, and are a component of accumulated other comprehensive income (loss). Translation adjustments are recorded in other income (expense), net, where the U.S. dollar is the functional currency.

     Reclassifications: Certain amounts presented in the comparative financial statements for prior years have been reclassified to conform to the fiscal year 2007 presentation.

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Note 3: Restatement of Consolidated Financial Statements

     In these consolidated financial statements as of and for the year ended June 24, 2007. Lam Research is restating its consolidated balance sheet as of June 25, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 25, 2006 and June 26, 2005 as a result of determinations from a voluntary independent stock option review described below. The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1997 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004.

Independent Committee Review

     On July 18, 2007, the Company announced that its Board of Directors had initiated a voluntary independent review regarding the timing and accounting of the Company’s past stock option grants and other related issues. The voluntary internal review arose after the Company’s Independent Registered Public Accounting Firm performed auditing procedures relating to the Company’s historical stock option grant programs and procedures as part of the firm’s fiscal year-end 2007 audit. The Board of Directors appointed a special committee consisting of two independent board members (the “Independent Committee”) to conduct a comprehensive review of the Company’s historical stock option practices. The Independent Committee promptly engaged independent outside legal counsel and forensic accountants to assist with the review. On December 21, 2007, the Company announced that the Independent Committee had reached a preliminary conclusion that the measurement dates for financial accounting purposes of certain stock option grants issued in the past differed from the recorded grant dates of such awards. Upon the recommendation of management and the Independent Committee, the Audit Committee of the Board of Directors concluded that the financial statements for fiscal years 1997 through 2005, and the interim periods contained therein should no longer be relied upon. The Independent Committee’s review was completed in February 2008.

Scope of the Independent Committee Review

     The review covered stock option grants awarded in fiscal years 1997 through 2005 (the “Review Period”). The scope of the review included evaluating 100% of “Company-wide” grants, director grants, Section 16 officer grants, and new hire grants, as well as a sampling of grants deemed “other grants”, representing approximately 94% of all stock option grants during the Review Period. This Review Period comprised approximately 16,000 separate stock option grants on approximately 500 separately recorded grant dates. These grants involved approximately 58 million underlying shares of Common Stock and included grants to domestic and international employees. Share amounts have been adjusted as applicable to reflect the March 2000 3 for 1 stock split. The Independent Committee’s review also included procedures to identify potential modifications of stock option grants and grants awarded to consultants, and testing of cash exercises. The Company had not awarded any Company-wide stock option grants since October 2002 and stopped issuing stock option grants during fiscal year 2005 and only issued restricted stock units (“RSUs”) thereafter. The Independent Committee did not include fiscal years 2006 and 2007 in the scope of its review based on several factors including but not limited to the fact that the Company only issued RSUs after fiscal year 2005 and the Company’s equity granting processes and controls had been documented and tested as part of its assessment of the operating effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes Oxley Act of 2002. Additionally, no information arose during the stock option review that would indicate a need to expand the scope of the review to include other periods.

     The Independent Committee’s review included the collection and processing of over 3.5 million electronic documents, which included hard drives and network share drives of numerous individuals, the Company’s network servers, and backup tapes. The Independent Committee’s advisors also collected and reviewed hard copy documents from numerous sources and conducted 61 interviews of 47 individuals, predominantly current or former directors, officers and employees of the Company.

Stock Option Review Results

     Consistent with applicable accounting literature and guidance from the Securities and Exchange Commission (“SEC”) staff, the Company organized the grants during the review period into categories based on the grant type and the process by which the grant was finalized. The Company analyzed the evidence from the Independent Committee’s review related to each category including, but not limited to, physical documents, electronic documents, and underlying electronic data about documents. Based on the relevant facts and circumstances, the Company applied the applicable accounting standards to determine, for grants within each category, the proper measurement date. If the measurement date was not the originally recorded grant date, accounting adjustments were made as required, in some cases resulting in stock-based compensation expense and related tax effects. The significant majority of the measurement date changes result from stock options granted prior to fiscal year 2003. As a result of the findings of the review, the Company has recognized incremental stock-based compensation and associated payroll tax expense of $96.4 million on a pre-tax basis ($65.8 million after taxes) in the aggregate during fiscal years 1997 through 2006, which includes incremental stock-based compensation expense of $1.2 million recognized under SFAS No. 123R during fiscal year 2006.

     During its review of the Company’s historical stock option practices, the Independent Committee did not find evidence of any other financial reporting or accounting issues unrelated to stock-based compensation.

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     Company-wide Grants

     Company-wide grants were awarded on ten dates during the Review Period, and are associated with approximately half of the shares underlying option grants encompassed in the review. These ten dates include grants issued on six dates for broad-based and primarily discretionary grants (“focal grants”), two grant dates that were formula-based grants (“supplemental grants”) and two grant dates designed to address certain previously granted stock options for which the exercise price was higher than the then-current fair value of the Company’s Common Stock (“cancel and replace grants”). As a result of its review, the Company determined that the actual measurement dates for certain stock option grants differed from the recorded grant dates. The Company determined that the actual measurement date, meaning when the required actions necessary to grant the option were completed, including the determination of the number of shares underlying the options to be granted to each employee and the exercise price, was the correct measurement date to determine what, if any, stock-based compensation was appropriate. Any intrinsic value of the options on the measurement date, measured as the difference between the stated exercise price and the market price, has been recorded as compensation expense during the periods when employees were providing services in exchange for the options.

     With respect to the focal grants, the Company concluded that a process to determine the total number of shares underlying the options, grant date and exercise price generally commenced prior to the recorded grant date but that in certain cases the specific allocation of those shares among the various option recipients was not finalized until after the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these option grants to a date after the original grant date, when the allocation of the shares was first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $61.2 million on a pre-tax basis as a result of these revised measurement dates.

     With respect to the supplemental grants, the Company determined that the general formula for determining the number of shares underlying the option grant to which each recipient would be entitled was not sufficiently finalized for accounting purposes at the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the date when this formula was first known to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $5.6 million on a pre-tax basis as a result of these revised measurement dates.

     The cancel and replace grants involved recipients electing to exchange certain stock options, for which the exercise price was higher than the then current fair value of the Company’s Common Stock, in return for a new grant of options. The Company determined that in both instances, the election deadline was after the recorded grant date. The measurement date should have been the later of the recorded grant date or the date of election because the elections were revocable up to the last day of the offer period. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the last possible date of election. The Company has recognized stock-based compensation expense, net of forfeitures, of $0.2 million on a pre-tax basis as a result of these revised measurement dates.

     Grants to Directors and Section 16 Officers

     Director grants were awarded on ten dates during the stock option review period. Grants to directors were typically governed by the requirements of the underlying stock option plan documents, as grant dates and amounts were typically fixed by the respective stock option plan. There were instances when the grant dates were not consistent with dates fixed by the respective stock option plan. In all instances the grant date was within 1 to 3 days of the dates provided by the plan. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to the date as required by the stock option plan. The Company has recognized stock-based compensation expense, net of forfeitures, of $2.8 million on a pre-tax basis as a result of these revised measurement dates.

     Section 16 officer grants were awarded on 23 grant dates during the stock option review period. The Company determined that the actual measurement date, meaning when the required actions necessary to grant the option were completed, including the determination of the number of shares underlying the options to be granted to each employee and the exercise price, was the correct measurement date to determine the market price of the option shares. Any intrinsic value of the options on the measurement date, measured as the difference between the stated exercise price and the market price, has been recorded as compensation expense during the periods when employees were providing services in exchange for the options. In instances where the original recorded grant date was not consistent with the correct measurement date, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the number of shares underlying the options to be granted to each employee and the exercise price were first known with to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $1.0 million on a pre-tax basis as a result of the revised measurement dates. Additionally, it was determined that for one grant the recorded grant price was based on an average of closing prices of the Company’s stock immediately prior to the grant date. The option plan under which this option was granted allowed for similar pricing. To address this circumstance the Company has recognized stock-based compensation expense of $2.1 million on a pre-tax basis for this grant, which was equal to the difference between the closing price of the stock on the date of grant and the originally recorded grant exercise price.

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     Grants to Consultant

     The Company concluded that six granting actions to a non-employee consultant were incorrectly accounted for as employee as opposed to non-employee stock awards. To address this circumstance, the Company has recognized a stock-based compensation expense of $3.2 million on a pre-tax basis under “fair value” accounting in accordance with the requirements of EITF Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services”.

     Grants to New Hires

     New hire grants were generally approved prior to the employee’s hire date and granted as of the last day of the month of hire prior to calendar year 1999 and on the first day of the individual’s employment with the Company beginning in calendar year 1999. In instances where approval was not evidenced on or before the original recorded grant date, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the required approval was first evidenced, but not before the employee’s hire date. The Company has recognized stock-based compensation expense, net of forfeitures, of $1.7 million on a pre-tax basis as a result of these revised measurement dates.

     Other Grants

     For the remaining population reviewed of stock options granted during the stock option review period, the Company has concluded that certain actual measurement dates differed from the recorded grant dates primarily due to a lack of contemporaneous documentation evidencing approval as of the original recorded grant date. In these circumstances, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the shares underlying the options to be granted to each employee and the exercise price were first known to be finalized. The primary issue with these grants was that there was insufficient evidence to conclude that the specific allocation of those shares among the various grant recipients was finalized at the original recorded grant date. To address these circumstances, the Company has revised the measurement date for accounting purposes for these grants to a date after the original grant date, when the allocation of the shares underlying the options and exercise price was first know to be finalized. The Company has recognized stock-based compensation expense, net of forfeitures, of $8.2 million on a pre-tax basis as a result of these revised measurement dates.

     Deemed Modifications to Stock Option Grants Connected with Terminations or Leaves of Absences

     Compensation expense was also recognized as a result of deemed modifications to certain employee stock option grant awards in connection with certain employees’ terminations or leaves of absence. Typically such modifications related to extensions of the time employees could exercise options following their termination of employment or that enabled the employee to vest in additional shares in relation to a leave of absence or subsequent to their termination thus triggering a new measurement date under the accounting literature applicable at that time. The Company has recognized stock-based compensation expense, net of forfeitures, of $9.2 million on a pre-tax basis as a result of these new measurement dates.

     Use of Judgment

     The Company evaluated all available evidence for each individual grant within the scope of the independent review and the revised measurement dates represent the earliest date when the terms of the options granted to individual recipients were known with finality. The proposed measurement date for certain grants could not be determined with certainty based on available evidence. In light of the judgment used to establish the measurement dates, alternate approaches to those used by the Company could have resulted in different stock-based compensation expense than that recorded by the Company in the restatements. While the Company has considered these alternative approaches, it believes its approach is the most appropriate under the circumstances.

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Effect of Restatement on Consolidated Financial Statements

     The Company previously applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related interpretations and provided the required pro forma disclosures under Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, through its fiscal year ended June 26, 2005. Under APB Opinion No. 25, non-cash, stock-based compensation expense was required to be recognized for any option for which the exercise price was below the market price on the actual measurement date. Because certain of the Company’s options were assessed as having an exercise price below the market price on the actual measurement date based on the Company’s revised measurement dates as a result of the stock option review as more fully described above, there is a non-cash deferred compensation charge for each of these options under APB Opinion No. 25 equal to the number of shares underlying the options, multiplied by the difference between the exercise price and the market price on the actual measurement date. That deferred compensation expense is amortized over the vesting period of the option. The Company also recorded compensation expense under “fair value” accounting when applicable, for example, for the grant to the nonemployee consultant noted above.

     Commencing in its fiscal year ended June 25, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment”. As a result, beginning in fiscal year 2006, the additional stock-based compensation expense required to be recorded for each option with a revised measurement date, as more fully described above, is equal to the fair value of the option on the revised measurement date, amortized over the remaining service period of the option. The Company did not record these stock-based compensation expenses under APB Opinion No. 25 nor SFAS No. 123(R) related to its options based on the revised measurement dates in the Company’s previously issued financial statements, and that is why the Company is restating them in this filing. The Company restated its historical results of operations to record additional pre-tax, non-cash, stock-based compensation expense of (a) $94.0 million for the fiscal years ended June 30, 1997 through June 26, 2005 under APB Opinion No. 25 and other applicable accounting rules, and (b) $1.2 million for the year ended June 25, 2006 under SFAS No. 123(R). As of June 25, 2006, there was less than $0.1 million of remaining compensation expense to be recorded under SFAS No. 123(R) for stock options with revised measurement dates. In addition the Company recorded pre-tax payroll related tax expenses of $1.2 million through June 25, 2006.

     Diluted shares in fiscal years 2005 and 2006 also increased as a result of the adjustments for stock options with revised measurement dates. The Company uses the treasury stock method to calculate the weighted-average shares used in the diluted EPS calculation. As part of the restatement, the Company revised its treasury stock calculations in accordance with SFAS No. 128, “Earnings Per Share”. These calculations assume that (i) all dilutive options with revised measurement dates are exercised, (ii) the Company repurchases shares with the proceeds of these hypothetical exercises along with the tax benefit resulting from the hypothetical exercises, and (iii) any average unamortized deferred stock-based compensation is also used to repurchase shares.

     As described for each element above, the Company evaluated the impact of the restatements on its global tax provision. The Company and its subsidiaries file tax returns in multiple tax jurisdictions around the world. In certain jurisdictions, including, but not limited to, the United States, the Company is able to claim a tax deduction relative to stock options. In those jurisdictions, where a tax deduction is claimed, the Company has recorded deferred tax assets, totaling $6.2 million at June 25, 2006, to reflect future tax deductions to the extent the Company believes such assets to be recoverable. Based on this review, the Company now believes that it should not have taken a United States tax deduction in prior years for stock option related amounts pertaining to certain executives under Internal Revenue Code (IRC) Section 162(m). Section 162(m) limits the deductibility of compensation above certain thresholds. As a result, the Company’s tax carryforward attributes have decreased by approximately $14.6 million as of June 25, 2006.

     For those stock option grants determined to have incorrect measurement dates for accounting purposes and that had been originally issued as incentive stock options, or ISOs, the Company recorded a liability for payroll tax contingencies in the event such grants would not be respected as ISOs under the principles of the Internal Revenue Code (“IRC”) and the regulations therein. The Company recorded expense and accrued liabilities for certain foreign payroll tax contingencies. The total payroll tax accrued was approximately $1.2 million for annual periods from fiscal year 1997 through fiscal year 2006. This cumulative expense resulted from payroll tax expense recorded in prior periods has been partially offset by benefits relating to the expiration of the related statute of limitations.

     As a result of the restatement, the cumulative effect of the related after-tax expenses for the fiscal years ended June 30, 1997 through June 25, 2006 was $65.8 million, as compared to $96.4 million in pre-tax charges as previously discussed. These additional stock-based compensation and other expenses had no effect on the Company’s reported revenue, cash, cash equivalents or marketable securities for each of the restated periods. The Company has also restated the pro forma amortization of deferred stock-based employee compensation included in reported net income, net of tax, and total stock-based employee compensation expenses determined under fair value based method, net of tax, under SFAS No. 123 in Note 14, “Equity-Based Compensation Plans” to Consolidated Financial Statements to reflect the effect of the stock-based compensation expense resulting from the correction of these past stock option grants.

     As a result of the determinations from a voluntary independent stock option review, the Company considered the application of Section 409A of the IRC to certain stock option grants where, under APB No. 25, intrinsic value existed at the time of grant. In the event such stock option grants are not considered as issued at fair market value at the original grant date under the IRC and applicable regulations thereunder, these options are subject to Section 409A. On March 30, 2008, the Board of Directors of the Company authorized the Company to assume the liability of any and all employees, including the Company’s Chief Executive Officer and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range of approximately $50 million to $55 million. The determinations from the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of the Company’s 2007 Form 10-K.

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     The financial statement effect of the restatement of stock-based compensation expense and related payroll and income taxes, by year, is as follows (in thousands):

						Adjustment to income
	Adjustment to		Adjustment to			tax expense (benefit)
	stock-based		payroll tax			relating to stock-based			Total
Fiscal	compensation		expense			compensation and			restatement
Year	expense		(benefit)			payroll tax expense			expense
1997	$	1,770	$	—		$	(668	)	$	1,102
1998		2,352		226			(219	)		2,359
1999		5,291		136			(1,286	)		4,141
2000		19,151		1,511			(6,953	)		13,709
2001		23,395		220			(6,792	)		16,823
2002		13,056		159			(4,082	)		9,133
2003		15,739		(355	)		(4,942	)		10,442
2004		10,448		(1,061	)		(3,885	)		5,502
Cumulative through June 27, 2004		91,202		836			(28,827	)		63,211
2005		2,724		136			(771	)		2,089
2006		1,225		272			(952	)		545
Total	$	95,151	$	1,244		$	(30,550	)	$	65,845

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     The financial statement effect of the restatement on previously reported stock-based compensation expense, including income tax effect by year, is as follows (in thousands):

	Stock-based						Income tax benefit			Restated stock-
	compensation				Stock-based		relating to restated			based
	expense, as		Stock-based		compensation		stock-based			compensation
Fiscal	previously		compensation		expense, as		compensation			expense, net of
Year	reported		expense adjustments		restated		expense			income tax
1997	$	—	$	1,770	$	1,770	$	(668	)	$	1,102
1998		—		2,352		2,352		(132	)		2,220
1999		—		5,291		5,291		(1,234	)		4,057
2000		—		19,151		19,151		(6,423	)		12,728
2001		542		23,395		23,937		(6,961	)		16,976
2002		1,724		13,056		14,780		(4,698	)		10,082
2003		593		15,739		16,332		(5,116	)		11,216
2004		3,167		10,448		13,615		(4,537	)		9,078
Cumulative through June 27, 2004		6,026		91,202		97,228		(29,769	)		67,459
2005		864		2,724		3,588		(1,086	)		2,502
2006		22,768		1,225		23,993		(5,211	)		18,782
Total	$	29,658	$	95,151	$	124,809	$	(36,066	)	$	88,743

     As a result of these adjustments, the Company’s audited consolidated financial statements and related disclosures as of June 25, 2006 and for each of the two years in the period ended June 25, 2006 have been restated. The Company also recorded adjustments affecting previously-reported financial statements for fiscal years 1996 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004.

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     The following tables reflect the impact of the restatement on the Company’s consolidated financial statements as of June 25, 2006 and for the years ended June 25, 2006 and June 26, 2005.

Consolidated Statements of Operations

	Year ended June 25, 2006									Year ended June 26, 2005
	As						As			As						As
(in thousands, except per share data)	reported			Adjustments (1)			restated			reported			Adjustments (1)			restated
Total revenues	$	1,642,171		$	—		$	1,642,171		$	1,502,453		$	—		$	1,502,453
Cost of goods sold		814,777			382			815,159			738,361			628			738,989
Gross margin		827,394			(382	)		827,012			764,092			(628	)		763,464
Research and development		228,891			487			229,378			194,115			1,174			195,289
Selling, general and administrative		192,238			628			192,866			164,774			1,058			165,832
Restructuring charges, net		—			—			—			14,201			—			14,201
Total operating expenses		421,129			1,115			422,244			373,090			2,232			375,322
Operating Income		406,265			(1,497	)		404,768			391,002			(2,860	)		388,142
Other Income (expense):
Interest income		38,189			—			38,189			17,537			—			17,537
Interest expense		(677	)		—			(677	)		(1,413	)		—			(1,413	)
Other, net		(2,490	)		—			(2,490	)		(8,004	)		—			(8,004	)
Total other income (expense)		35,022			—			35,022			8,120			—			8,120
Income before income taxes		441,287			(1,497	)		439,790			399,122			(2,860	)		396,262
Income tax expense		105,532			(952	)		104,580			99,781			(771	)		99,010
Net income	$	335,755		$	(545	)	$	335,210		$	299,341		$	(2,089	)	$	297,252
Net income per share:
Basic net income per share	$	2.42			—		$	2.42		$	2.17			—		$	2.16
Diluted net income per share	$	2.34			—		$	2.33		$	2.10			—		$	2.09
Number of shares used in per share calculations:
Basic		138,581			—			138,581			137,727			—			137,727
Diluted		143,732			27			143,759			142,417			43			142,460

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

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Consolidated Balance Sheet

	June 25, 2006
	As
(in thousands)	reported			Adjustments (1)			As restated
ASSETS
Current assets
Cash and cash equivalents	$	910,815		$	—		$	910,815
Short-term investments		139,524			—			139,524
Accounts receivable, net		407,347			—			407,347
Inventories		168,714			—			168,714
Deferred income taxes		53,625			—			53,625
Prepaid expenses and other current assets		26,344			—			26,344
Total current assets		1,706,369			—			1,706,369
Property and equipment, net		49,893			—			49,893
Restricted cash and investments		470,038			—			470,038
Deferred income taxes		38,533			14,038			52,571
Other assets		48,511			—			48,511
Total assets	$	2,313,344		$	14,038		$	2,327,382
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	108,504		$	—		$	108,504
Accrued expense and other current liabilities		317,637			1,423			319,060
Deferred profit		140,085			—			140,085
Total current liabilities		566,226			1,423			567,649
Long-term debt		350,000			—			350,000
Other long-term liabilities		969			—			969
Total liabilities		917,195			1,423			918,618
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		142			—			142
Additional paid-in capital		973,391			78,460			1,051,851
Treasury stock		(416,447	)		—			(416,447	)
Accumulated other comprehensive income		(11,205	)		—			(11,205	)
Retained earnings		850,268			(65,845	)		784,423
Total stockholders’ equity		1,396,149			12,615			1,408,764
Total liabilities and stockholders’ equity	$	2,313,344		$	14,038		$	2,327,382

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

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Consolidated Statements of Cash Flows

	Year ended June 25, 2006									Year ended June 26, 2005
	As						As			As						As
(in thousands)	reported			Adjustments (1)			restated			reported			Adjustments (1)			restated
Cash flows from operating activities
Net income	$	335,755		$	(545	)	$	335,210		$	299,341		$	(2,089	)	$	297,252
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		22,000			—			22,000			25,517			—			25,517
Deferred income taxes		27,726			9,496			37,222			89,352			(42	)		89,310
Restructuring charges, net		—			—			—			14,201			—			14,201
Amortization of premiums/discounts on securities		2,683			—			2,683			3,285			—			3,285
Equity-based compensation expense		22,768			1,225			23,993			864			2,724			3,588
Income tax benefit on equity-based compensation plans		27,786			(10,448	)		17,338			2,050			(910	)		1,140
Excess tax benefit on equity-based compensation plans		(17,805	)		6,695			(11,110	)		—			—			—
Other, net		(326	)		—			(326	)		(431	)		—			(431	)
Changes in working capital accounts:
Accounts receivable, net of allowances		(178,542	)		—			(178,542	)		13,470			—			13,470
Inventories		(59,038	)		—			(59,038	)		(2,588	)		—			(2,588	)
Prepaid expenses and other assets		(9,270	)		—			(9,270	)		(455	)		—			(455	)
Trade accounts payable		48,341			—			48,341			(33,108	)		—			(33,108	)
Deferred profit		50,675			—			50,675			(18,936	)		—			(18,936	)
Accrued expenses and other liabilities		87,934			272			88,206			33,368			317			33,685
Net cash provided by operating activities		360,687			6,695			367,382			425,930			—			425,930
Cash flows from investing activities:
Capital expenditures and intangible assets		(42,080	)		—			(42,080	)		(22,849	)		—			(22,849	)
Purchases of available-for-sale securities		(129,464	)		—			(129,464	)		(247,392	)		—			(247,392	)
Sales and maturities of available-for-sale securities		312,252			—			312,252			184,083			—			184,083
Transfer of restricted cash and investments		(385,000	)		—			(385,000	)		27,430			—			27,430
Net cash used in investing activities		(244,292	)		—			(244,292	)		(58,728	)		—			(58,728	)
Cash flows from financing activities:
Principal payment on long-term debt and capital lease obligations		(112	)		—			(112	)		—			—			—
Net proceeds from issuance of long-term debt		349,632			—			349,632			—			—			—
Excess tax benefit on equity-based compensation plans		17,805			(6,695	)		11,110			—			—			—
Treasury stock purchases		(251,211	)		—			(251,211	)		(167,081	)		—			(167,081	)
Reissuances of treasury stock		15,171			—			15,171			458			—			458
Proceeds from issuance of common stock		179,400			—			179,400			114,304			—			114,304
Net cash provided by (used for) financing activities		310,685			(6,695	)		303,990			(52,319	)		—			(52,319	)
Effect of exchange rate changes on cash		1,485			—			1,485			3,964			—			3,964
Net increase in cash and cash equivalents		428,565			—			428,565			318,847			—			318,847
Cash and cash equivalents at beginning of year		482,250			—			482,250			163,403			—			163,403
Cash and cash equivalents at end of year	$	910,815		$	—		$	910,815		$	482,250		$	—		$	482,250
Schedule of non-cash transactions
Acquisition of leased equipment	$	1,088		$	—		$	1,088			—		$	—		$	—
Supplemental disclosures:
Cash payments for interest	$	531		$	—		$	531		$	1,341		$	—		$	1,341
Cash payments for income taxes	$	11,873		$	—		$	11,873		$	7,339		$	—		$	7,339

(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.

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The effect of adjustments for the restatement on each component of stockholders’ equity at the end of each year is summarized as follows (in thousands):

Fiscal	Common Stock & Additional			Deferred Stock-Based			Retained			Net Impact to Stockholders’
Year	Paid-in Capital			Compensation			Earnings			Equity
1997	$	3,067		$	(1,490	)	$	(1,102	)	$	475
1998		3,336			(1,019	)		(2,359	)		(42	)
1999		23,168			(17,922	)		(4,141	)		1,105
2000		13,671			5,466			(13,709	)		5,428
2001		38,866			(19,347	)		(16,823	)		2,696
2002		12,135			570			(9,133	)		3,572
2003		(1,712	)		17,068			(10,442	)		4,914
2004		(1,055	)		11,067			(5,502	)		4,510
Subtotal		91,476			(5,607	)		(63,211	)		22,658
2005		(2,425	)		4,239			(2,089	)		(275	)
2006		(10,591	)		1,368			(545	)		(9,768	)
Total	$	78,460		$	—		$	(65,845	)	$	12,615

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Note 4: Recent Accounting Pronouncements

     In July 2006, the FASB issued FASB Interpretation Number 48, “Accounting for Income Tax Uncertainties” (FIN 48). FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of June 25, 2007. As a result of the adoption of FIN 48, the Company expects to decrease the recorded liability for unrecognized tax benefits by approximately $26.2 million as well as reclass approximately $64.4 million from current to non-current income taxes payable. The Company expects the cumulative effect of adopting FIN 48 to be a $17.6 million increase to the Company’s opening retained earnings in the first quarter of fiscal year 2008.

     In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year’s financial statements are materially misstated. The Company applied the provisions of SAB 108 beginning in the first quarter of fiscal year 2007.

     In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” (SFAS No. 157), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Earlier adoption is permitted, provided the company has not yet issued financial statements, including interim periods, for that fiscal year. The Company is currently evaluating the impact, if any, of adopting the provisions of SFAS No. 157 on its financial position, results of operations and liquidity.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157. The Company expects to adopt SFAS No. 159 beginning June 30, 2008 and is currently evaluating the impact that this pronouncement may have on its consolidated financial statements.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008. The Company expects to adopt SFAS No. 141R in the beginning of fiscal year 2010 and is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141R on its consolidated results of operations and financial condition.

Note 5: Financial Instruments

     Investments at June 24, 2007 and June 25, 2006 consist of the following:

	June 24, 2007												June 25, 2006
			Unrealized			Unrealized		Unrealized							Unrealized			Unrealized		Unrealized
	Cost		Gain/(Loss)			Gain		(Loss)			Fair Value		Cost		Gain/(Loss)			Gain		(Loss)			Fair Value
Municipal Notes and Bonds	$	227,587	$	(859	)	$	25	$	(884	)	$	226,728	$	399,220	$	(1,023	)	$	26	$	(1,049	)	$	398,197
US Treasury & Agencies		2,990		(88	)		—		(88	)		2,902		6,261		(208	)		—		(208	)		6,053
Governement-Sponsored Enterprises		21,518		(162	)		2		(164	)		21,356		32,022		(952	)		1		(953	)		31,070
Bank and Corporate Notes		206,746		(970	)		43		(1,013	)		205,776		175,854		(1,612	)		13		(1,625	)		174,242
Total Short Term Investments and Restricted Cash	$	458,841	$	(2,079	)	$	70	$	(2,149	)	$	456,762	$	613,357	$	(3,795	)	$	40	$	(3,835	)	$	609,562

     The Company accounts for its investment portfolio at fair value. Realized gains and (losses) from investments sold were approximately $0.5 million and $(1.3) million in fiscal year 2007 and approximately $0.1 million and $(0.5) million in fiscal year 2006, respectively. Realized gains and (losses) for investments sold are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments. The Company also considers whether changes in the credit ratings of the issuer could impact the assessment of fair value. The fair value of the Company’s investments in auction rate preferred securities is based upon par value, which approximates fair value due to the nature of the instruments.

     The Company’s available-for-sale securities are invested in financial instruments with a minimum rating of A2 / A, as rated by two of the following three rating agencies: Moody’s, Standard & Poor’s (S&P), or Fitch.

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     The amortized cost and fair value of cash equivalents and short-term investments and restricted cash and investments with contractual maturities is as follows:

	June 24,				June 25,
	2007				2006
			Estimated				Estimated
			Fair				Fair
	Cost		Value		Cost		Value
	(in thousands)
Due in less than one year	$	698,892	$	698,681	$	1,285,796	$	1,285,133
Due in more than one year		289,917		288,049		172,013		168,825
	$	988,809	$	986,730	$	1,457,809	$	1,453,958

     Management has the ability and intent, if necessary, to liquidate any of its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase have been classified as short-term on the accompanying consolidated balance sheets.

On June 16, 2006, the Company’s wholly-owned subsidiary, Lam Research International SARL (LRI), as borrower, entered into a $350 million Credit Agreement (the “LRI Credit Agreement”). Under the LRI Credit Agreement, on June 19, 2006, LRI borrowed $350 million in principal amount. The loan under the LRI Credit Agreement shall be fully repaid not later than five years following the closing date and will bear interest at LIBOR plus a spread (applicable margin) ranging from 0.10% to 0.50%, depending upon a consolidated leverage ratio, as defined in the LRI Credit Agreement. LRI may prepay the loan under the LRI Credit Agreement in whole or in part at any time without penalty, subject to reimbursement of lenders’ breakage and redeployment costs in certain cases. The Company obtained compliance waivers from the lender with respect to the Company’s obligation to deliver financial statements to the lender under the terms provided in the Guarantee Agreement. Please see Note 23 “Subsequent Events” below for information regarding termination of the LRI Credit Agreement and the Company’s entry into a new credit agreement. As of June 24, 2007 the remaining principal payment was $250 million and due on June 19, 2011 as $100.0 million of the original $350.0 million debt was repaid during fiscal year 2007. The fair value of long-term debt approximates its carrying value due to the variable interest rate applicable to the debt.

     Concentrations of Credit Risk

     Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, short-term investments, trade accounts receivable and derivative financial instruments used in hedging activities.

     As of June 24, 2007, two customers accounted for approximately 10% and 14% of accounts receivable. As of June 25, 2006 one customer accounted for approximately 15% of accounts receivable.

     As noted above, the Company’s available-for-sale securities are invested in financial instruments with a minimum rating of A2 / A, as rated by two of the following three rating agencies: Moody’s, Standard & Poor’s (S&P), or Fitch, respectively and its policy limits the amount of credit exposure with any one financial institution or commercial issuer.

     Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings are performed on all new customers, and subsequent to credit application approval, the Company monitors its customers’ financial statements and payment performance. In general, the Company does not require collateral on sales.

     The fair value of the Company’s foreign currency forward contracts is estimated based upon the Japanese yen exchange rates at June 24, 2007 and June 25, 2006, respectively.

     At June 24, 2007 and June 25, 2006, the notional amount of outstanding Japanese yen forward contracts that are designated as cash flow hedges was $77.6 million and $193.8 million, respectively. At June 24, 2007 and June 25, 2006, the notional amount of Japanese yen forward contracts that are designated as balance sheet hedges was $30.2 million and $23.5 million, respectively.

Note 6: Derivative Financial Instruments and Hedging

     The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). The Company has a policy that allows the use of derivative financial instruments, specifically foreign currency forward exchange rate contracts, to hedge foreign currency exchange rate fluctuations on forecasted revenue transactions denominated in Japanese yen and other foreign currency denominated assets. The Company does not use derivatives for trading or speculative purposes.

     The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange rate risks using an effective and efficient method to eliminate or reduce such exposures. In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. To protect against the reduction in value of forecasted Japanese yen-denominated revenues, the Company has instituted a foreign currency cash flow hedging program. The Company enters into

109

foreign currency forward exchange rate contracts that generally expire within 12 months, and no later than 24 months. These foreign currency forward exchange contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue in the same period the hedged revenue is recognized.

     Each period, hedges are tested for effectiveness using regression testing. Changes in the fair value of currency forwards due to changes in time value are excluded from the assessment of effectiveness and are recognized in revenue in the current period. The change in forward time value was not material for all periods. There were no gains or losses during the twelve months ended June 24, 2007 and June 25, 2006 associated with ineffectiveness or forecasted transactions that failed to occur. To qualify for hedge accounting, the hedge relationship must meet criteria relating both to the derivative instrument and the hedged item. These include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured.

     To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company is able to defer changes in the fair value of the hedging instrument within accumulated other comprehensive income (loss) until the hedged exposure is realized. Consequently, with the exception of hedge ineffectiveness recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe that the underlying hedged forecasted transactions would occur, the Company may not be able to account for its investments in derivative instruments as cash flow hedges. If this were to occur, future changes in the fair values of the Company’s derivative instruments would be recognized in earnings without the benefits of offsets or deferrals of changes in fair value arising from hedge accounting treatment. At June 24, 2007, the Company expects to reclassify the entire amount of $3.7 million of gains accumulated in other comprehensive income to earnings during the next 12 months due to the recognition in earnings of the hedged forecasted transactions.

     The Company also enters into foreign currency forward exchange rate contracts to hedge the gains and losses generated by the remeasurement of Japanese yen-denominated receivable balances. Under SFAS No. 133, these forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded into earnings as a component of other income and expense and offsets the change in fair value of the foreign currency denominated intercompany and trade receivables, recorded in other income and expense, assuming the hedge contract fully covers the intercompany and trade receivable balances.

Note 7: Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or market. Shipments to Japanese customers are classified as inventory and carried at cost until title transfers. Inventories consist of the following:

	June 24,		June 25,
	2007		2006
	(in thousands)
Raw materials	$	122,530	$	78,038
Work-in-process		43,935		29,980
Finished goods		68,966		60,696
	$	235,431	$	168,714

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Note 8: Property and Equipment

     Property and equipment, net, consist of the following:

	June 24,			June 25,
	2007			2006
	(in thousands)
Manufacturing, engineering and office equipment	$	168,267		$	106,172
Computer equipment and software		66,919			61,419
Land		1,626			—
Buildings		9,051			—
Leasehold improvements		42,837			38,950
Furniture and fixtures		9,712			6,599
		298,412			213,140
Less: accumulated depreciation and amortization		(184,687	)		(163,247	)
	$	113,725		$	49,893

Note 9: Accrued Expenses and Other Current Liabilities

     Accrued expenses and other current liabilities consist of the following:

	June 24,		June 25,
	2007		2006
			As restated (1)
	(in thousands)
Accrued compensation	$	157,088	$	117,699
Warranty reserves		52,186		40,122
Income and other taxes payable		97,662		84,134
Other		57,360		77,105
	$	364,296	$	319,060

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Note 10: Stock Repurchase Program

     In October, 2004, the Company announced that its Board of Directors had authorized the repurchase of up to $250 million of its Common Stock from the public market or in private purchases. The terms of the repurchase program permitted the Company to repurchase shares through September 30, 2007. In August, 2005, the Company announced that its Board of Directors had authorized the repurchase of an additional $500 million of its Common Stock from the public market or private purchase. The terms of the repurchase program permitted the Company to repurchase shares through September 30, 2008. In February 2007, the Company announced that its Board of Directors had authorized the repurchase of up to an additional $750 million of its Common Stock from the public market or private purchase. The terms of the repurchase program permitted the Company to repurchase shares at a pace determined by management. The Company completed the repurchase of all amounts available under its share repurchase authorizations during the quarter ended June 24, 2007. Share repurchases under the authorizations were as follows:

							Remaining Amount
	Total Number				Average		Available Under
	of Shares		Total Cost of		Price Paid		the Repurchase
Period	Repurchased		Repurchase		Per Share		Programs
	(in thousands, except per share data)
As of June 25, 2006		12,833	$	418,292	$	32.59	$	331,708
Quarter Ending September 24, 2006		—		—
Quarter Ending December 24, 2006		1,447		75,012		51.83	$	256,696
Additional authorization of up to $750 million — February 23, 2007							$	1,006,696
Quarter Ending March 25, 2007		5,214		238,690		45.78	$	768,006
Quarter Ending June 24, 2007		14,495		768,006		52.98	$	—
Total		33,989	$	1,500,000	$	44.13

Note 11: Other Income (Expense), Net

     The significant components of other income (expense), net, are as follows:

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
	(in thousands)
Interest income	$	71,666		$	38,189		$	17,537
Interest expense		(17,817	)		(677	)		(1,413	)
Foreign exchange loss		(1,512	)		(1,458	)		(1,175	)
Debt issue cost amortization		—			(368	)		—
Equity method investment losses		—			—			(205	)
Equity method investment impairment		—			—			(445	)
Gain on sale of other investments		3,000			—			—
Charitable contributions		(1,500	)		(1,000	)		(5,500	)
Favorable legal judgment		15,834			—			—
Other, net		(608	)		336			(679	)
	$	69,063		$	35,022		$	8,120

     The legal judgment of $15.8 million was obtained in a lawsuit filed by the Company alleging breach of purchase order contracts by one of its customers. The Supreme Court of California denied review of lower and appellate court judgments in favor of the Company during the quarter ended September 24, 2006.

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Note 12: Net Income Per Share

     Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed, using the treasury stock method, as though all potential common shares that are dilutive were outstanding during the period. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations for net income per share.

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
			As restated (1)		As restated (1)
	(in thousands, except per share data)
Numerator:
Numerator for diluted net income per share — Net income	$	685,816	$	335,210	$	297,252
Denominator:
Basic average shares outstanding		138,714		138,581		137,727
Effect of potential dilutive securities:
Employee stock plans and warrant		2,810		5,178		4,733
Diluted average shares outstanding		141,524		143,759		142,460
Net income per share — Basic	$	4.94	$	2.42	$	2.16
Net income per share — Diluted	$	4.85	$	2.33	$	2.09

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

     For purposes of computing diluted net income per share, weighted-average common shares do not include potential dilutive securities that are anti-dilutive under the treasury stock method. The following potential dilutive securities were excluded:

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
			As restated (1)		As restated (1)
	(in thousands)
Number of potential dilutive securities excluded		567		307		3,249

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

Note 13: Comprehensive Income

     The components of comprehensive income are as follows:

	Year Ended
	June 24,		June 25,			June 26,
	2007		2006			2005
			As restated (1)			As restated (1)
	(in thousands)
Net income	$	685,816	$	335,210		$	297,252
Foreign currency translation adjustment		1,755		2,061			3,584
Unrealized gain on fair value of derivative financial instruments, net		5,355		6,200			1,650
Unrealized gain (loss) on financial instruments, net		82		(916	)		(379	)
Reclassification adjustment for loss (gain) included in earnings		505		(7,761	)		(361	)
Comprehensive income	$	693,513	$	334,794		$	301,746

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

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The balance of accumulated other comprehensive loss is as follows:

	June 24,			June 25,
	2007			2006
	(in thousands)
Accumulated foreign currency translation adjustment	$	(5,945	)	$	(7,700	)
Accumulated unrealized gain (loss) on derivative financial instruments		3,694			(1,177	)
Accumulated unrealized loss on financial instruments		(1,257	)		(2,328	)
SFAS No. 158 adjustment		(794	)		—
Accumulated other comprehensive loss	$	(4,302	)	$	(11,205	)

Note 14: Equity-Based Compensation Plans

     The Company has adopted stock plans that provide for the grant to employees of equity-based awards, including stock options and restricted stock units, of Lam Research Common Stock. In addition, these plans permit the grant of nonstatutory equity-based awards to paid consultants and outside directors. According to the plans, the equity-based award price is determined by the Board of Directors or its designee, the plan administrator, but in no event will it be less than the fair market value of the Company’s Common Stock on the date of grant. Equity-based awards granted under the plans vest over a period determined by the Board of Directors or the plan administrator. The Company also has an employee stock purchase plan (ESPP) that allows employees to purchase its Common Stock.

A summary of stock plan transactions is as follows:

				Options Outstanding					Restricted Stock Units
							Weighted-					Weighted-
	Available			Number of			Average		Number of			Average
	For Grant			Shares			Exercise Price		Shares			FMV at Grant
June 27, 2004		4,507,052			23,536,703		$	17.38		81,850		$	22.10
Additional amount authorized		6,000,000
Granted		(775,050	)		775,050		$	24.97		—			—
Exercised					(7,405,002	)	$	13.57
Canceled		1,286,953			(1,277,049	)	$	25.14		(9,904	)	$	22.10
Expired		—
June 26, 2005		11,018,955			15,629,702		$	18.91		71,946		$	22.10
Granted		(1,053,584	)		—			—		1,053,584		$	33.90
Exercised					(9,890,026	)	$	18.16
Canceled		263,696			(211,738	)	$	24.37		(51,958	)	$	29.07
Expired		(281,670	)
Vested restricted stock										(28,060	)	$	22.97
June 25, 2006		9,947,397			5,527,938		$	20.04		1,045,512		$	33.60
Additional amount authorized		15,000,000
Granted		(1,091,897	)		—			—		1,091,897		$	50.39
Exercised					(2,179,367	)	$	19.57
Canceled		148,837			(63,431	)	$	19.34		(85,406	)	$	40.52
Expired		(4,500	)
Vested restricted stock										(208,328	)	$	34.51
June 24, 2007		23,999,837			3,285,140		$	20.37		1,843,675		$	43.14

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Outstanding and exercisable options presented by price range at June 24, 2007 are as follows:

		Options Outstanding						Options Exercisable
				Weighted-
				Average		Weighted-				Weighted-
Range of		Number of		Remaining		Average		Number of		Average
Exercise		Options		Life		Exercise		Options		Exercise
Prices		Outstanding		(Years)		Price		Exercisable		Price
$	6.33-6.37		315,851		1.51	$	6.33		315,851	$	6.33
	6.96-9.67		223,824		2.09		8.94		223,458		8.94
	9.96-18.46		473,445		2.84		14.06		471,595		14.06
	18.58-21.93		156,283		3.77		20.79		81,783		20.52
	22.05-22.07		934,130		1.69		22.05		928,510		22.05
	22.18-25.66		558,790		3.25		24.27		470,680		24.43
	25.90-28.04		410,231		3.01		26.73		398,281		26.76
	28.12-50.46		201,516		4.64		36.35		201,516		36.35
	51.50-51.50		7,000		2.72		51.50		7,000		51.50
	53.00-53.00		4,070		2.76		53.00		4,070		53.00
$	6.33-53.00		3,285,140		2.58	$	20.37		3,102,744	$	20.25

          The Company awarded a total of 1,091,897 and 1,053,584 restricted stock units during fiscal years 2007 and 2006, respectively. Certain of these restricted stock units contain Company-specific performance targets. As of June 24, 2007, 1,843,675 restricted stock units remain subject to vesting requirements.

           The 2007 Stock Incentive Plan provides for the grant of non-qualified equity-based awards to eligible employees, consultants and advisors, and non-employee directors of the Company and its subsidiaries. Additional shares are reserved for issuance pursuant to awards previously granted under the Company’s 1997 Stock Incentive Plan and its 1999 Stock Option Plan. As of June 24, 2007 there were a total of 5,128,815 shares subject to options and restricted stock units issued and outstanding under the Company’s Stock Plans. As of June 24, 2007, there were a total of 23,999,837 shares available for future issuance under the 1997, 1999, and 2007 Plans (the “Plans”) of which 14,046,931 are available from the 2007 Stock Incentive Plan.

          The ESPP allows employees to designate a portion of their base compensation to be used to purchase the Company’s Common Stock at a purchase price per share of the lower of 85% of the fair market value of the Company’s Common Stock on the first or last day of the applicable offering period. Typically, each offering period lasts 12 months and comprises three interim purchase dates. In fiscal year 2004, the Company’s stockholders approved an amendment to the 1999 ESPP to (i) each year automatically increase the number of shares available for issuance under the plan by a specific amount on a one-for-one basis with shares of Common Stock that the Company will redeem in public market and private purchases for such purpose and (ii) to authorize the Plan Administrator (the “Compensation Committee of the Board”) to set a limit on the number of shares a plan participant can purchase on any single plan exercise date. The automatic annual increase provides that the number of shares in the plan reserve available for issuance shall be increased on the first business day of each calendar year commencing with 2004, on a one-for-one basis with each share of Common Stock that the Company redeems, in public-market or private purchases, and designates for this purpose, by a number of shares equal to the lesser of (i) 2,000,000, (ii) one and one-half percent (1.5%) of the number of shares of all classes of Common Stock of the Company outstanding on the first business day of such calendar year, or (iii) a lesser number determined by the Plan Administrator. During fiscal years 2007 and 2006, the number of shares of Lam Research Common Stock reserved for issuance under the 1999 ESPP increased by 2.0 million shares in each fiscal year, subject to repurchase of an equal number of shares in public market or private purchases. There were no increases to the reserve during fiscal year 2005.

          During fiscal year 2007, 564,332 shares of the Company’s Common Stock were sold to employees under the 1999 ESPP. A total of 10,244,945 shares of the Company’s Common Stock have been issued under the 1999 ESPP through June 24, 2007, at prices ranging from $4.11 to $42.04 per share. At June 24, 2007, 4,748,883 shares were available for purchase under the 1999 ESPP.

           The Company accounts for equity-based compensation in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R), which the Company adopted as of June 27, 2005 using the modified prospective method. The Company recognized equity-based compensation expense of $35.6 million during fiscal year 2007 and $24.0 million during fiscal year 2006, respectively. The income tax benefit recognized in the consolidated statements of operations related to equity-based compensation expense was $5.8 million during fiscal year 2007 and $5.2 million during fiscal year 2006. The estimated fair value of the Company’s stock-based awards, less expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis for awards granted after the adoption of SFAS No. 123R and on a graded vesting basis for awards granted prior to the adoption of SFAS No. 123R.

          The modified prospective transition method of SFAS No. 123R requires the presentation of pro forma information, for periods presented prior to the adoption of SFAS No. 123R, regarding net income (loss) and net income (loss) per share as if the Company had accounted for its stock plans under the fair value method of SFAS No. 123R. For pro forma purposes, fair value of stock options and ESPP awards was

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estimated using the Black-Scholes option valuation model and amortized on a graded vesting basis. The fair value of all of the Company’s equity-based awards was estimated assuming no expected dividends and estimates of expected life, volatility and risk-free interest rate at the time of grant. We recognized equity-based compensation expense under the provisions of SFAS No. 123R during fiscal years 2007 and 2006 while fiscal year 2005 was under the provisions of APB No. 25. The following table illustrates the effect on net income and net income per share if the Company had accounted for its stock plans under the fair value method of accounting under SFAS No. 123 in all periods:

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
			As restated (1)		As restated (1)
	(in thousands, except per share data)
Net income — as reported	$	685,816	$	335,210	$	297,252
Add: stock-based compensation expense, net of related tax effects, included in the determination of net income (2)		—		—		2,502
Deduct: pro forma compensation expense, net of tax		—		—		(23,704	)
Net income — pro forma	$	685,816	$	335,210	$	276,050
Basic net income per share — as reported	$	4.94	$	2.42	$	2.16
Basic net income per share — pro forma		4.94		2.42		2.00
Diluted net income per share — as reported		4.85		2.33		2.09
Diluted net income per share — pro forma		4.85		2.33		1.94

(1)	See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
(2)	Includes previously reported stock-based compensation expense, net of related tax effects, of $0.6 million for fiscal year ended June 26, 2005.

          The fair value of the Company’s equity-based awards granted during fiscal year 2005 was estimated using the following weighted-average assumptions:

	Options			ESPP
	June 26,			June 26,
	2005			2005
Expected life (years)		2.8			0.6
Expected stock price volatility		73.3	%		74.0	%
Risk-free interest rate		2.8	%		2.9	%

Stock Options and Restricted Stock Units

Stock Options

          The Company did not grant any stock options during fiscal years 2007 and 2006. The fair value of the Company’s stock options issued prior to the adoption of SFAS No. 123R was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions, including expected stock price volatility and the estimated life of each award. Prior to the adoption of SFAS No. 123R, the Company used historical volatility as a basis for calculating expected volatility.

          The year -end intrinsic value relating to stock options for fiscal years 2007 and 2006 is presented below:

	Year Ended
	June 24,		June 25,
	2007		2006
	(millions)
Intrinsic value — options outstanding	$	107.5	$	127.3
Intrinsic value — options exercisable	$	102.0	$	105.6
Intrinsic value — options exercised	$	69.0	$	224.0

         As of June 24, 2007, there was $0.4 million of total unrecognized compensation cost related to nonvested stock options granted and outstanding; that cost is expected to be recognized through fiscal year 2009, with a weighted average remaining vesting period of  0.6 years. Cash received from stock option exercises was $42.5 million and $179.4 million during fiscal years 2007 and 2006, respectively.

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Restricted Stock Units

          The fair value of the Company’s restricted stock units was calculated based upon the fair market value of the Company’s stock at the date of grant. As of June 24, 2007, there was $46.7 million of total unrecognized compensation cost related to nonvested restricted stock units granted; that cost is expected to be recognized over a weighted average remaining vesting period of 0.8 years.

ESPP

          ESPP awards were valued using the Black-Scholes model. ESPP awards for offering periods subsequent to the adoption of SFAS No. 123R were valued using the Black-Scholes model with expected volatility calculated using implied volatility. Prior to the adoption of SFAS No. 123R, the Company used historical volatility in deriving its expected volatility assumption. The Company determined, for purposes of valuing ESPP awards, that implied volatility provides a more accurate reflection of market conditions and is a better indicator of expected volatility than historical volatility. During fiscal years 2007 and 2006 ESPP was valued assuming no expected dividends and the following weighted-average assumptions:

	Year Ended
	June 24,			June 25,
	2007			2006
Expected life (years)		0.68			0.68
Expected stock price volatility		44.5	%		34.5	%
Risk-free interest rate		5.0	%		3.4	%

          As of June 24, 2007, there was $1.2 million of total unrecognized compensation cost related to the ESPP that is expected to be recognized over a remaining vesting period of two months.

Note 15: Profit Sharing and Benefit Plans

          Profit sharing is awarded to certain employees based upon performance against specific corporate financial and operating goals. Distributions to employees by the Company are based upon a percentage of earned compensation, provided that a threshold level of the Company’s financial and performance goals are met. In addition to profit sharing the Company has other bonus plans based on achievement of profitability and other specific performance criteria. Charges to expense under these plans were $102.0 million, $70.8 million, and $63.1 million during fiscal years 2007, 2006, and 2005, respectively.

          The Company maintains a 401(k)-retirement savings plan for its full-time employees in North America. Commencing September 1, 2006, each participant in the plan may elect to contribute from 2% to 75% of his or her annual salary to the plan, subject to statutory limitations. Prior to September 1, 2006, the contribution range was from 2% to 20%. The Company makes matching employee contributions in cash to the plan at the rate of 50% of the first 6% of salary contributed. Employees participating in the 401(k)-retirement savings plan are 100% vested in the Company matching contributions and investments are directed by participants. The Company made matching contributions of approximately $4.4 million, $3.5 million, and $3.2 million in fiscal years 2007, 2006, and 2005, respectively.

     The Company adopted the provisions of FASB Statement of Financial Accounting Standards Number 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158) as of June 24, 2007. The incremental effect of applying the recognition provisions of SFAS No. 158 was to record an other long-term liability of $0.8 million with a corresponding amount recorded as an adjustment to the balance of accumulated other comprehensive income.

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Note 16: Commitments

            The Company has certain obligations, some of which are recorded on its balance sheet and some which are not, to make future payments under various contracts. Obligations are recorded on the Company’s balance sheet in accordance with U.S. generally accepted accounting principles. The obligations recorded on the Company’s consolidated balance sheet include its long-term debt which is outlined in the following table and discussed below. The Company’s off-balance sheet arrangements include certain contractual relationships and are presented as operating leases and purchase obligations in the tables below. The Company’s combined contractual cash obligations and commitments relating to these agreements, and its guarantees are included in the following table as of June 24, 2007:

	Purchase
	Obligations
	(in thousands)
Payments due by period:
Less than 1 year	$	178,815
1-3 years		62,253
3-5 years		29,792
Over 5 years		39,273
Total	$	310,133

	Operating		Long-term
	Leases		Debt		Total
	(in thousands)
Payments due by period:
One year	$	86,543	$	—	$	86,543
Two years		4,313		—		4,313
Three years		1,804		—		1,804
Four years		1,059		250,000		251,059
Five years		686		—		686
Over 5 years		1,743		—		1,743
Total	$	96,148	$	250,000	$	346,148

Operating Leases

          The Company leases most of its administrative, R&D and manufacturing facilities, regional sales/service offices and certain equipment under non-cancelable operating leases, which expire at various dates through 2021. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters and certain other facility leases provide the Company with an option to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation. Rent expense was $11.0 million, $8.9 million, and $6.5 million during fiscal years 2007, 2006, and 2005, respectively.

          Included in the operating leases less than 1 year section of the table above is $75.0 million in guaranteed residual values for lease agreements relating to certain properties at the Company’s Fremont, California campus. As part of the lease agreements, the Company has the option to purchase the remaining buildings at any time for a total purchase price for all remaining properties related to these leases of approximately $85.0 million. The Company is required to guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in fiscal year 2008 (in the event that the leases are not renewed, the Company does not exercise the purchase options, the lessor sells the properties and the sale price is less than the lessor’s costs). The Company maintains cash collateral of $85.0 million as part of the lease agreements as of June 24, 2007 in separate, specified certificates of deposit and interest-bearing accounts which are recorded as restricted cash and investments in the Company’s Consolidated Balance Sheet. The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by the Company. The Company obtained compliance waivers from the lessor with respect to the Company’s obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please see Note 23 “Subsequent Events” below for additional information regarding renewal of the leases noted above and entry into additional leases.

          The remaining operating lease balances primarily relate to non-cancelable facility-related operating leases.

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Purchase Obligations

          Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-year periods related to the Company’s outsourcing activities or other material commitments, including vendor-consigned inventories. The Company continues to enter into new agreements and maintain existing agreements to outsource certain activities, including elements of its manufacturing, warehousing, logistics, facilities maintenance, certain information technology functions, and certain transactional general and administrative functions. The contractual cash obligations and commitments table presented above contains the Company’s minimum obligations at June 24, 2007 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid.

          Consignment inventories, which are owned by vendors but located in the Company’s storage locations and warehouses and properly segregated and controlled, are not reported as the Company’s inventory until title is transferred to the Company or its purchase obligation is determined. At June 24, 2007, vendor-owned inventories held at the Company’s locations and not reported as its inventory were $27.4 million.

Long-Term Debt and Interest Expense

          On June 16, 2006, the Company’s wholly-owned subsidiary, Lam Research International SARL (LRI), as borrower, entered into a $350 million Credit Agreement (the LRI Credit Agreement). Under the LRI Credit Agreement, on June 19, 2006, LRI borrowed $350 million in principal amount. The loan under the LRI Credit Agreement shall be fully repaid not later than five years following the closing date and will bear interest at LIBOR plus a spread (applicable margin) ranging from 0.10% to 0.50%, depending upon a consolidated leverage ratio, as defined in the Credit Agreement. LRI may prepay the loan under the LRI Credit Agreement in whole or in part at any time without penalty, subject to reimbursement of lenders’ breakage and redeployment costs in certain cases. The Company obtained compliance waivers from the lender with respect to the Company’s obligation to deliver financial statements to the lender under the terms provided in the Guarantee Agreement. The amounts in the table above include the remaining principal payment of $250 million due on June 19, 2011. $100.0 million of the original $350.0 million debt was repaid during fiscal year 2007. The fair value of long-term debt approximates its carrying value due to the variable interest rate applicable to the debt. Please see Note 23 “Subsequent Events” below for information regarding termination of the LRI Credit Agreement and the Company’s entry into a new credit agreement.

          The Company used the proceeds from the credit facility entered into by LRI to facilitate a portion of the repatriation of $500 million of foreign earnings in fiscal year 2006 under the provisions of the American Jobs Creation Act.

Note 17: Guarantees

          The Company accounts for its guarantees in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (FIN No. 45). FIN No. 45 requires a company that is a guarantor to make specific disclosures about its obligations under certain guarantees that it has issued. FIN No. 45 also requires a company (the Guarantor) to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee.

          The Company leases several facilities at its headquarters location in Fremont, California. As part of certain of the lease agreements, the Company has the option to purchase the remaining buildings at any time for a total purchase price for all remaining properties related to these leases of approximately $85.0 million. The Company is required to guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in the event that the leases are not renewed, the Company does not exercise the purchase options, the lessor sells the properties and the sale price is less than the lessor’s costs. As of June 24, 2007, the Company had $85.0 million in separate, specified certificates of deposit and interest bearing accounts, as collateral required under the lease agreements. These are recorded as restricted cash and investments in its Consolidated Balance Sheet. These lease terms expire in fiscal year 2008. The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by the Company. The Company obtained compliance waivers from the lessor with respect to the Company’s obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please see Note 23 “Subsequent Events” for additional information regarding renewal of the leases noted above and entry into additional leases.

          The Company has issued certain indemnifications to its lessors under some of its agreements. The Company has entered into certain insurance contracts which may limit its exposure to such indemnifications. As of June 24, 2007, the Company has not recorded any liability on its financial statements in connection with these indemnifications, as it does not believe, based on information available, that it is probable that any amounts will be paid under these guarantees.

          On June 16, 2006, the Company’s wholly-owned subsidiary, LRI, as borrower, entered into the LRI Credit Agreement. In connection with the LRI Credit Agreement, the Company entered into a Guarantee Agreement (the “Guarantee Agreement”) guaranteeing the obligations of LRI under the LRI Credit Agreement. The Company’s obligations under the Guarantee Agreement are collateralized by readily marketable securities in an amount equal to 110% of the outstanding balance of its obligations under the Guarantee Agreement, representing $275.0 million at June 24, 2007 as the Company had paid down

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$100.0 million of the existing debt during fiscal year 2007. This collateral is reflected in the balance of restricted cash and investments in the Company’s Consolidated Balance Sheet. The Company obtained compliance waivers from the lender with respect to the Company’s obligation to deliver financial statements to the lender under the terms provided in the Guarantee Agreement. Please see Note 23 “Subsequent Events” below for information regarding termination of the LRI Credit Agreement and the Guarantee Agreement, the Company’s entry into a new credit agreement, and the entry of the Company’s wholly-owned subsidiary Bullen Semiconductor Corporation into a new guarantee agreement with respect to the new credit agreement.

          Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these guarantees.

          The Company offers standard warranties on its systems that run generally for a period of 12 months from system acceptance, not to exceed 14 months from the date of shipment of the system to the customer. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements.

       Changes in the Company’s product warranty reserves were as follows:

	(in thousands)
Balance at June 26, 2005	$	40,823
Warranties issued during the period		39,394
Settlements made during the period		(30,269	)
Expirations and change in liability for pre-existing warranties during the period		(9,826	)
Balance at June 25, 2006	$	40,122

	(in thousands)
Balance at June 25, 2006	$	40,122
Warranties issued during the period		62,868
Settlements made during the period		(45,233	)
Expirations and change in liability for pre-existing warranties during the period		(5,571	)
Balance at June 24, 2007	$	52,186

Note 18: Income Taxes

          The components of income before income taxes are as follows:

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
			As restated (1)		As restated (1)
	(in thousands)
United States	$	351,319	$	195,008	$	221,507
Foreign		496,404		244,782		174,755
	$	847,723	$	439,790	$	396,262

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

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     Significant components of the provision (benefit) for income taxes attributable to income before income taxes are as follows:

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
	(in thousands)
Federal:
Current	$	70,285		$	43,735		$	1,969
Deferred		2,001			60,483			77,894
		72,286			104,218			79,863
State:
Current		(73	)		(1,264	)		648
Deferred		4,509			(3,922	)		3,031
		4,436			(5,186	)		3,679
Foreign:
Current		75,344			24,095			14,577
Deferred		9,841			(18,547	)		891
		85,185			5,548			15,468
	$	161,907		$	104,580		$	99,010

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

     Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets are as follows:

	June 24,			June 25,
	2007			2006
				As restated (1)
	(in thousands)
Deferred tax assets:
Tax benefit carryforwards	$	16,796		$	34,258
Accounting reserves and accruals deductible in different periods		56,661			41,665
Inventory valuation differences		11,238			8,466
Capitalized R&D expenses		20,170			34,942
Equity-based compensation		12,521			9,529
Other		5,913			4,401
Gross deferred tax assets		123,299			133,261
Deferred tax liabilities:
Temporary differences for capital assets		(21,553	)		(12,568	)
State cumulative temporary differences		(12,605	)		(14,497	)
Gross deferred tax liabilities		(34,158	)		(27,065	)
	$	89,141		$	106,196

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

     Realization of the Company’s net deferred tax assets is based upon the weight of available evidence, including such factors as the recent earnings history and expected future taxable income. The Company believes it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time.

     Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect the exercises in fiscal year 2007 and 2006. Some exercises resulted in tax deductions in excess of previously recorded benefits based on the option value at the time of grant (“windfalls”). Although these additional tax benefits are reflected in net operating loss carryforwards, pursuant to SFAS 123(R), the additional tax benefit associated with the windfall is not recognized until the tax benefits reduce cash taxes payable, at which time

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the Company will credit equity. During fiscal year 2007 and 2006, the Company recorded a net credit to equity of $62.4 million and $17.3 million, respectively.

     At June 24, 2007, the Company had federal and state tax credit carryforwards of approximately $149.1 million, of which approximately $98.7 million will expire in varying amounts between fiscal years 2011 and 2028. The remaining balance of $50.4 million of tax carryforwards may be carried forward indefinitely. The tax benefits relating to approximately $131.7 million of the tax credit carryforwards will be credited to equity when recognized, in accordance with SFAS No. 123R.

     A reconciliation of income tax expense provided at the federal statutory rate (35% in fiscal years 2007, 2006 and 2005) to actual income expense is as follows:

	Year Ended
	June 24,			June 25,			June 26,
	2007			2006			2005
				As restated (1)			As restated (1)
	(in thousands)
Income tax expense computed at federal statutory rate	$	296,703		$	153,925		$	138,691
State income taxes, net of federal tax		3,447			(6,349	)		549
Foreign income taxes at different rates		(122,574	)		(70,704	)		(33,052	)
Tax credits		(9,156	)		(4,762	)		(5,726	)
Provision related to repatriation under AJCA		—			24,207			—
Other, net		(6,513	)		8,263			(1,452	)
	$	161,907		$	104,580		$	99,010

(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements

     As a result of an Advanced Pricing Agreement with the IRS, the Company reversed its related tax reserve and increased its net operating loss carryforward balance which resulted in a net tax benefit of $39.5 million during the quarter ended September 24, 2006. The Company also recorded tax expense of $29.5 million related to the application of foreign tax rulings in the same quarter.

     Effective from fiscal year 2003 through June 2013, the Company has negotiated a tax holiday on certain foreign earnings, which is conditional upon the Company meeting certain employment and investment thresholds. The impact of the tax holiday decreased income taxes by approximately $48.4 million for fiscal year 2007 as compared to $72.0 million in fiscal year 2006. The benefit of the tax holiday on net income per share (diluted) was approximately $0.34 in fiscal year 2007 as compared to $0.50 in fiscal year 2006. There was no such benefit in fiscal year 2005.

     Unremitted earnings of the Company’s foreign subsidiaries included in consolidated retained earnings aggregated to approximately $825.2 million at June 24, 2007. These earnings, which reflect full provisions for foreign income taxes, are indefinitely invested in foreign operations. If these earnings were remitted to the United States, they would be subject to U.S. taxes of approximately $204.4 million at current statutory rates. The Company’s federal income tax provision includes U.S. income taxes on certain foreign-based income.

Note 19 — Acquisitions

     During the quarter ended December 24, 2006, the Company acquired the U.S. silicon growing and silicon fabrication assets of Bullen Ultrasonics, Inc. The Company was the largest customer of the Bullen Ultrasonics silicon business. The silicon business has become a division of the Company post-acquisition while Bullen Ultrasonics retains assets unrelated to the silicon growing and silicon fabrication business.

     The acquisition includes assets related to Bullen Ultrasonics’ silicon growing and silicon fabrication business, including assets of Bullen Ultrasonics and Bullen Semiconductor (Suzhou) Co., Ltd., a wholly foreign-owned enterprise established in Suzhou, Jiangsu, People’s Republic of China (PRC). The closing of the U.S. asset acquisition occurred on November 13, 2006. The acquisition of the Suzhou assets has not yet occurred as of the date of this filing. The assets acquired consist of fixtures, intellectual property, equipment, inventory, material and supplies, contracts relating to the conduct of the business, certain licenses and permits issued by government authorities for use in connection with the operations of Eaton, Ohio and Suzhou manufacturing facilities, real property and leaseholds connected with such facilities, data and records related to the operation of the silicon growing and silicon fabrication business and certain proprietary rights.

     Pursuant to the First Amendment to the Asset Purchase Agreement dated October 5, 2006, the parties to the Asset Purchase Agreement agreed that the closing of the sale of the Suzhou assets would take place within 5 business days following receipt by the parties of all necessary approvals, consents and authorizations of governmental and provincial authorities in the PRC and satisfaction of other customary conditions and covenants. The Company will pay the $2.5 million purchase price for the Suzhou assets upon the receipt of the approvals and satisfaction of conditions noted above.

     The acquisition supports the competitive position and capability primarily of the Company’s dielectric Etch products by providing access to and control of critical intellectual property and manufacturing technology related to the production of silicon parts in the Company’s processing chambers. The Company funded the purchase price of the acquisition with existing cash resources.

122

          The acquisition was accounted for as a business combination in accordance with Statement of Financial Accounting Standards Number 141, “Business Combinations” and all amounts were recorded at their estimated fair value. The Consolidated Financial Statements include the operating results from the date of acquisition. Pro forma results of operations have not been presented because the effects of the acquisition were not material to the Company’s results.

          The purchase price was allocated to the fair value of assets acquired as follows, in thousands:

Cash consideration	$	173,893
Transaction costs		3,215
	$	177,108
Inventories	$	12,656
Property and equipment, net		32,696
Prepaid expenses and other current assets		4,392
Other assets		5,731
Accrued expenses and other current liabilities		(42	)
Customer relationships		35,226
Other intangible assets		30,193
Goodwill		56,256
	$	177,108

Note 20 — Goodwill and Intangible Assets

Goodwill

          Total goodwill as of June 24, 2007 was $59.7 million and primarily consisted of goodwill recorded as a result of the Bullen Ultrasonics transaction of $56.3 million. Goodwill is tax deductible.

Intangible Assets

          The following table provides details of the Company’s intangible assets subject to amortization as of June 24, 2007 (in thousands, except years):

								Weighted-
								Average
			Accumulated					Useful Life
	Gross		Amortization			Net		(years)
Customer relationships	$	35,226	$	(3,276	)	$	31,950		6.9
Other intangible assets		30,193		(3,556	)		26,637		4.6
Patents		15,000		(2,678	)		12,322		7.0
	$	80,419	$	(9,510	)	$	70,909		6.1

          The following table provides details of the Company’s intangible assets subject to amortization as of June 25, 2006 (in thousands, except years):

								Weighted-
								Average
			Accumulated					Useful Life
	Gross		Amortization			Net		(years)
Patents		15,000		(357	)		14,643		7.0

          The Company recognized $9.2 million and $0.3 million in intangible asset amortization expense during fiscal years 2007 and 2006, respectively.

          The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (SFAS No. 142). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company reviews goodwill for impairment at least annually. In addition, the Company reviews goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

123

     The estimated future amortization expense of purchased intangible assets as of June 24, 2007 is as follows (in thousands):

Fiscal Year	Amount
2008		14,250
2009		14,081
2010		13,980
2011		10,999
2012		7,988
Thereafter		9,611
	$	70,909

Note 21: Segment, Geographic Information and Major Customers

     The Company operates in one business segment: manufacturing and servicing of front-end wafer processing semiconductor manufacturing equipment. The Company’s material operating units qualify for aggregation under Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” due to their identical customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing and distribution.

     The Company operates in six geographic regions: the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific. For geographical reporting, revenues are attributed to the geographic location in which the customers’ facilities are located while long-lived assets are attributed to the geographic locations in which the assets are located.

	Year Ended
	June 24,		June 25,		June 26,
	2007		2006		2005
	(in thousands)
Revenue:
United States	$	408,631	$	238,009	$	234,112
Europe		237,716		208,369		184,014
Asia Pacific		451,487		193,181		292,501
Taiwan		573,875		277,731		289,532
Korea		531,310		366,939		280,605
Japan		363,557		357,942		221,689
Total revenue	$	2,566,576	$	1,642,171	$	1,502,453

	June 24,		June 25,		June 26,
	2007		2006		2005
	(in thousands)
Long-lived assets:
United States	$	268,822	$	86,408	$	62,390
Europe		20,515		4,955		7,191
Asia Pacific		1,398		884		1,978
Taiwan		694		761		505
Korea		3,409		2,553		1,858
Japan		1,143		1,031		252
Total long-lived assets	$	295,981	$	96,592	$	74,174

     In fiscal year 2007, revenues from Hynix Semiconductor and Samsung Electronics each accounted for approximately 14% of total revenues. In fiscal year 2006, revenues from Samsung Electronics Company, Ltd., accounted for approximately 15% of total revenues and revenues from Toshiba Corporation accounted for approximately 12% of total revenues. In fiscal year 2005, revenues from Samsung Electronics Company, Ltd., accounted for approximately 13% of total revenues.

Note 22: Legal Proceedings

     From time to time, the Company has received notices from third parties alleging infringement of such parties’ patent or other intellectual property rights by the Company’s products. In such cases it is the Company’s policy to defend the claims, or if considered appropriate, negotiate licenses on commercially reasonable terms. However, no assurance can be given that the Company will be able in the future to negotiate necessary licenses on commercially reasonable terms, or at all, or that any litigation resulting from such claims would not have a material adverse effect on the Company’s consolidated financial position or operating results.

124

Note 23: Subsequent Events

     SEZ Transaction: On March 11, 2008, the Company completed the tender offer for the outstanding shares of SEZ Holding AG (“SEZ”), the leading supplier of single-wafer clean technology and products to the global semiconductor manufacturing industry. Upon the completion of the tender, the Company acquired approximately 94% of the outstanding shares of SEZ. The Company expects to take additional steps as necessary to acquire the SEZ shares that remain outstanding.

     The tender offer was conducted pursuant to the terms of a Transaction Agreement entered into on December 10, 2007 by and between the Company and SEZ (the “Transaction Agreement”). Under the terms of the Transaction Agreement, the Company acquired all shares of SEZ that were tendered in the offer at a price of CHF 38 per share in cash, for a total price of CHF 606 million, which approximated US$584 million.

     In December 2007, the Company purchased a call option with a notional amount of approximately CHF 641 million to hedge the currency exposure in connection with the anticipated purchase of the shares of SEZ as noted above. The call option premium cost was $10.3 million. The mark-to-market value of the call option as of December 23, 2007 was $3.1 million resulting in a $7.2 million unrealized loss recorded in other income (expense), net in the Company’s condensed consolidated statements of operations for the quarter ended December 23, 2007. In February 2008 the Company extended the expiration date of the call option at an additional premium cost of $2.4 million. The Company exercised the call option during March 2008 which resulted in a gain of $40.7 million which it will record in other income (expense), net in its condensed consolidated statements of operations for the quarter ending March 30, 2008.

     Operating Leases: On December 18, 2007, the Company entered into a series of two operating leases (the “Livermore Leases”) regarding certain improved properties in Livermore, California. On December 21, 2007, the Company entered into a series of four amended and restated operating leases (the “New Fremont Leases,” and collectively with the Livermore Leases, the “Operating Leases”) with regard to certain improved properties at the Company’s headquarters in Fremont, California. Each of the Operating Leases is an off-balance sheet arrangement.

     The Operating Leases (and associated documents for each Operating Lease) were entered into by the Company and BNP Paribas Leasing Corporation (“BNPPLC”).

     Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction period during which BNPPLC’s and the Company’s obligations will be governed by the Construction Agreement entered into with regard to such Livermore Lease facility) ending on the first business day in January 2015. Total scheduled rent payments under the Livermore Leases are estimated to be approximately $25.7 million in the aggregate (based on one-month LIBOR rates at the time of entering into the leases), following completion of improvements to each property.

     Each New Fremont Lease has an approximately seven-year term ending on the first business day in January, 2015. Total scheduled rent payments under the New Fremont Leases are approximately $32.4 million in the aggregate (based upon three-month LIBOR rates at the time of entering into leases).

     Under each Operating Lease, the Company may, at its discretion and with 30 days’ notice, elect to purchase the property that is the subject of the Operating Lease for an amount approximating the sum required to prepay the amount of BNPPLC’s investment in the property and any accrued but unpaid rent. Any such amount may also include an additional make-whole amount for early redemption of the outstanding investment, which will vary depending on prevailing interest rates at the time of prepayment.

     The Company is required, pursuant to the terms of the Operating Leases and associated documents, to maintain collateral in an aggregate of approximately $165.0 million (upon completion of the Livermore construction) in separate interest-bearing accounts with BNPPLC (or a third party, currently State Street Bank and Trust, with regard to the Livermore Leases) as security for the Company’s obligations under the Operating Leases.

     Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be remarketed. The Company has guaranteed to BNPPLC that each property will have a certain minimum residual value, as set forth in the applicable Operating Lease. The aggregate guarantee made by the Company under the Operating Leases is no more than approximately $141.8 million (although, under certain default circumstances, the guarantee with regard to an Operating Lease may be 100% of BNPPLC’s investment in the applicable property; in the aggregate, the amounts payable under such guarantees will be no more than $165.0 million plus related indemnification or other obligations).

     Under each Operating Lease and its associated documents, the Company is subject to a financial covenant requiring it to maintain unrestricted cash, unencumbered cash investments, and unencumbered marketable securities of at least $300.0 million (not including the collateral maintained as security for the Company’s obligations under the Operating Leases).

125

     The Operating Leases are subject to customary default provisions, including, without limitation, those relating to payment defaults under the Operating Leases and associated documents, payment defaults under other indebtedness of the Company, performance defaults under the Operating Leases (including cross-defaults between each of the Operating Leases), and events of bankruptcy. In the event that such defaults occur and are continuing, BNPPLC may accelerate repayment of a portion or all of its investment under the applicable Operating Leases; alternatively, BNPPLC may require the Company to pay all amounts due under one or more Operating Leases through the end of the term of the applicable Operating Leases.

     Credit Agreement: On March 3, 2008, the Company, as borrower, entered into a $250 million Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement”) with ABN AMRO BANK N.V (the “Agent”), as administrative agent for the lenders party to the Credit Agreement, and such lenders. Bullen Semiconductor Corporation, a wholly-owned domestic subsidiary of the Company (“Bullen”), entered into a guarantee (the “Bullen Guarantee”) to guarantee the obligations of the Company under the Credit Agreement. In connection with the Credit Agreement, the Company and Bullen entered into certain collateral documents (collectively, the “Collateral Documents”) including a Security Agreement by the Company (the “Security Agreement”), a Security Agreement by Bullen (the “Bullen Security Agreement”), a Pledge Agreement by the Company (the “Pledge Agreement”) and other Collateral Documents to secure the Company’s obligations under the Credit Agreement. The Collateral Documents encumber current and future accounts receivables, inventory, equipment and related assets of the Company and Bullen, as well as 100% of the Company’s ownership interest in Bullen and 65% of the Company’s ownership interest in Lam Research International BV, a wholly-owned subsidiary of the Company. In addition, the Credit Agreement provides that any future domestic subsidiaries of the Company will also enter into a similar guarantee and collateral documents to encumber the foregoing type of assets.

     Under the Credit Agreement, the Company borrowed $250 million in principal amount for general corporate purposes. The loan under the Credit Agreement is a non-revolving term loan with the following repayment terms: (a) $12.5 million of the principal amount due on each of (i) September 30, 2008, (ii) March 31, 2009 and (iii) September 30, 2009 and (b) the payment of the remaining principal amount on March 6, 2010. The outstanding principal amount bears interest at LIBOR plus 0.75% per annum or, alternatively, at the Agent’s “prime rate.” The Company may prepay the loan under the Credit Agreement in whole or in part at any time without penalty. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default, as well as various negative covenants (including maximum leverage ratio, minimum liquidity and minimum EBITDA).

     As a condition to funding under the Credit Agreement, the outstanding balance ($250 million) under the LRI Credit Agreement was repaid in full. LRI is our wholly-owned subsidiary. In addition, the Guarantee Agreement was also terminated. Our obligations under the Guarantee Agreement were fully collateralized by cash and cash equivalents.

     Section 409A: As a result of the determinations from a voluntary independent stock option review, the Company considered the application of Section 409A of the IRC to certain stock option grants where, under APB No. 25, intrinsic value existed at the time of grant. In the event such stock option grants are not considered as issued at fair market value at the original grant date under the IRC and applicable regulations thereunder, these options are subject to Section 409A. On March 30, 2008, the Board of Directors of the Company authorized the Company to assume the liability of any and all employees, including the Company’s Chief Executive Officer and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range of approximately $50 million to $55 million. The determinations from the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of the Company’s 2007 Form 10-K.

126

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Lam Research Corporation

We have audited the accompanying consolidated balance sheets of Lam Research Corporation as of June 24, 2007 and June 25, 2006 (restated), and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 24, 2007, June 25, 2006 (restated) and June 26, 2005 (restated). Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lam Research Corporation at June 24, 2007 and June 25, 2006 (restated), and the consolidated results of its operations and its cash flows for the years ended June 24, 2007, June 25, 2006 (restated) and June 26, 2005 (restated), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in Note 3, “Restatement of Consolidated Financial Statements” the Company has restated previously issued financial statements as of June 25, 2006 and for each of the years in the two year period ended June 25, 2006.

As discussed in Note 2 to the Notes to Consolidated Financial Statements, under the heading Equity-Based Compensation-Employee Stock Purchase Plan and Employee Stock Plans, in fiscal 2006 Lam Research Corporation changed its method of accounting for stock-based compensation.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lam Research Corporation’s internal control over financial reporting as of June 24, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2008 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

San Jose, California
March 31, 2008

127

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Stockholders of Lam Research Corporation

We have audited Lam Research Corporation’s internal control over financial reporting as of June 24, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Lam Research Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Lam Research Corporation maintained, in all material respects, effective internal control over financial reporting as of June 24, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Lam Research Corporation as of June 24, 2007 and June 25, 2006 (restated), and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended June 24, 2007, June 25, 2006 (restated) and June 26, 2005 (restated) of Lam Research Corporation and our report dated March 31, 2008 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

San Jose, California
March 31, 2008

128

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAM RESEARCH CORPORATION
By	/s/ Stephen G. Newberry
	Stephen G. Newberry,
	President and Chief Executive Officer

Dated: March 31, 2008

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen G. Newberry and Martin B. Anstice, jointly and severally, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report of Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Stephen G. Newberry Stephen G. Newberry	President and Chief Executive Officer, Director	March 31, 2008
/s/ Martin B. Anstice Martin B. Anstice	Senior Vice President, Chief Financial Officer, and Chief Accounting Officer	March 31, 2008
/s/ James W. Bagley James W. Bagley	Executive Chairman	March 31, 2008
/s/ Dr. Seiichi Watanabe Dr. Seiichi Watanabe	Director	March 31, 2008
/s/ David G. Arscott David G. Arscott	Director	March 31, 2008
/s/ Robert M. Berdahl Robert M. Berdahl	Director	March 31, 2008
/s/ Richard J. Elkus, Jr. Richard J. Elkus, Jr.	Director	March 31, 2008
/s/ Jack R. Harris Jack R. Harris	Director	March 31, 2008
/s/ Grant M. Inman Grant M. Inman	Director	March 31, 2008
/s/ Catherine P. Lego Catherine P. Lego	Director	March 31, 2008
/s/ Patricia S. Wolpert Patricia S. Wolpert	Director	March 31, 2008

129

LAM RESEARCH CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

	ADDITIONS
	BALANCE		CHARGED					BALANCE
	AT		TO					AT
	BEGINNING		COSTS					END
	OF		AND		DEDUCTIONS			OF
DESCRIPTION	PERIOD		EXPENSES		DESCRIBE			PERIOD
YEAR ENDED JUNE 24, 2007
Deducted from asset accounts:
Allowance for doubtful accounts	$	3,822,000	$	20,000	$	9,000	(1)	$	3,851,000
YEAR ENDED JUNE 25, 2006
Deducted from asset accounts:
Allowance for doubtful accounts	$	3,865,000	$	51,000	$	94,000	(1)	$	3,822,000
YEAR ENDED JUNE 26, 2005
Deducted from asset accounts:
Allowance for doubtful accounts	$	3,865,000	$	83,000	$	83,000	(1)	$	3,865,000

(1) $ 0.0 million, $0.1 million, and $0.1 million, of specific customer accounts written-off in fiscal 2007, 2006, and 2005, respectively.

130

LAM RESEARCH CORPORATION

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 24, 2007

EXHIBIT INDEX

Exhibit	Description
3.1(22)	Certificate of Incorporation of the Registrant, dated September 7, 1989; as amended by the Agreement and Plan of Merger, Dated February 28, 1990; the Certificate of Amendment dated October 28, 1993; the Certificate of Ownership and Merger dated December 15, 1994; the Certificate of Ownership and Merger dated June 25, 1999 and the Certificate of Amendment effective as March 7, 2000.
3.2	Bylaws of the Registrant, as amended, dated December 12, 2007.
3.3(22)	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock dated January 27, 1997.
4.2(1)*	Amended 1984 Incentive Stock Option Plan and Forms of Stock Option Agreements.
4.4(5)*	Amended 1991 Stock Option Plan and Forms of Stock Option Agreements.
4.8(35)*	Amended and restated 1997 Stock Incentive Plan.
4.11(18)*	Amended and restated 1996 Performance-Based Restricted Stock Plan.
4.12(34)*	Amended and restated 1999 Stock Option Plan.
4.13(34)*	Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.
4.14(39)*	Lam Research Corporation 2004 Executive Incentive Plan, as amended.
4.15(40)*	Lam Research Corporation 2007 Stock Incentive Plan, as amended.
10.1(38)	Asset Purchase Agreement dated October 5, 2006 by and among Lam Research Corporation, Bullen Ultrasonics, Inc., Eaton 122 Ltd., Bullen Semiconductor (Suzhou) Co., Ltd., Mary A. Bullen and Vicki Brown.
10.2(38)	First Amendment to Asset Purchase Agreement dated October 5, 2006 by and among Lam Research Corporation, Bullen Ultrasonics, Inc., Eaton 122 Ltd., Bullen Semiconductor (Suzhou) Co., Ltd., Mary A. Bullen and Vicki Brown.
10.3(2)	Form of Indemnification Agreement.
10.12(3)	ECR Technology License Agreement and Rainbow Technology License Agreement by and between Lam Research Corporation and Sumitomo Metal Industries, Ltd.
10.16(4)	License Agreement effective January 1, 1992 between the Lam Research Corporation and Tokyo Electron Limited.
10.30(6)	1996 Lease Agreement between Lam Research Corporation and the Industrial Bank of Japan, Limited, dated March 27, 1996.
10.35(7)	Agreement and Plan of Merger by and among Lam Research Corporation, Omega Acquisition Corporation and OnTrak Systems, Inc., dated as of March 24, 1997.
10.38(8)	Consent and Waiver Agreement between Lam Research Corporation and IBJTC Leasing Corporation-BSC, The Industrial Bank of Japan, Limited, Wells Fargo Bank, N.A., The Bank of Nova Scotia, and the Nippon Credit Bank, Ltd., dated March 28, 1997.
10.46(9)	Receivables Purchase Agreement between Lam Research Co., Ltd. and ABN AMRO Bank N.V., Tokyo Branch, dated December 26, 1997.

131

Exhibit	Description
10.49(9)	Guaranty to the Receivables Purchase Agreement between Lam Research Co., Ltd. and ABN AMRO Bank N.V., Tokyo Branch, dated December 26, 1997.
10.50(10)	License Agreement between Lam Research Corporation and Trikon Technologies, Inc., dated March 18, 1998.
10.51(10)	Loan Agreement between Lam Research Corporation and The Industrial Bank of Japan, Limited, dated March 30, 1998.
10.52(11)	Credit Agreement between Lam Research Corporation and Deutsche Bank AG, New York Branch and ABN AMRO Bank N.V., San Francisco Branch, dated April 13, 1998.
10.53(11)	First Amendment to Credit Agreement between Lam Research Corporation and ABN AMRO Bank N.V., San Francisco Branch, dated August 10, 1998.
10.58(12)	Loan Agreement between Lam Research Co., Ltd. and ABN AMRO Bank N.V., dated September 30, 1998.
10.59(12)	Guaranty to Loan Agreement between Lam Research Co., Ltd and ABN AMRO Bank N.V., dated September 30, 1998.
10.61(13)	Second Amendment to Credit Agreement between ABN AMRO BANK, N.V. and Lam Research Corporation, dated December 18, 1998.
10.62(13)	First Amendment to Guaranty between ABN AMRO BANK, N.V. and Lam Research Corporation, dated December 25, 1998.
10.63(13)	Supplemental Agreement of Receivables Purchase Agreement dated December 26, 1997 between ABN AMRO BANK, N.V. and Lam Research Corporation, dated December 25, 1998.
10.64(13)	Supplemental Agreement of Loan Agreement dated September 30, 1998 between ABN AMRO BANK, N.V. and Lam Research Corporation, dated December 25, 1998.

132

Exhibit	Description
10.66(14)	Substitution Certificate for Loan Agreement dated September 30, 1998 between ABN AMRO BANK, N.V. and Lam Research Corporation, dated March 19, 1999.
10.67(15)	OTS Issuer Stock Option Master Agreement between Lam Research Corporation and Goldman Sachs & Co., and Collateral Appendix thereto, dated June 1999.
10.68(15)	Form of ISDA Master Agreement and related documents between Lam Research Corporation and Credit Suisse Financial Products, dated June 1999.
10.69(17)	The First Amendment Agreement between Lam Research Corporation and Credit Suisse Financial Products, dated August 31, 1999.
10.70(19)	Lease Agreement between Lam Research Corporation and Scotiabanc Inc., dated January 10, 2000.
10.71(19)	Participation Agreement between Lam Research Corporation, Scotiabanc Inc., and The Bank of Nova Scotia, dated January 19, 2000.
10.73(20)	Lease Agreement Between Lam Research Corporation and Cushing 2000 Trust, dated December 6, 2000.
10.74(20)	Participation Agreement Between Lam Research Corporation and Cushing 2000 Trust, Dated December 6, 2000.
10.75(21)	Indenture between Lam Research Corporation and LaSalle Bank, National Association, as Trustee, dated May 22, 2001.
10.76(21)	Registration Rights Agreement among Lam Research Corporation, Credit Suisse First Boston Corporation and ABN Amro Rothschild LLC, dated May 22, 2001.
10.77(23)	Warrant to Purchase Common Stock of Lam Research Corporation, dated December 19, 2001, issued to Varian Semiconductor Equipment Associates, Inc.
10.78(24)	Promissory Note between Lam Research Corporation and Stephen G. Newberry dated May 8, 2001.
10.79(25)	Amendment to Stock Option Grant for James W. Bagley dated October 16, 2002.
10.80(26)	Amended and Restated Master Lease and Deed of Trust Between Lam Research Corporation and SELCO Service Corporation, dated March 25, 2003.
10.81(26)	Lease Supplement No. 1 Between Lam Research Corporation and SELCO Service Corporation, dated March 25, 2003.
10.82(26)	Participation Agreement Between Lam Research Corporation, SELCO Service Corporation and Key Corporate Capital Inc., dated March 25, 2003.
10.83(26)	Amendment to Participation Agreement Between Lam Research Corporation, Scotiabanc Inc. and The Bank of Nova Scotia, dated December 27, 2002.
10.84(26)	Amendment to Participation Agreement Between Lam Research Corporation, the Cushing 2000 Trust, Scotiabanc Inc, The Bank of Nova Scotia and Fleet National Bank, dated December 27, 2002.

133

Exhibit	Description
10.85(26)*	Employment Agreement for Stephen G. Newberry, dated January 1, 2003.
10.86(27)	Amended and Restated Master Lease and Deed of Trust Between Lam Research Corporation and SELCO Service Corporation, dated as of June 1, 2003.
10.87(27)	Lease Supplement No. 1 Between Lam Research Corporation and SELCO Service Corporation, dated as of June 1, 2003.
10.88(27)	Lease Supplement No. 2 Between Lam Research Corporation and SELCO Service Corporation, dated as of June 1, 2003.
10.89(27)	Lease Supplement No. 3 Between Lam Research Corporation and SELCO Service Corporation, dated as of June 1, 2003.
10.94(27)	Participation Agreement Between Lam Research Corporation and SELCO Service Corporation, and Key Corporate Capital Inc., dated as of June 1, 2003.
10.95(27)*	Employment Agreement for Ernest Maddock, dated April 15, 2003.
10.96(28)*	Employment Agreement for Nicolas J. Bright, dated August 1, 2003.
10.97(32)	Second Amendment to Second Amended and Restated Uncommitted Insured Trade Receivables Purchase Agreement between ABN Amro Bank, N.V. and Lam Research Corporation, dated June 2, 2004.
10.98(32)	Amended and Restated Guaranty between ABN Amro Bank, N.V. and Lam Research Corporation, dated June 2, 2004.
10.99(32)	Form of Nonstatutory Stock Option Agreement — Lam Research Corporation 1997 Stock Incentive Plan.
10.100(31)	Third Amended and Restated Uncommitted Insured Trade Receivables Purchase Agreement between Lam Research Corporation, Lam Research International SARL and ABN Amro Bank N.V., dated March 22, 2005.
10.101(31)	Third Amended and Restated Guaranty between Lam Research Corporation and ABN Amro Bank N.V., dated March 22, 2005.
10.102(36)	Form of Restricted Stock Unit Award Agreement (U.S. Agreement A) – Lam Research Corporation 1997 Stock Incentive Plan.
10.103(36)	Form of Restricted Stock Unit Award Agreement (non-U.S. Agreement I-A) – Lam Research Corporation 1997 Stock Incentive Plan.
10.104(37)	$350,000,000 Credit Agreement among Lam Research International SARL, as Borrower, The Several Lenders from Time to Time Parties Hereto, and ABN Amro Bank N.V., as Administrative Agent, dated June 16, 2006.
10.105(37)	Guarantee Agreement made by Lam Research Corporation in favor of ABN Amro Bank N.V., as Administrative Agent for the Lenders, dated June 16, 2006.
10.106(42)*	Form of Restricted Stock Unit Award Agreement (U.S. Agreement) – Lam Research Corporation 2007 Stock Incentive Plan
10.107(43)	Form of Restricted Stock Unit Award Agreement – Outside Directors (U.S. Agreement) – Lam Research Corporation 2007 Stock Incentive Plan.
10.108(43)	Form of Restricted Stock Unit Award Agreement – Outside Directors (non-U.S. Agreement) – Lam Research Corporation 2007 Stock Incentive Plan.
10.109(43)	Summary of Compensation Arrangement with Nicolas J. Bright, effective as of March 1, 2007.
10.110(44)	Transaction Agreement dated December 10, 2007 by and between Lam Research Corporation and SEZ Holding AG
10.111(45)	Credit Agreement dated as of March 3, 2008 among Lam Research Corporation, as the Borrower, ABN Amro Bank N.V., as Administrative Agent, and the other Lenders Party thereto

134

Exhibit	Description
10.112(45)	Unconditional Guaranty dated as of March 3, 2008 by Bullen Semiconductor Corporation to ABN AMRO Bank N.V.
10.113(45)	Security Agreement dated as of March 3, 2008 between Lam Research Corporation and ABN AMRO Bank N.V.
10.114(45)	Security Agreement dated as of March 3, 2008 between Bullen Semiconductor Corporation and ABN AMRO Bank N.V.
10.115(45)	Pledge Agreement dated as of March 3, 2008 among Lam Research Corporation and ABN AMRO Bank N.V.
10.116(41)	Employment Agreement between James W. Bagley and Lam Research Corporation, dated December 11, 2006.
10.117	Lease Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.118	Pledge Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.119	Closing Certificate and Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.120	Agreement Regarding Purchase and Remarketing Options (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.121	Lease Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.122	Pledge Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.123	Closing Certificate and Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.124	Agreement Regarding Purchase and Remarketing Options (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.125	Lease Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.126	Pledge Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.127	Closing Certificate and Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.128	Agreement Regarding Purchase and Remarketing Options (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.129	Lease Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.130	Pledge Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.131	Closing Certificate and Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.132	Agreement Regarding Purchase and Remarketing Options (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.133	Lease Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

135

Exhibit	Description
10.134	Pledge Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.135	Closing Certificate and Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.136	Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.137	Construction Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.138	Lease Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.139	Pledge Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.140	Closing Certificate and Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.141	Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.142	Construction Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
21	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm.

136

Exhibit	Description
24	Power of Attorney (See Signature page)
31.1	Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)
31.2	Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)
32.1	Section 1350 Certification — (Principal Executive Officer)
32.2	Section 1350 Certification — (Principal Financial Officer)

(1)	Incorporated by reference to Post Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8 (No. 33-32160) filed with the Securities and Exchange Commission on May 10, 1990.
(2)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988.
(3)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1989.
(4)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1991.
(5)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995.
(6)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(7)	Incorporated by reference to Registrant’s Report on Form 8-K dated March 31, 1997.
(8)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
(9)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.
(10)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(11)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998.
(12)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
(13)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998.
(14)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1999.
(15)	Incorporated by reference to Registrant’s Report on Form 8-K dated June 22, 1999.
(16)	Incorporated by reference to Registrant’s Report on Form S-8 dated November 5, 1998.

137

(17)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 26, 1999.
(18)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 26, 1999.
(19)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2000.
(20)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 24, 2000.
(21)	Incorporated by reference to Registrant’s Registration Statement on Form S-3 dated July 27, 2001.
(22)	Incorporated by reference to Registrant’s Amendment No. 2 to its Annual Report on Form 10K/A for the fiscal year ended June 25, 2000.
(23)	Incorporated by reference to Registrant’s Registration Statement on Form S-3 dated January 30, 2002.
(24)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.
(25)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2002.
(26)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2003.
(27)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2003.
(28)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2003.
(29)	Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on October 14, 2003.
(30)	Incorporated by reference to Appendix B of the Registrant’s Proxy Statement filed on October 14, 2003.
(31)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2005.
(32)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004.
(33)	Incorporated by reference to Registrant’s Report on Form 8-K dated June 26, 2005.
(34)	Incorporated by reference to Registrant’s Registration Statement on Form S-8 (No. 33-127936) filed with the Securities and Exchange Commission on August 28, 2005.
(35)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 8, 2005.
(36)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated February 6, 2006.
(37)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated June 19, 2006.
(38)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated October 10, 2006.

138

(39)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 2, 2006.
(40)	Incorporated by reference to Registrant’s Registration Statement of Form S-8 (No. 333-138545) filed with the Securities and Exchange Commission on November 9, 2006.
(41)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated December 15, 2006. This exhibit was originally filed with the 8-K as Exhibit Number 10.1.
(42)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 24, 2006.
(43)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2007.
(44)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated December 14, 2007.
(45)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated March 7, 2008.
*	Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate.

139

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

LAM RESEARCH CORPORATION

ARTICLE I

CORPORATE OFFICES

     1.1 REGISTERED OFFICE

     The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the corporation at such location is The Corporation Trust company.

     1.2 OTHER OFFICES

     The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the Corporation.

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     2.2 ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of stockholders shall be held on the second Thursday of November in each year at 2:00 p.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected and any other proper business may be transacted.

     Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders (a) by or at the direction of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.2.

     In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

     To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the date of the annual meeting of stockholders; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder’s notice to the secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (ii) the class or series and number of shares of capital stock of the corporation that are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the

2

rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the corporation that are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.2. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

     No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedure set forth in this Section 2.2.

     In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

     To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the date of the annual meeting of stockholders; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of

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the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the corporation that are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.2, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.2 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

     2.3 SPECIAL MEETING

     Unless otherwise expressly provided in the Certificate of Incorporation of the corporation, special meetings of the stockholders may only be called by the chairman of the board, by the president or at the request in writing of a majority of the board of directors. Special meetings of stockholders of the corporation may not be called by any other person or persons.

     If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5, and that a meeting will be held at the time requested by the

4

person or persons who called the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

     2.4 NOTICE OF STOCKHOLDERS’ MEETINGS

     All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     2.6 QUORUM

     The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

     2.7 ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and

5

place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     2.8 VOTING

     The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

     Except as set forth in the immediately following paragraph of this Section 2.8 or otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. The board of directors, in its discretion, or the officer of the corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     At the election of directors of the corporation, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number for, or for any two or more of them as he may see fit; provided, however, that no stockholder shall be entitled to so cumulate such stockholder’s votes unless the candidates for which such stockholder is voting have been placed in nomination in accordance with Section 2.2 of this Article II and a stockholder has given timely notice of an intention to cumulate votes. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. If any one stockholder has given proper notice of an intention to cumulate votes pursuant to this Section 2.8, all stockholders may cumulate their votes for candidates properly in nomination.

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     When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of the question.

     2.9 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

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     In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary, request the board of directors to fix a record date. The board of directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the board of directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded, to the attention of the secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action.

     In the event of the delivery to the corporation of a written consent or consents purporting to authorize or take corporate action and/or related revocations (each such written consent and any revocation thereof is referred to in this Section 2.10 as a “Consent”), the secretary of the corporation shall provide for the safekeeping of such Consents and shall as soon as practicable thereafter conduct such reasonable investigation as he deems necessary or appropriate for the purpose of ascertaining the validity of such Consents and all matters incident thereto, including, without limitation, whether the holders of shares having the requisite voting power to authorize or take the action specified in the Consents have given consents. No consent to corporate action in writing without a meeting shall be effective unless delivered to the corporation within sixty (60) days following the record date relating thereto fixed pursuant to this Section 2.10.

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     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

     If the board of directors does not so fix a record date:

     (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     (ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

     2.12 PROXIES

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

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showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     2.14 CONDUCT OF BUSINESS

     The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such matters as the regulation of the manner of voting and the conduct of business.

ARTICLE III

DIRECTORS

     3.1 POWERS

     Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

     3.2 NUMBER OF DIRECTORS

     The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors then in office.

     No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

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     3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold. office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

     Elections of directors need not be by written ballot.

     3.4 RESIGNATION AND VACANCIES

     Any director may resign at any time upon written notice to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

     A vacancy created by the removal of a director by the vote or written consent of the stockholders or by a court order may be filled only by the vote of a majority of the outstanding shares entitled to vote thereon represented at a duly held meeting at which a quorum is present, or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.

     Unless otherwise provided in the certificate of incorporation or these bylaws:

     (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

     (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

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     If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

     A director elected or appointed to fill a vacancy shall serve until the next annual meeting of stockholders or until a successor shall be elected and qualified.

     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.6 FIRST MEETINGS

     The first meeting of each newly elected board. of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors , or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided

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for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

     3.7 REGULAR MEETINGS

     Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors.

     3.8 SPECIAL MEETINGS; NOTICE

     Notice of the time and place of special meetings shall be given to each director at that director’s address as it is shown on the records of the corporation. Notice of such special meeting stating the place, date and hour of the meeting shall be given to each director either (i) by mail not less than four (4) days before the date of the meeting, or (ii) personally, by telephone, telecopy, telegram, telex or other similar means of communication on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director.

     3.9 QUORUM

     At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     3.10 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular

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or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

     3.11 ADJOURNED MEETING; NOTICE

     If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.

     3.13 FEES AND COMPENSATION OF DIRECTORS

     Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attending each meeting of the board of directors and may be paid a fixed sum for attending each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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     3.14 APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries who is not an “executive officer” (as such term is defined in the Securities Exchange Act of 1934, as amended) or a director of the corporation, whenever in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

     3.15 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that, so long as stockholders of the corporation are entitled to cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.

     No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

     3.16 CHAIRMAN OF THE BOARD OF DIRECTORS

     The corporation may also have, at the discretion of the board of directors, a chairman of the board of directors, who shall not be considered an officer of the corporation solely by reason of being appointed to such position.

ARTICLE IV

COMMITTEES

     4.1 COMMITTEES OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or

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more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committees shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to section 253 of the General Corporation Law of Delaware.

     4.2 COMMITTEE MINUTES

     Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

     4.3 MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.5 (place of meetings and meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of adjournment), and Section 3.12 (action without a meeting), with such changes in the context of those bylaws as are necessary

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to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meeting of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

     5.1 OFFICERS

     The officers of the corporation shall be a chief executive officer, a chief financial officer and a secretary. The corporation may also have an executive chairman of the board any such other officers as may be appointed in accordance with the provisions of Section 5.2 or 5.3 of these bylaws. Any number of offices may be held by the same person.

     5.2 APPOINTMENT OF OFFICERS BY BOARD

     The board of directors shall appoint the chief executive officer and the chief financial officer. If the corporation has an executive chairman or president, those officers shall also be appointed by the board of directors. The other officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, shall be appointed by the board of directors and serve at the board’s discretion and with such authority as delegated to them by the board.

     5.3. APPOINTMENT OF OFFICERS BY CHIEF EXECUTIVE OFFICER

     The board of directors may empower the chief executive officer to appoint such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the chief executive officer may from time to time determine.

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     5.4 REMOVAL AND RESIGNATION OF OFFICERS

     Any officer may be removed, either with or without cause, (a) by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board, (b) by the chief executive officer, if that officer was appointed by the chief executive officer, or (c) by any other officer to whom the board of directors has conferred the power of removal, provided, however, that only the board of directors may remove the chief executive officer, chief financial officer, chairman of the board, executive chairman and president.

     Any officer may resign at any time by giving written notice to the corporation.

     5.5 VACANCIES IN OFFICES

     Any vacancy occurring in any office shall be filled in the manner specified for appointment to such office in Section 5.2 or 5.3.

     5.6 CHIEF EXECUTIVE OFFICER

     Subject to the discretion of the board of directors, the chief executive officer shall have general supervision, direction and control of the business and the other officers of the corporation and the general powers and duties of management generally vested in the office of chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. In its discretion, the board of directors may vest certain authority generally vested in the chief executive officer in an executive chairman of the board or another officer of the Company.

     5.7 SECRETARY

     The secretary shall keep or cause to be kept, at the principal office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing

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such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other power and perform such other duties as may be prescribed by the board of directors or by these bylaws.

     In the absence of a secretary, or in the event of the secretary’s inability or refusal to act, an assistant secretary or assistant secretaries or such other officer selected by the board of directors or by the chief executive officer shall perform the duties and exercise the powers of the secretary.

     5.8 CHIEF FINANCIAL OFFICER

     The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the chief executive officer and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

ARTICLE VI

RECORDS AND REPORTS

     6.1 MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the

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corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was servicing at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

     6.2 INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent or another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

     6.3 INSURANCE

     The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

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ARTICLE VII

RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney of such other writing that authorizes the attorney or other agent to so act on behalf of stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

     The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for, a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     7.2 INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection

21

sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

     7.3 ANNUAL STATEMENT TO STOCKHOLDERS

     The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

     7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE VIII

     8.1 CHECKS

     From time to time, the board of directors, shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

     8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

     The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of any officer, no officer, agent or employee shall have any power or authority to bind the corporation

22

by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of the corporation shall be represented by certificates, provided that the board of directors may establish by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice chairman of the board of directors, or the president or vice president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signatures has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     8.4 SPECIAL DESIGNATION CERTIFICATES

     If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent

23

such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relatives, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     8.5 LOST CERTIFICATES

     Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any uncertificated shares.

     8.6 CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, the masculine gender includes the feminine, the feminine gender includes the masculine, and the term “Person” includes both a corporation and a natural person.

     8.7 DIVIDENDS

     The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital.

     The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserves. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

24

     8.8 FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors. Unless otherwise designated, the fiscal year of the corporation shall end on June 30.

     8.9 SEAL

     The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

     8.10 TRANSFER OF STOCKS

     Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

     8.11 STOCK TRANSFER AGREEMENTS

     The corporation shall have power to enter into and perform, any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

     8.12 REGISTERED STOCKHOLDERS

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE IX

AMENDMENTS

     The original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote, provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

ARTICLE X

DISSOLUTION

     If it should be deemed advisable in the judgment of the board of directors of the corporation that the corporation should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution.

     At the meeting a vote shall be taken for and against the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon votes for the proposed dissolution, then a certificate stating that the dissolution has been authorized in accordance with the provision of section 275 of the General Corporation Law of Delaware and setting forth the names and residences of the directors and officers shall be executed, acknowledged, and filed and shall become effective in accordance with Section 103 of the Federal Corporation Law of Delaware. Upon such certificates becoming effective in accordance with Section 103 of the General Corporation Law of Delaware, the corporation shall be dissolved.

     Whenever all the stockholders entitled to vote on a dissolution consent in writing, either in person or by duly authorized attorney, to a dissolution, no meeting of directors or stockholders shall be necessary. The consent shall be filed and shall become effective in accordance with Section 103 of the General Corporation Law of Delaware. Upon such consents becoming effective in accordance with Section 103 of the General Corporation Law of Delaware, the corporation shall be dissolved. If the consent is signed by an attorney, then the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with the Secretary of State shall have attached to it the affidavit of the secretary of some other officer of the corporation stating that the consent has been signed by or on behalf of

26

all the stockholders entitled to vote on a dissolution; in addition, there shall be attached to the consent a certification by the secretary or some other officer of the corporation setting forth the names and residences of the directors and officers of the corporation.

ARTICLE XI

CUSTODIAN

     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

     The Court of Chancery, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers, of and for the corporation when:

(i) at any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or

(ii) the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or

(iii) the corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.

     11.2 DUTIES OF CUSTODIAN

     The custodian shall have all the powers and title of a receiver appointed under Section 291 of the General Corporation Law of Delaware, but the authority of the custodian shall be to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3) or 352 (a)(2) of the General Corporation Law of Delaware.

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CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

OF

LAM RESEARCH CORPORATION

Certificate of Adoption

The undersigned hereby certifies that he is the duly elected, qualified, and acting Assistant Secretary of Lam Research Corporation (the “Corporation”) and that the foregoing Amended and Restated Bylaws, were adopted as the Amended and Restated Bylaws of the Company effective as of June 27, 2005 by the unanimous written consent of the Board of Directors of the Corporation.

     IN WITNESS WHEREOF, dated 27th day of June, 2005.

/s/ GEORGE SCHISLER  

George Schisler, Assistant Secretary 

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AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF LAM RESEARCH CORPORATION

(Effective December 12, 2007)

     The Amended and Restated Bylaws of the Corporation are hereby amended, effective as of the date set forth above:

     ARTICLE VIII, Section 8.3, is hereby amended to read as follows:

8.3. STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may establish by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be issued or issuable as uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice chairman of the board of directors, or the president or vice president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signatures has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

EX-10.117

Exhibit 10.117

LEASE AGREEMENT
(FREMONT/BUILDING #1)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Term				3
	(A)	Scheduled Term			3
	(B)	Extension of the Term			3
2	Use and Condition of the Property				4
	(A)	Use			4
	(B)	Condition of the Property			4
	(C)	Consideration for and Scope of Waiver			5
3	Rent				5
	(A)	Base Rent Generally			5
	(B)	Calculation of and Due Dates for Base Rent			5
		(1)	Determination of Payment Due Dates Generally		5
		(2)	Special Adjustments to Base Rent Payment Dates and Periods		5
		(3)	Base Rent Formula		5
	(C)	Additional Rent			7
	(D)	Arrangement Fee			7
	(E)	Administrative Fees			7
	(F)	No Demand or Setoff			7
	(G)	Default Interest and Order of Application			7
4	Nature of this Agreement				7
	(A)	“Net” Lease Generally			7
	(B)	No Termination			8
	(C)	Characterization of this Lease			8
5	Payment of Executory Costs and Losses Related to the Property				10
	(A)	Local Impositions			10
	(B)	Increased Costs; Capital Adequacy Charges			10
	(C)	LRC’s Payment of Other Losses; General Indemnification			12
	(D)	Exceptions and Qualifications to Indemnities			15
	(E)	Collection on Behalf of Participants			18
6	Items Included in the Property				18
7	Environmental				19
	(A)	Environmental Covenants by LRC			19
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC			19
	(C)	Environmental Inspections and Reviews			20
	(D)	Communications Regarding Environmental Matters			20
8	Insurance Required and Condemnation				21
	(A)	Liability Insurance			21
	(B)	Property Insurance			22
	(C)	Failure to Obtain Insurance			22
	(D)	Condemnation			23
	(E)	Waiver of Subrogation			23
9	Application of Insurance and Condemnation Proceeds				23
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally			23

TABLE OF CONTENTS
(Continued)

			Page
	(B)	Advances of Escrowed Proceeds to LRC		24
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		25
	(E)	LRC’s Obligation to Restore		25
	(F)	Takings of All or Substantially All of the Property		25
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			26
	(A)	Operation and Maintenance		26
	(B)	Debts for Construction, Maintenance, Operation or Development		26
	(C)	Repair, Maintenance, Alterations and Additions		26
	(D)	Permitted Encumbrances		27
	(E)	Books and Records Concerning the Property		27
11	Assignment and Subletting by LRC			27
	(A)	BNPPLC’s Consent Required		27
	(B)	Standard for BNPPLC’s Consent to Assignments and Certain Other Matters		28
	(C)	Consent Not a Waiver		28
12	Assignment by BNPPLC			28
	(A)	Restrictions on Transfers		28
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		29
13	BNPPLC’s Right to Enter and to Perform for LRC			29
	(A)	Right to Enter		29
	(B)	Performance for LRC		29
14	Remedies			29
	(A)	Traditional Lease Remedies		29
	(B)	Foreclosure Remedies		32
	(C)	Enforceability		32
	(D)	Remedies Cumulative		32
15	Default by BNPPLC			33
16	Quiet Enjoyment			33
17	Surrender Upon Termination			33
18	Holding Over by LRC			33
19	Proprietary Information and Confidentiality			34
	(A)	Proprietary Information		34
	(B)	Confidentiality		34
20	Recording Memorandum			35
21	Independent Obligations Evidenced by Other Operative Documents			35

(ii)

TABLE OF CONTENTS
(Continued)

		Page
Exhibits and Schedules
Exhibit A	Legal Description
Exhibit B	California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(FREMONT/BUILDING #1)

     This LEASE AGREEMENT (FREMONT/BUILDING #1) (this “Lease”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and improvements on the Land from SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, (the “Prior Owner”) contemporaneously with the execution of this Lease.

     Pursuant to an existing lease dated as of March 25, 2003, originally between the Prior Owner, as lessor, and LRC, as lessee, (“LRC’s Prior Lease”) LRC is already in possession of the Land.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to continue to lease to LRC the Land and the Improvements, and by this Lease BNPPLC and LRC desire to evidence such agreement. As provided in the Closing Certificate, this Lease and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from

the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner or as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property.”

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and

include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term.

     (A) Scheduled Term. The term of this Lease (the “Term”) will commence on the Effective Date and will end on the first Business Day of January, 2015, unless extended as provided in subparagraph 1(B) or sooner terminated as expressly provided in other provisions of this Lease.

     (B) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such

Lease Agreement (Fremont/Building #1) — Page 3

extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B)

Lease Agreement (Fremont/Building #1) — Page 4

have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

          (a) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• the Collateral Percentage for such Base Rent Period (which

Lease Agreement (Fremont/Building #1) — Page 5

	is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge Agreement), times
•	the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times
•	the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by
•	three hundred sixty, plus

          (b) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty.

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Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% - 100%] x [1% + 4%]) x 30/360} =
$36,666

     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Arrangement Fee. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease LRC must pay BNPPLC an arrangement fee (the “Arrangement Fee”) as provided in the Closing Letter. The Arrangement Fee will represent Additional Rent for the first Base Rent Period.

     (E) Administrative Fees. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease and on the first Base Rent Date that follows each anniversary of the Effective Date prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (F) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (G) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

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4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

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     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to

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BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules

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Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the

Lease Agreement (Fremont/Building #1) — Page 11

Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay, reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to

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	the Term;
•	the enforcement of the Operative Documents;
•	the making or maintenance of Funding Advances;
•	the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or
•	any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the

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additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

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• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

               (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

               (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

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     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

• Losses that result from any Liens Removable by BNPPLC; or

• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement.

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from

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its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC.

               (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

               (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

               (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other

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Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, to the extent, if any, acquired by LRC (in whole or in part) with funds advanced by or on behalf of the Prior

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Owner (or any predecessor in interest to the Prior Owner with respect to any property covered by the Prior Lease) under or in connection with the Prior Lease (or any prior lease agreement amended and restated by the Prior Lease) or with other funds for which LRC received reimbursement from such funds advanced by or on behalf of the Prior Owner (or a predecessor in interest), all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of the Prior Owner and transferred by it to BNPPLC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental.

     (A) Environmental Covenants by LRC.

               (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

               (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

               (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

               (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to

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protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such breach, or (4) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to

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believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

          (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

          (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

          (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of

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the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (B) Property Insurance.

          (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

          (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has

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occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

          (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

          (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim

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which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

          (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

          (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in

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this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or less

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than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) restore or improve the Property or the remainder thereof to a condition that is safe and sightly and as near to the same condition as existed prior to such event as is possible and in any event to a value no less than the Lease Balance.

     (F) Takings of All or Substantially All of the Property. In the event of any taking of all or substantially all of the Property, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

10 Additional Representations, Warranties and Covenants of LRC Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a

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copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact on the value of the Property.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

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          (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

          (2) During the Term, so long as no Event of Default has occurred and is continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer,

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mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents, and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event

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be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

          (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

          (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

          (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

          (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

          (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

          (c) the sum of the following (“Lease Termination Damages”):

          1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves

Lease Agreement (Fremont/Building #1) — Page 30

could have been reasonably avoided;

          2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

          3) any other amount necessary to compensate BNPPLC for all the detriment proximately caused by the early termination of this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

          (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate ofthe Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to mean the sum of the Maximum Remarketing Obligation (Improvements) and the Maximum Remarketing Obligation (Land) (both as defined in the Purchase Agreement) and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

          (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in

Lease Agreement (Fremont/Building #1) — Page 31

effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

               (a) acts of maintenance or preservation or efforts to relet the Property;

               (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

               (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a nonjudicial sale to foreclose the deed of trust with power of sale, lien and security interest granted in Exhibit B (the “Deed of Trust”) for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a judicial foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC

Lease Agreement (Fremont/Building #1) — Page 32

will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all

Lease Agreement (Fremont/Building #1) — Page 33

Improvements in substantially the same condition as of the date the same were initially completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or

Lease Agreement (Fremont/Building #1) — Page 34

its employees or representatives, unless the disclosure is intentional and made for no reason other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials
having jurisdiction over BNPPLC or BNPPLC’s Parent (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

Lease Agreement (Fremont/Building #1) — Page 35

21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

Lease Agreement (Fremont/Building #1) — Page 36

     IN WITNESS WHEREOF, this Lease Agreement (Fremont/Building #1) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Lease Agreement (Fremont/Building #1) — Signature Page

[Continuation of signature pages for Lease Agreement (Fremont/Building #1) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Fremont/Building #1) — Signature Page

Exhibit A

Legal Description

BEING A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST NORTHEASTERLY CORNER OF SAID LOT 4;

THENCE FROM SAID POINT OF BEGINNING, ALONG THE EASTERLY AND SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING TWO COURSES:

SOUTH 0° 35’ 19” EAST, 646.04 FEET; AND
SOUTH 85° 58’ 33” WEST, 354.60 FEET;

THENCE LEAVING THE SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING THREE (3) COURSES:

NORTH 7° 11’ 33” WEST, 353.79 FEET;
NORTH 82° 48’ 27” WEST, 31.00 FEET; AND
NORTH 7° 11’ 33” WEST, 245.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE ON THE SOUTHERLY
LINE OF CUSHING PARKWAY, FROM WHICH POINT A RADIAL LINE BEARS NORTH 8° 37’ 08” WEST;

THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY AND SAID CURVE, THROUGH A CENTRAL ANGLE OF 7° 21’ 45”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 262.65 FEET;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 197.93 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-039-02

Exhibit B

California Deed of Trust With Power of Sale,
Lien and Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     For and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid and other good and valuable consideration, in order to secure the recovery of the Lease Balance by BNPPLC and the payment and performance of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), LRC does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to First American Title Insurance Company (in this Exhibit called the “Trustee”), IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land and all rights, titles and interests of any kind whatsoever of LRC in and to the Land, together with, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands

with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 2

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 3

Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 4

by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 5

such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

          (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

          (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

          (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

          (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

          (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

          (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

          (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

          (h) any and all statements of fact or other recitals made in any bill of sale or

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 6

assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

          (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 7

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 8

were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 9

immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Fremont/Building #1) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #1)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 21, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		2
Attorneys’ Fees		2
Banking Rules Change		3
Base Rent		3
Base Rent Date		3
Base Rent Period		3
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Closing Certificate		5
Closing Letter		5
Code		5
Collateral Percentage		5
Common Definitions and Provisions Agreement		5
Constituent Documents		5
Default		6
Default Rate		6
Designated Sale Date		6
Effective Date		7
Eligible Financial Institution		7
Environmental Laws		7
Environmental Losses		7
Environmental Report		8
ERISA		8
ERISA Affiliate		8
ERISA Termination Event		8
Escrowed Proceeds		8
Established Misconduct		9

	Page
Event of Default		10
Excluded Taxes		13
Fed Funds Rate		14
Funding Advances		14
GAAP		14
Hazardous Substance		15
Hazardous Substance Activity		15
Improvements		15
Indebtedness		16
Initial Advance		17
Interested Party		17
Land		18
Lease		18
Lease Balance		18
Lease Termination Damages		18
Liabilities		18
LIBID		19
LIBOR		19
LIBOR Election		20
LIBOR Period		21
Lien		21
Liens Removable by BNPPLC		21
Local Impositions		21
Losses		22
LRC		22
Minimum Insurance Requirements		22
Multiemployer Plan		22
Operative Documents		22
Participant		22
Participation Agreement		23
Permitted Encumbrances		23
Permitted Hazardous Substance Use		23
Permitted Hazardous Substances		24
Permitted Transfer		24
Person		25
Personal Property		25
Plan		25
Pledge Agreement		25
Prime Rate		25
Prior Owner		25
Property		25
Purchase Agreement		25
Purchase Option		25

TABLE OF CONTENTS
(Continued)

	Page
Qualified Affiliate		26
Qualified Income Payments		26
Qualified Prepayments		26
Real Property		27
Remedial Work		27
Rent		27
Responsible Financial Officer		27
Royal Bank of Scotland		27
Secured Spread		27
Subsidiary		27
Supplemental Payment		27
Supplemental Payment Obligation		27
Term		27
Transaction Expenses		27
Unfunded Benefit Liabilities		28
Unsecured Spread		28

ARTICLE II — SHARED PROVISIONS		28
1.	Notices	28
2.	Severability	30
3.	No Merger	30
4.	No Implied Waiver	30
5.	Entire and Only Agreements	31
6.	Binding Effect	31
7.	Time is of the Essence	31
8.	Governing Law	31
9.	Paragraph Headings	31
10.	Negotiated Documents	31
11.	Terms Not Expressly Defined in an Operative Document	31
12.	Other Terms and References	31
13.	Execution in Counterparts	32
14.	Not a Partnership, Etc	33
15.	No Fiduciary Relationship Intended	33

(iii)

TABLE OF CONTENTS
(Continued)

		Page
Annexes
Annex 22	LIBOR Election Form
Annex 23	Minimum Insurance Requirements

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #1)

     This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (FREMONT/BUILDING #1) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

     Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

     “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

     “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Administrative Fees” means the fees identified as such in subparagraph 3(E) of the Lease.

     “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

     “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

     “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

     “Arrangement Fee” has the meaning indicated in subparagraph 3(D) of the Lease.

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 2

     “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

     “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

     “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

     “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Effective Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

     (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

     (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

     (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 3

September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

     “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Effective Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

     (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

     (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

     1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2009, the third calendar month after January, 2009.

     2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2009.

     “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

     “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws of France, and any successors of such bank.

     “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

     (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 4

Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a Base Rent Period; or

     (2) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any Base Rent Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to LIBOR for the then current Base Rent Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

     “Break Even Price” has the meaning indicated in the Purchase Agreement.

     “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

     “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

     “Closing Certificate” means the Closing Certificate and Agreement (Fremont/Building #1) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals the

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 5

Lease Balance on the first day of such Base Rent Period. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

     “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

     “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

     “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

     “Designated Sale Date” means the earliest of:

     (1) the first Business Day of January, 2015; or

     (2) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 6

Day so designated; or

     (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing; or

• following any change in the zoning or other Applicable Laws affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

     “Effective Date” means December 21, 2007.

     “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

     “Environmental Laws” means any and all existing and future Applicable Laws pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous

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Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

     “Environmental Report” means the following report: November 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, of LAM Campus 4650, 4540, 4400 and 4300 Cushing Parkway Fremont, CA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

     “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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     “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

     “Established Misconduct” of a Person means, and is limited to:

     (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

     (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

In no event, however, will Established Misconduct include actions of any Person undertaken in

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good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

     “Event of Default” means any of the following:

     (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

     (B) LRC fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

     (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

     (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

     (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no such third party claim or criminal prosecution is instituted or overtly threatened, the period

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within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

     (F) LRC abandons any material part of the Property.

     (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

     (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

     (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

     (J) Any order, judgment or decree is entered in any proceedings against LRC or any

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of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

     (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

     (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

     (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

     (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

     (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or

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indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

     (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

     (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

     “Excluded Taxes” means:

     (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

     (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the Purchase Agreement or with respect to which the Purchase Agreement governs the

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distribution and allocation of sales proceeds; and

     (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

     (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

     (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

     (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC’s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

     “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a

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Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

     “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to maintain its investment in the Property.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

     “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or asserting jurisdiction over LRC or the Property.

     “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

     “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property, surface water, groundwater or any body of water under, in, into or onto the Property and any

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resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

     “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

     “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

     (A) Liabilities for borrowed money;

     (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

     (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

     (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

     (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

     (F) Liabilities arising under conditional sales or other title retention agreements;

     (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

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     (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

     (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

     (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

     (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

     (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

     “Initial Advance” means, collectively, all advances made by BNPPLC’s Parent (directly or through one or more of its Affiliates) or any Participants to or on behalf of BNPPLC on or

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prior to the Effective Date to cover the purchase price payable by BNPPLC to the Prior Owner for its interest in the Land and Improvements and other Property and to cover the cost to BNPPLC of certain Transaction Expenses and other amounts confirmed in the Closing Letter.

     “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein, (2) BNPPLC’s Parent, and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

     “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

     “Lease” means the Lease Agreement (Fremont/Building #1) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

Consistent with the recent independent appraisal obtained by LRC, the Lease Balance is allocated between the Land and the Improvements as follows: 31.964603% of the Lease Balance is attributable to the Land, and the remaining 68.035397% of the total Lease Balance is attributable to Improvements. However, such percentage allocations may be adjusted by reason of Qualified Prepayments as follows: If any damage or taking to Improvements results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Improvements. Similarly, if any taking by eminent domain of any portion of the Land results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Land. If both Land and Improvements are subject to a partial taking by eminent domain, then any resulting Qualified Prepayments will be allocated between the portion of the Lease Balance attributable to the Land and the portion attributable to

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 18

the Improvements in proportion to the adverse impact such taking has on the value of the Land and Improvements (respectively) which are covered by and subject to the Operative Documents immediately after the taking as compared to immediately before the taking. Finally, after the reduction of the Lease Balance by reason of any Qualified Prepayments described in this definition, the percentage allocations of the Lease Balance between Land and Improvements will be re-computed, with (i) the percentage of the Lease Balance allocated to the Improvements being equal to the remaining Lease Balance attributable to the Improvements, divided by the total Lease Balance, and (ii) the percentage of the Lease Balance allocated to the Land being equal to the remaining Lease Balance attributable to the Land, divided by the total Lease Balance.

     “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

     “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

     (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

     (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

     (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 19

     (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

     “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 20

• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

     “LIBOR Period” means any Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(3) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority, (G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 21

Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

     “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

     “LRC” means Lam Research Corporation, a Delaware corporation.

     “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

     “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

     “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

     “Operative Documents” means the following documents executed by LRC and

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 22

BNPPLC: (1) Closing Certificate, (2) the Lease, (3) the Pledge Agreement, (4) the Purchase Agreement, (5) this Common Definitions and Provisions Agreement, (6) the Closing Letter, (7) the Memorandum (Short Form) of Lease (Fremont/Building #1) dated as of the Effective Date, (8) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) dated as of the Effective Date, (9) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents, and (10) all Deposit Taker’s Agreement executed by LRC and BNPPLC as provided in the Pledge Agreement.

     “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, the only Participant is ABN AMRO BANK, N.V., which has been approved by LRC and is executing the Participation Agreement contemporaneously with the execution of the Operative Documents. LRC has also approved Royal Bank of Scotland as bank who may become a Participant. In addition to ABN AMRO BANK, N.V. and Royal Bank of Scotland, others Persons approved by LRC may from time to time agree with BNPPLC to share in the risks and rewards of the Operative Documents by executing supplements to the Participation Agreement. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial Institution. However, as to any prospective Participant (other than Royal Bank of Scotland) that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

     “Participation Agreement” means the Participation Agreement (Fremont/Building #1) between BNPPLC and ABN AMRO BANK, N.V. dated as of the Effective Date, pursuant to which ABN AMRO BANK, N.V. has agreed to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 23

     “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

     (1) exceed that reasonably required for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

     (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

     “Permitted Transfer” means any of the following:

     (1) any assignment or conveyance by BNPPLC requested by LRC or required by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

     (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

     (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 24

secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

     (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

     (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

     “Personal Property” has the meaning indicated on page 2 of the Lease.

     “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

     “Pledge Agreement” means the Pledge Agreement (Fremont/Building #1) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 25

described in this definition.

     “Prior Owner” means SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

     “Property” means the Personal Property and the Real Property, collectively.

     “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) dated as of the Effective Date between BNPPLC and LRC, as such agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Purchase Option” has the meaning indicated in the Purchase Agreement.

     “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

     “Qualified Income Payments” means: (A) Base Rent; (B) payments of the following made to BNPPLC to satisfy the Lease: the Arrangement Fee, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (C) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(G) of the Lease; and (D) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (C).

     “Qualified Prepayments” means any payments received by BNPPLC from time to time during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, or (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance and the Break Even Price):

     (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 26

     (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

     (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

     (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in Paragraph 9 of the Lease.

     “Real Property” has the meaning indicated on page 2 of the Lease.

     “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

     “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

     “Royal Bank of Scotland” means The Royal Bank of Scotland Group plc or any of its Affiliates.

     “Secured Spread” means forty basis points (40/100 of 1%).

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 27

     “Subsidiary” means, with respect to any Person, any Affiliate of which at least a majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

     “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

     “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

     “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

     “Transaction Expenses” means costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein.

     “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

     “Unsecured Spread” means one hundred basis points (1%).

ARTICLE II — SHARED PROVISIONS

     The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

     1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC to BNPPLC or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 28

     (i) All Rent and other amounts required to be paid by LRC to BNPPLC must be paid to BNPPLC in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP New York
/AC/ 0020-517000-070-78
/Ref/ Lam Research Corporation/Building #1 Lease

or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

     (ii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

Address of BNPPLC:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Telecopy: (972) 788-9140
Email: lloyd.cox@americas.bnpparibas.com

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 29

Address of LRC:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Telecopy: (512) 572-1586
Email: Roch.Leblanc@lamrc.com

with a copy to:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services

Telecopy: (510) 572-2876
Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

     2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

     3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 30

     4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

     5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

     6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

     7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

     8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

     9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

     10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 31

     11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

     12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 32

party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

     14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

     15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

Common Definitions and Provisions Agreement (Fremont/Building #1) — Page 33

     IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Fremont/Building #1) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Common Definitions and Provisions Agreement (Fremont/Building #1) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of December 21, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                              , 200      subject to a LIBOR Election of                                month(s).

     We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached AISO@ means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

3. Conditions Affecting All Insurance Required Herein.

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.

Annex 2 — Page 1

E.	Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.
	All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F.	Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.
G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. All deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk.

Annex 2 — Page 2

     4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

i.	Each Occurrence Limit	$	1,000,000
ii.	General Aggregate Limit	$	2,000,000
iii.	Product-Completed Operations Aggregate Limit	$	2,000,000
iv.	Personal and Advertising Injury Limit	$	1,000,000

D. Required Endorsements:

i.	Additional Insured.	status as required in 3.F., above.
ii.	[intentionally deleted]
iii.	[intentionally deleted]
iv.	Notice of Cancellation,
	Nonrenewal or
	Reduction in Coverage:	as required in 3.E., above.
v.	[intentionally deleted]
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

     5. Workers’ Compensation/Employer’s Liability Insurance.

A.	Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.
B.	Amount of Insurance: Coverage will be provided with a limit of not less than:

i.	Workers’ Compensation:	Statutory limits.
ii.	Employer’s Liability:	$1,000,000 each accident and each disease.

Annex 2 — Page 3

6. Umbrella/Excess Liability Insurance.

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover all Improvements and any equipment made or to be made a permanent part of the Property.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft and flood and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings, excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

i. All Risks of Direct Damage, Per Occurrence, except flood: $ 500,000

Annex 2 — Page 4

ii.	Delayed Opening Waiting Period:	15 Days
iii.	Flood, Per Occurrence:	$500,000 or excess of NFIP if in Flood Zone A

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. All property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.)

8. Evidence of Insurance.

A. Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent,

Annex 2 — Page 5

	must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.
B.	Form:

i.	All property insurance required herein will be evidenced by ACORD form 28, AEvidence of Property Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.
ii.	All liability insurance required herein will be evidenced by ACORD form 25, ACertificate of Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company.
iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words Aendeavor to@ and Abut failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives@ will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

Annex 2 — Page 6

D.	Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.
E.	Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.

Annex 2 — Page 7

EX-10.118

Exhibit 10.118

PLEDGE AGREEMENT
(FREMONT/BUILDING #1)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS
(Continued)

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Default		2
		Deposit Account		2
		Deposit Taker		2
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Event of Default		5
		Lien		6
		Minimum Collateral Value		6
		Other Liable Party		6
		Percentage		6
		Qualified Pledge		7
		Secured Obligations		7
		Transition Account		7
		UCC		7
		Value		7
	(B)	Other Definitions		7
2	Pledge and Grant of Security Interest			8
3	Provisions Concerning the Deposit Takers			8
	(A)	Deposit Taker Agreements		8
	(B)	Qualification of Deposit Takers Generally		9
	(C)	Substitutions for Disqualified Deposit Takers		9
	(D)	Other Voluntary Substitutions of Deposit Takers		9
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		9
	(F)	Replacement of Participants Proposed by LRC		10
	(G)	Constructive Possession of Collateral		10

(ii)

TABLE OF CONTENTS
(Continued)

			Page
	(H)	Attempted Setoff by Deposit Taker		11
4	Delivery and Maintenance of Collateral			11
	(A)	Delivery of Cash Collateral by LRC		11
	(B)	Transition Account		11
	(C)	Allocation of Cash Collateral Among Deposit Takers		12
	(D)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		12
	(E)	Acknowledgment by LRC that Requirements of this Agreement are		13
		Commercially Reasonable
5	Withdrawal of Collateral			13
	(A)	Withdrawal of Cash Collateral Prior to the Designated Sale Date		13
	(B)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		14
	(C)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		14
	(D)	No Other Right to Require or Make Withdrawals		14
	(E)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		14
6	Representations and Covenants of LRC			14
	(A)	Representations of LRC		15
	(B)	Covenants of LRC		15
7	Authorized Action by BNPPLC			17
8	Default and Remedies			17
	(A)	Remedies		17
	(B)	Recovery Not Limited		19
9	Miscellaneous			19
	(A)	Payments by LRC to BNPPLC		19
	(B)	Payments by BNPPLC to LRC		20
	(C)	Cumulative Rights, etc.		20
	(D)	Survival of Agreements		20
	(E)	Other Liable Party		20
	(F)	Termination		21

(iii)

PLEDGE AGREEMENT
(FREMONT/BUILDING #1)

     This PLEDGE AGREEMENT (FREMONT/BUILDING #1) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Lease Agreement (Fremont/Building #1) and an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) (as from time to time supplemented, amended or restated, the “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Lease, BNPPLC is leasing to LRC property described in the Lease, and pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Collateral, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any

Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit A, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed a Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any

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date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

     “Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) ABN Amro Bank, N.V. or any successor of ABN Amro Bank, N.V., acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (3) Royal Bank of Scotland or any successor of Royal Bank of Scotland, acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (4) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (5) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A- (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC

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shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

     “Event of Default” means the occurrence of any of the following:

     (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

     (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

     (c) the failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

     (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

     (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

     (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Cash Collateral held by BNPPLC or the Deposit Takers exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not

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constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation

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Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Purchase Agreement, including (i) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (ii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iii) any damages incurred by BNPPLC because of (A) LRC’s breach of the Purchase Agreement or (B) the rejection by LRC of the Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Transition Account” shall have the meaning given it in subparagraph 4(B).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Purchase Agreement and not otherwise defined herein or in the Common Definitions and

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Provisions Agreement, shall have the same meanings herein as they would have in the Purchase Agreement. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (b) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. On or prior to the Effective Date, BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, has satisfied the Deposit Taker Prerequisites. Without limiting the foregoing, BNPPLC Paribas and each Participant’s designated Deposit Taker has received a completed, executed Deposit Taker’s Agreement from

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LRC and BNPPLC and has executed and returned the same to LRC and BNPPLC. LRC acknowledges and agrees that (i) BNPPLC and any Participant may designate BNP Paribas or any other Eligible Deposit Taker as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall

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promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

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However, nothing in this subparagraph will be construed to permit or authorize any replacement by LRC of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Cash Collateral by LRC. On the Effective Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

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     (B) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be deposited directly into, and credited to and held by BNPPLC in, an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNPPLC and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (C) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit B.

     (D) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and

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may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(A)(4) or in subparagraph 5(B).

     (E) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal of Cash Collateral Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only

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to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit C. Otherwise, such notice must be in the form of Exhibit D.

     (5) No Default (under and as defined in this Agreement shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (B) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, and provided no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date (which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit E, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur.

     (C) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (D) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (E) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

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6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to

Pledge Agreement (Livermore/Parcel #1) — Page 15

enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

Pledge Agreement (Livermore/Parcel #1) — Page 16

     (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of

Pledge Agreement (Livermore/Parcel #1) — Page 17

Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest, regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and invest such monies or proceeds on behalf of LRC;

     (ii) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (iii) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

Pledge Agreement (Livermore/Parcel #1) — Page 18

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which

Pledge Agreement (Livermore/Parcel #1) — Page 19

will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street
	Chicago, Il 60603
ABA # (Domestic):	071000505
SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral — Livermore/Parcel 6)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the

Pledge Agreement (Livermore/Parcel #1) — Page 20

failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of LRC or any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of LRC or any Other Liable Party, or any other event or proceeding affecting LRC or any Other Liable Party.

     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

Pledge Agreement (Livermore/Parcel #1) — Page 21

     IN WITNESS WHEREOF, this Pledge Agreement (Fremont/Building #1) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Pledge Agreement (Fremont/Building #1) — Signature Page

[Continuation of signature pages for Pledge Agreement (Fremont/Building #1) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Fremont/Building #1) — Signature Page

Exhibit A
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(FREMONT/BUILDING #1)

     This Agreement (the “Agreement”), among                                          (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Fremont/Building #1) dated as of December 21, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of                     , 20___, and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account	Account
Type	Office	Number
Time Deposit	_________	_________

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the parties hereby agree that Deposit Taker shall not be liable for any action taken by it in

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 2

accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. Except for the direct damages specifically described in the preceding sentence, in no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for any other damages, including, without limitation, indirect, special, punitive or consequential damages. LRC and BNPPLC jointly and severally agree to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

     The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision,

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 3

if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement, the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and interpreted in accordance with, the laws of the state in which the account office identified above

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 4

is located without regard to conflict of laws provisions. Any action in connection with this Agreement shall be brought in the courts of the State of Illinois, located in Cook County, or the courts of the United States of America for the Northern District of Illinois; provided, however, that with respect to an action brought by BNPPLC to enforce its rights with respect to the Collateral, such action may be brought in the courts of the State of California, located in the County of Alameda, or the courts of the United States of America for the Northern District of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds, irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of said courts. Each party hereto intentionally, knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: (in its capacity as a Participant)] and as described in the Pledge Agreement. Deposit Taker may terminate this Agreement upon ten (10) days’ prior written notice to BNPPLC and LRC in the event of a material breach of this Agreement (including non-payment of any Charges or other obligations under this Agreement), and which constitutes an Event of Default as that term is defined in the Common Definitions and Provisions Agreement, by either LRC or BNPPLC. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 5

     Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker:
	Attn:
	Telecopy:
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586
	Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:
BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this ______ day of _______________, ______. [DEPOSIT TAKER]
By:
	Name:
	Title:

Exhibit A to Pledge Agreement (Fremont/Building #1) — Page 7

Exhibit B
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.	Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.
2.	The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A.	BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B.	Participant A (50%)		6,000,000
C.	Participant B (45%)		5,400,000
	TOTAL	$	12,000,000

3.	The initial Minimum Collateral Value was $12,000,000
4.	As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(A) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C.	Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
	TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C.	Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D.	Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
	TOTAL	$	12,000,000

Exhibit C
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[                                   ,                ]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #1) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #1) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit C to Pledge Agreement (Fremont/Building #1) — Page 2

Exhibit D
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[                                   ,                ]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #1) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #1) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

____________________________ Dollars ($__________)

on the following date:

__________, ____

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

____________________________ Dollars ($__________).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit D to Pledge Agreement (Fremont/Building #1) — Page 2

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[_________, _____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #1) dated as of December 21, 2007
between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #1) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

____________________________ Dollars ($__________)

on the following date (which, LRC acknowledges, must be the Designated Sale Date):

__________, ____

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit E to Pledge Agreement (Fremont/Building #1) — Page 2

EX-10.119

Exhibit 10.119

CLOSING CERTIFICATE
AND AGREEMENT
(FREMONT/BUILDING #1)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property			2
	(A)	Prior Inspections and Investigations Concerning the Property		2
	(B)	Title		2
	(C)	Title Insurance		2
	(D)	Condition of the Property		2
	(E)	Environmental Representations		3
	(F)	Cooperation by LRC and its Affiliates		3
	(G)	Compliance with Covenants and Laws		4
2	Representations and Covenants by LRC			4
	(A)	Concerning LRC and the Operative Documents		4
		(1)	Entity Status	4
		(2)	Authority	4
		(3)	Solvency	5
		(4)	Financial Reports	5
		(5)	Pending Legal Proceedings	5
		(6)	No Default or Violation	5
		(7)	Use of Proceeds	6
		(8)	Enforceability	6
		(9)	Pari Passu	6
		(10)	Conduct of Business and Maintenance of Existence	6
		(11)	Investment Company Act, etc.	6
		(12)	Not a Foreign Person	6
		(13)	ERISA	7
		(14)	Compliance With Laws	7
		(15)	Payment of Taxes Generally	7
		(16)	Maintenance of Insurance Generally	8
		(17)	Franchises, Licenses, etc.	8
		(18)	Labor	8
		(19)	Title to Properties Generally	8
		(20)	Books and Records	8
		(21)	Visitation, Inspection, Etc.	8
	(B)	Further Assurances		9
	(C)	OFAC		9
	(D)	Financial Statements; Required Notices; Certificates		9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements		11
	(F)	U.S. Patriot Act		11
	(G)	Omissions		12
3	Financial Covenants and Negative Covenants of LRC			12
	(A)	Financial Covenant — Minimum Liquidity		12
	(B)	Negative Covenants		12
		(2)	Change in Nature of Business	12

TABLE OF CONTENTS
(Continued)

				Page
		(3)	Sales, Etc. of Assets	12
		(4)	Multiemployer ERISA Plans	13
		(5)	Prohibited ERISA Transaction	13
4	Limited Representations and Covenants of BNPPLC			13
	(A)	Concerning Accounting Matters		13
	(B)	Other Limited Representations		16
		(1)	Entity Status	16
		(2)	Authority	16
		(3)	Solvency	16
		(4)	Pending Legal Proceedings	17
		(5)	No Default or Violation	17
		(6)	Enforceability	17
		(7)	Conduct of Business and Maintenance of Existence	17
		(8)	Not a Foreign Person	17
	(C)	Modifications of the Participation Agreement		18
	(D)	No Implied Representations or Promises by BNPPLC		18
5	Usury Savings Provision			18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement			19
7	Waiver of Jury Trial			19
8	Amendment, Restatement and Replacement of the Prior Lease			19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

(ii)

CLOSING CERTIFICATE AND AGREEMENT
(FREMONT/BUILDING #1)

     This CLOSING CERTIFICATE AND AGREEMENT (FREMONT/BUILDING #1) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A, and at the request of LRC BNPPLC is acquiring the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #1) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than amount of the Initial Advance, in form and substance satisfactory to BNPPLC (including comprehensive, survey, variable rate, access, and such other endorsements as may be requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown on the plat included as part of the ALTA/ACSM Land Title Survey of 4300 Cushing Parkway and 4400 Cushing Parkway, dated March, 2003, prepared by Kier & Wright Civil Engineers & Surveyors, Inc., Job No. 88353-22, certified to Lam Research Corporation and others by Jimmy R. Vigil, LS 6256, on March 20, 2003 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the

use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. The Property and use thereof permitted by the Lease comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such uses of the Property. The Improvements are useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of

Closing Certificate and Agreement (Fremont/Building #1) — Page 3

adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The use of the Property permitted by the Lease complies, or will comply after LRC obtains readily available permits ( as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and

Closing Certificate and Agreement (Fremont/Building #1) — Page 4

qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or

Closing Certificate and Agreement (Fremont/Building #1) — Page 5

encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined

Closing Certificate and Agreement (Fremont/Building #1) — Page 6

in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

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     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account, containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in

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which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the

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corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

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     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges

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that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole, as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related

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transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as

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targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;

• “fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);

• with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective

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Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to

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provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated , validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any

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other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any

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evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) Modifications of the Participation Agreement. So long as no Event of Default has occurred and is continuing, BNPPLC will not (without LRC’s prior approval) agree with Participants to amend the definitions of “Majority” or “Major Stakeholder” in the Participation Agreement or subparagraph 6(A) of the Participation Agreement; provided, however, this provision will not be construed to preclude or limit BNPPLC’s right to make any agreement with one or more Participants to take any action, or refrain from taking any action, not otherwise prohibited by the Operative Documents and permitted by the Participation Agreement.

     (D) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such

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excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

Closing Certificate and Agreement (Fremont/Building #1) — Page 19

8 Amendment, Restatement and Replacement of the Prior Lease. This Agreement and the other Operative Documents, collectively, are intended to amend, restate and replace entirely the Prior Lease with respect to the Property. Without limiting the rights and obligations of LRC under the Operative Documents, LRC acknowledges that any and all rights and interests it has under the Prior Lease, or otherwise, in and to the Land, the improvements to the Land and any other property included in the Property (except under the Operative Documents) are superseded by the Operative Documents and that BNPPLC will have no liability under the Prior Lease for any default or breach thereof by the Prior Owner or otherwise.

[The signature pages follow.]

Closing Certificate and Agreement (Fremont/Building #1) — Page 20

     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Fremont/Building #1) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #1) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #1) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Closing Certificate and Agreement(Fremont/Building #1) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #1) dated as of December 21, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #1) — Signature Page

Exhibit A

Legal Description

BEING A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST NORTHEASTERLY CORNER OF SAID LOT 4;

THENCE FROM SAID POINT OF BEGINNING, ALONG THE EASTERLY AND SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING TWO COURSES:

SOUTH 0° 35’ 19” EAST, 646.04 FEET; AND
SOUTH 85° 58’ 33” WEST, 354.60 FEET;

THENCE LEAVING THE SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING THREE (3) COURSES:

NORTH 7° 11’ 33” WEST, 353.79 FEET;
NORTH 82° 48’ 27” WEST, 31.00 FEET; AND
NORTH 7° 11’ 33” WEST, 245.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE ON THE SOUTHERLY LINE OF CUSHING PARKWAY, FROM WHICH POINT A RADIAL LINE BEARS NORTH 8° 37’ 08” WEST;

THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY AND SAID CURVE, THROUGH A CENTRAL ANGLE OF 7° 21’ 45”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 262.65 FEET;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 197.93 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-039-02

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. An easement for THE PRODUCTION, STORAGE AND TRANSPORTATION OF OIL, GAS AND OTHER HYDROCARBONS AND MINERALS and incidental purposes, recorded APRIL 21, 1950 as SERIES NO. AE-34804 IN BOOK 6085, PAGE 589 of Official Records.

In Favor of:	H. HERBST, M. HERBST AND H. D. HERBST
Affects:	THE EXACT LOCATION OF SAID EASEMENT IS NOT DEFINED OF RECORD

     3. Covenants, conditions, restrictions and easements in the document recorded JULY 5, 1983 as SERIES NO. 83-117850 of Official Records, which provide that a violation thereof shall notdefeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

The effect of a document entitled “QUITCLAIM DEED”, recorded NOVEMBER 14, 1985 as SERIES NO. 85-244636 of Official Records.

     4. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     5. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national

origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded DECEMBER 18, 1990 as SERIES NO. 90-329797 of Official Records.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

FROM:	NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     6. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

FROM:	NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     7. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178017 of Official Records.

In Favor of:
Affects: CITY OF FREMONT, A MUNICIPAL CORPORATION
A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     8. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF

Exhibit B to Closing Certificate and Agreement (Fremont/Building #1) — Page 2

CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID ROADWAY AND PUBLIC UTILITIES, AND APPURTENANCES THERETO and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. NO. 83-178018 of Official Records. In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

Affects: A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     9. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     10. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES
For:	LANDSCAPE and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	STREET and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.

Exhibit B to Closing Certificate and Agreement (Fremont/Building #1) — Page 3

For:
Affects: PRIVATE STORM DRAIN and incidental purposes.
SOUTHERLY PORTION OF THE PREMISES.

Exhibit B to Closing Certificate and Agreement (Fremont/Building #1) — Page 4

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Fremont/Building #1) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this                      day of                     , 20    .

[INSERT SIGNATURE BLOCK FOR A
RESPONSIBLE FINANCIAL OFFICER]

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Fremont/Building #1) dated as of December 21, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

     Executed this                      day of                     , 20     .

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Exhibit D to Closing Certificate and Agreement (Fremont/Building #1) — Page 2

EX-10.120

Exhibit 10.120

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #1)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Applicable Purchaser”			2
	“BNPPLC’s Actual Out of Pocket Costs”			2
	“Break Even Price”			3
	“Break Even Price (Improvements)”			3
	“Break Even Price (Land)”			3
	“Committed Price”			3
	“Conditions to LRC’s Initial Remarketing Rights”			3
	“Cutoff Date”			3
	“Decision Not to Sell at a Loss”			4
	“Deemed Sale”			4
	“DSD Sales Proceeds (Improvements)”			4
	“DSD Sales Proceeds (Land)”			4
	“Extended Remarketing Period”			4
	“Fair Market Value”			4
	“Final Sale Date”			4
	“Improvements Value Percentage”			5
	“Initial Remarketing Notice”			5
	“Initial Remarketing Price”			5
	“Land Value Percentage”			5
	“Lease Balance”			5
	“LRC’s Extended Remarketing Right”			5
	“LRC’s Initial Remarketing Rights”			6
	“Make Whole Amount”			6
	“Maximum Remarketing Obligation (Improvements)”			6
	“Maximum Remarketing Obligation (Land)”			6
	“Notice of Sale”			6
	“Proposed Sale”			6
	“Proposed Sale Date”			6
	“Purchase Option”			6
	“Put Option”			6
	“Qualified Sale”			7
	“Sale Closing Documents”			7
	“Supplemental Payment”			7
	“Supplemental Payment Obligation”			7
	“Valuation Procedures”			7
2	LRC’s Options and Obligations on the Designated Sale Date			7
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		7
	(B)	Designation of the Purchaser		10
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		10

TABLE OF CONTENTS
(Continued)

			Page
	(D)	Security for LRC’s Purchase Option		10
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			11
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		11
	(B)	LRC’s Extended Right to Remarket		11
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		12
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		12
4	Transfers By BNPPLC After the Designated Sale Date			13
	(A)	BNPPLC’s Right to Sell		13
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		13
	(C)	Release and Quitclaim by LRC		13
	(D)	Easements and Other Transfers in the Ordinary Course of Business		14
5	Terms of Conveyance Upon Purchase			14
	(A)	Tender of Sale Closing Documents		14
	(B)	Delivery of Escrowed Proceeds		15
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			15
	(A)	Status of this Agreement Generally		15
	(B)	Automatic Termination of LRC’s Rights		15
	(C)	Payment Only to BNPPLC		16
	(D)	Preferences and Voidable Transfers		16
	(E)	Remedies Under the Other Operative Documents		16
7	Certain Remedies Cumulative			16
8	Attorneys’ Fees and Legal Expenses			16
9	Recording Memorandum			17
10	Successors and Assigns			17

(ii)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules
Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary’s Certificate
Exhibit G	FIRPTA Statement

(iii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #1)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (FREMONT/BUILDING #1) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #1) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #1) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease.)

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

“97-1/Default (100%)” means a Default that consists of or results from:

     (A) a failure of LRC to make any payment required by any Operative Document, including any payment of Base Rent required by the Lease or any Supplemental Payment required by this Agreement on the Designated Sale Date;

     (B) any Hazardous Substance Activities occurring prior to the Cutoff Date;

     (C) any failure of LRC on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease;

     (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Lease;

     (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate; or

     (F) any bankruptcy or insolvency proceeding involving LRC or any of its Subsidiaries, as the debtor.

Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

“Break Even Price” means an amount equal to:

• the Lease Balance, plus

• BNPPLC’s Actual Out of Pocket Costs.

“Break Even Price (Improvements)” means an amount equal to:

• the portion of the Lease Balance attributable to the Improvements (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus

• the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Improvements Value Percentage.

“Break Even Price (Land)” means an amount equal to:

• the portion of the Lease Balance attributable to the Land (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus

• the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Land Value Percentage.

“Committed Price” has the meaning indicated in subparagraph 3(B)(3).

“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).

“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 3

Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.

“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.

“Deemed Sale” has the meaning indicated in subparagraph 3(C).

“DSD Sales Proceeds (Improvements)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Improvements. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Improvements Value Percentage.

“DSD Sales Proceeds (Land)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Land. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Land Value Percentage.

“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.

“Fair Market Value” has the meaning indicated in Exhibit B.

“Final Sale Date” means the earlier of:

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 4

• the second anniversary of the Designated Sale Date, which will be the date of a Deemed Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.

“Improvements Value Percentage” means a percentage determined as follows:

     (1) Unless a different percentage is determined using the Valuation Procedures prior to the Designated Sale Date as provided below, such percentage will equal the quotient computed by dividing the portion of the Lease Balance attributable to the Improvements by the total Lease Balance.

     (2) Prior to the Designated Sale Date, either party (LRC or BNPPLC) may elect to have such percentage determined using the Valuation Procedures, subject to the condition that the party making the election must give notice thereof to the other party no earlier than nine months prior to, and no later than six months prior to, the Designated Sale Date. Following such an election and the allocation of the Property’s value between Improvements and Land using the Valuation Procedures, the Improvements Value Percentage will equal the percentage of the Property’s value allocated to the Improvements, rather than to the Land, as described in Valuation Procedures.

“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.

“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.

“Land Value Percentage” means a percentage equal to the difference computed by subtracting the Improvements Value Percentage from 100%.

“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.

“LRC’s Extended Remarketing Right” has the meaning indicated in

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subparagraph 3(B).

“LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2).

“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date, together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) the amount, but not less than zero, by which (i) all Local Impositions, insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.

“Maximum Remarketing Obligation (Improvements)” means a dollar amount equal to 80.230748% of the portion of the Lease Balance attributable to the Improvements.

“Maximum Remarketing Obligation (Land)” means a dollar amount equal to 100.000000% of the portion of the Lease Balance attributable to the Land.

“Notice of Sale” has the meaning indicated in subparagraph 3(B)(3).

“Proposed Sale” has the meaning indicated in subparagraph 3(B).

“Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(3).

“Purchase Option” has the meaning indicated in subparagraph 2(A)(1).

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“Put Option” has the meaning indicated in subparagraph 3(A).

“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:

• results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or

• is approved in advance as a Qualified Sale by LRC; or

• is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (3) of subparagraph 3(D), to reimburse to LRC the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC; or
(b)	90% of the Fair Market Value of the Property.

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination is required by this Agreement of (i) the Fair Market Value of the Property or (ii) the allocation of the Property’s value between Land and Improvements.

2 LRC’s Options and Obligations on the Designated Sale Date.

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     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent and other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that:

     (i) either LRC or BNPPLC must have made the election described in clause (2) of the definition of Improvements Value Percentage above to have the Improvements Value Percentage determined using the Valuation Procedures;

     (ii) LRC must deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date;

     (iii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price; and

     (iv) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent and other amounts then due under the other Operative Documents.

Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights, if the Break Even Price exceeds the sum of the following: (1) any cash price that is actually tendered directly to BNPPLC by the Applicable

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Purchaser on the Designated Sale Date and that BNPPLC will not be required to pay over to LRC because of the next subparagraph 2(A)(2)(b), and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date, then (1) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Improvements) exceeds the Break Even Price (Improvements); and (2) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Land) exceeds the Break Even Price (Land).

     (3) LRC must pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) if for any reason whatsoever: (i) BNPPLC sells the Property pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), but does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) on the Designated Sale Date that equals or exceeds the sum of (A) the Break Even Price, plus (B) all payments, if any, required of BNPPLC by the preceding subparagraph 2(A)(2)(b); or (ii) BNPPLC does not sell the Property on the Designated Sale Date pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a). If BNPPLC sells the Property to LRC or one of its Affiliates pursuant to subparagraph 2(A)(1), LRC will pay BNPPLC’s Actual Out of Pocket Costs, if any. If, however, BNPPLC does not sell the Property pursuant to subparagraph 2(A)(1), the required Supplemental Payment will equal the sum of the following:

     (a) the lesser of (i) the amount by which the Break Even Price (Improvements) exceeds any DSD Sale Proceeds (Improvements) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Improvements); plus

     (b) the lesser of (i) the amount by which the Break Even Price (Land) exceeds any DSD Sale Proceeds (Land) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Land).

Without limiting the generality of the foregoing, LRC will have the obligation to make a Supplemental Payment (the “Supplemental Payment Obligation”) even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise,

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or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC, together with all other files, documents and permits of LRC (including any subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease if neither LRC nor any Affiliate or other Applicable Purchaser purchases the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable

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state law as applied to the Operative Documents, the equitable owner of the Property and the borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

      (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97-1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

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     (1) BNPPLC has not exercised the Put Option as provided in subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(B) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (4) The Committed Price must be no less than the Make Whole Amount, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

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     (3) third, to pay to BNPPLC an amount equal to the difference computed by subtracting any Supplemental Payment previously paid by LRC to BNPPLC from the Lease Balance;

     (4) fourth, to reimburse LRC for any such Supplemental Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such Supplemental Payment to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (3) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale (or deemed to be received in connection with a Deemed Sale), no interest on any Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property, and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

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     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after any Qualified Sale, LRC must execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property, including its lien rights under subparagraph 2(D). If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by

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this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any time before thirty days after receipt of a demand for such cure from LRC.

     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (B) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of

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any Supplemental Payment required by subparagraph 2(A)(3) on the Designated Sale Date, then the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. No termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any amounts due from LRC pursuant to any of the other Operative Documents and its right to exercise the Put Option.

     (C) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (D) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (E) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other

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party’s agreements hereunder.

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph 2(D) above.

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Signature Page

Exhibit A

Legal Description

BEING A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST NORTHEASTERLY CORNER OF SAID LOT 4;

THENCE FROM SAID POINT OF BEGINNING, ALONG THE EASTERLY AND SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING TWO COURSES:

SOUTH 0° 35’ 19” EAST, 646.04 FEET; AND

SOUTH 85° 58’ 33” WEST, 354.60 FEET;

THENCE LEAVING THE SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING THREE (3) COURSES:

NORTH 7° 11’ 33” WEST, 353.79 FEET;

NORTH 82° 48’ 27” WEST, 31.00 FEET; AND

NORTH 7° 11’ 33” WEST, 245.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE ON THE SOUTHERLY LINE OF CUSHING PARKWAY, FROM WHICH POINT A RADIAL LINE BEARS NORTH 8° 37’ 08” WEST;

THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY AND SAID CURVE, THROUGH A CENTRAL ANGLE OF 7° 21’ 45”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 262.65 FEET;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 197.93 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-039-02

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     This Exhibit also explains the procedures to be used to allocate the Property’s value between the Land and the Improvements if such an allocation is required because of an election made by LRC or BNPPLC as described in the definition of “DSD Sales Proceeds (Improvements)” in the body of this Agreement

     If any determination of Fair Market Value or allocation of value between Land and Improvements is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value or such allocation (as the case may be, the “Applicable Determination”) without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the Applicable Determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. In the case of any required determination of the Fair Market Value of the Property, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     “Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a

“Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

In the case of any required allocation of the Property’s value between Land and Improvements, all appraisers or others involved in the allocation will be given the following instruction:

     The allocation of the Property’s value between Land and Improvements will be made as follows: First, a determination of the Fair Market Value of the Property, taken as a whole, will be made using the definition of Fair Market Value set out above. Second, a determination will be made of the probable net cash price for which the Land would sell if it were unimproved (and assuming that there is no higher and better use for it than as a site for improvements of comparable size and utility to the Improvements) after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress (the “Land Value”). Next, the Land Value will be subtracted from the Fair Market Value of the Property to determine the “Improvements Value” (herein so called). The percentage of the Property’s value allocable to Improvements will equal the quotient computed by dividing the Improvements Value by the Fair Market Value of the Property. The percentage of the Property’s value allocated to the Land will equal the quotient computed by dividing the Land Value by the Fair Market Value of the Property.

In addition, just as the appraisers or others making the allocation will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of the Fair Market Value of the Property, taken as a whole, so too will they be instructed to make that assumption when calculating Land Value.

¹ If, however, the use of the Property by BNPPLC or any tenant under any Replacement Lease after LRC vacated the Property has resulted in excess wear and tear, such excess wear and tear will be assumed not to have occurred for purposes of determining Fair Market Value.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon any Applicable Determination as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Applicable Determination (an “Appraiser’s Agreement”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement as to any required Applicable Determination. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the Applicable Determination. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

     (b) If, despite the delivery of the promises described in the preceding subsection, the two appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 3

relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Applicable Determination, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify any Applicable Determination that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Applicable Determination thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. The expense of the appraisers and any officer of the California Bar Association who participates in the appraisal process described above will be paid by BNPPLC, but included in BNPPLC’s Actual Out of Pocket Costs for purposes of this Agreement.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a)) to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 4

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 5

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:            [LRC or the Applicable Purchaser]
ADDRESS:       ______________________
ATTN:              ______________________
CITY:                ______________________
STATE:            ______________________
Zip:                   ______________________

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of ________, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF _____________

COUNTY OF ___________ )
)
)
SS

On ___________, 20___, before me _________________________________, a Notary Public in and for the County and State aforesaid, personally appeared _______________________________________________, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 3

[Continuation of signature pages to Deed dated to be effective as of ___________, 20___.]

[LRC or the Applicable Purchaser]

By:
	Name:
	Title:

STATE OF _____________

COUNTY OF ___________ )
)
)
SS

On ______________, 20___, before me _____________________, a Notary Public in and for the County and State aforesaid, personally appeared ______________________________, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

BEING A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST NORTHEASTERLY CORNER OF SAID LOT 4;

THENCE FROM SAID POINT OF BEGINNING, ALONG THE EASTERLY AND SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING TWO COURSES:

SOUTH 0° 35’ 19” EAST, 646.04 FEET; AND

SOUTH 85° 58’ 33” WEST, 354.60 FEET;

THENCE LEAVING THE SOUTHERLY LINE OF SAID LOT 4, THE FOLLOWING THREE (3) COURSES:

NORTH 7° 11’ 33” WEST, 353.79 FEET;

NORTH 82° 48’ 27” WEST, 31.00 FEET; AND

NORTH 7° 11’ 33” WEST, 245.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE ON THE SOUTHERLY LINE OF CUSHING PARKWAY, FROM WHICH POINT A RADIAL LINE BEARS NORTH 8° 37’ 08” WEST;

THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY AND SAID CURVE, THROUGH A CENTRAL ANGLE OF 7° 21’ 45”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 262.65 FEET;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY,

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 5

NORTH 82° 48’ 27” EAST, 197.93 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-039-02

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 6

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. An easement for THE PRODUCTION, STORAGE AND TRANSPORTATION OF OIL, GAS AND OTHER HYDROCARBONS AND MINERALS and incidental purposes, recorded APRIL 21, 1950 as SERIES NO. AE-34804 IN BOOK 6085, PAGE 589 of Official Records.

In Favor of:	H. HERBST, M. HERBST AND H. D. HERBST
Affects:	THE EXACT LOCATION OF SAID EASEMENT IS NOT DEFINED OF RECORD

     3. Covenants, conditions, restrictions and easements in the document recorded JULY 5, 1983 as SERIES NO. 83-117850 of Official Records, which provide that a violation thereof shall notdefeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 7

or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

The effect of a document entitled “QUITCLAIM DEED”, recorded NOVEMBER 14, 1985 as SERIES NO. 85-244636 of Official Records.

     4. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     5. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded DECEMBER 18, 1990 as SERIES NO. 90-329797 of Official Records.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

FROM:	NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     6. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 8

Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

FROM:	NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     7. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178017 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     8. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID ROADWAY AND PUBLIC UTILITIES, AND APPURTENANCES THERETO and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. NO. 83-178018 of Official Records. In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

Affects: A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     9. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 9

93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     10. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES
For:	LANDSCAPE and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	STREET and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	PRIVATE STORM DRAIN and incidental purposes.
Affects:	SOUTHERLY PORTION OF THE PREMISES.

     11. [INSERT REFERENCE TO LEASE, AS AMENDED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 10

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) dated as of December 21, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Fremont/Building #1) dated as of December 21, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #1) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a _____________ (“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Lease, whether such rights are presently known or unknown, including rights of the Assignor to be indemnified

against environmental claims of third parties as provided in the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any of Assignor’s Affiliates or any Participants, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of ______________, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF _____________

COUNTY OF ___________ )
)
)
SS

On _________, 20___, before me _____________________________________________, a Notary Public in and for the County and State aforesaid, personally appeared ___________________________________________________, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of _____________, 20__.]

[LRC or the Applicable Purchaser]

By:
	Name:
	Title:

STATE OF _____________

COUNTY OF ___________ )
)
)
SS

On _________________, 20___, before me _____________________________________________, a Notary Public in and for the County and State aforesaid, personally appeared _____________________________________________, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

     THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of _____________________________, _____, by [LRC or the Applicable Purchaser], a _______________ (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, “Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Fremont/Building #1) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 21, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of _____________, 20___.

[LRC or the Applicable Purchaser]

By:
	Name:
	Title:

STATE OF _____________

COUNTY OF ___________ )
)
)
SS

On ___________, 20___, before me _________________________________, a Notary Public in and for the County and State aforesaid, personally appeared _______________________________________, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this             , day of                                         , 20   .

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #1) (herein called the “Purchase Agreement”) dated as of December 21, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in _________, California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #1) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3. Transferor’s U.S. employer identification number is 75-2252918; and

4. Transferor’s office address is:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated: _______________, 20___.

Lloyd G. Cox, Managing Director of Transferor 

EX-10.121

Exhibit 10.121

LEASE AGREEMENT
(FREMONT/BUILDING #2)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND
BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Term				3
	(A)	Scheduled Term			3
	(B)	Extension of the Term			3
2	Use and Condition of the Property				4
	(A)	Use			4
	(B)	Condition of the Property			4
	(C)	Consideration for and Scope of Waiver			5
3	Rent				5
	(A)	Base Rent Generally			5
	(B)	Calculation of and Due Dates for Base Rent			5
		(1)	Determination of Payment Due Dates Generally		5
		(2)	Special Adjustments to Base Rent Payment Dates and Periods		5
		(3)	Base Rent Formula		5
	(C)	Additional Rent			7
	(D)	Arrangement Fee			7
	(E)	Administrative Fees			7
	(F)	No Demand or Setoff			7
	(G)	Default Interest and Order of Application			7
4	Nature of this Agreement				7
	(A)	“Net” Lease Generally			7
	(B)	No Termination			8
	(C)	Characterization of this Lease			8
5	Payment of Executory Costs and Losses Related to the Property				10
	(A)	Local Impositions			10
	(B)	Increased Costs; Capital Adequacy Charges			10
	(C)	LRC’s Payment of Other Losses; General Indemnification			12
	(D)	Exceptions and Qualifications to Indemnities			15
	(E)	Collection on Behalf of Participants			18
6	Items Included in the Property				18
7	Environmental				19
	(A)	Environmental Covenants by LRC			19
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC			19
	(C)	Environmental Inspections and Reviews			20
	(D)	Communications Regarding Environmental Matters			20
8	Insurance Required and Condemnation				21
	(A)	Liability Insurance			21
	(B)	Property Insurance			22
	(C)	Failure to Obtain Insurance			22
	(D)	Condemnation			23
	(E)	Waiver of Subrogation			23
9	Application of Insurance and Condemnation Proceeds				23
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally			23

TABLE OF CONTENTS
(Continued)

			Page
	(B)	Advances of Escrowed Proceeds to LRC		24
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		25
	(E)	LRC’s Obligation to Restore		25
	(F)	Takings of All or Substantially All of the Property		25
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			26
	(A)	Operation and Maintenance		26
	(B)	Debts for Construction, Maintenance, Operation or Development		26
	(C)	Repair, Maintenance, Alterations and Additions		26
	(D)	Permitted Encumbrances		27
	(E)	Books and Records Concerning the Property		27
11	Assignment and Subletting by LRC			27
	(A)	BNPPLC’s Consent Required		27
	(B)	Standard for BNPPLC’s Consent to Assignments and Certain Other Matters		28
	(C)	Consent Not a Waiver		28
12	Assignment by BNPPLC			28
	(A)	Restrictions on Transfers		28
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		29
13	BNPPLC’s Right to Enter and to Perform for LRC			29
	(A)	Right to Enter		29
	(B)	Performance for LRC		29
14	Remedies			29
	(A)	Traditional Lease Remedies		29
	(B)	Foreclosure Remedies		32
	(C)	Enforceability		32
	(D)	Remedies Cumulative		32
15	Default by BNPPLC			33
16	Quiet Enjoyment			33
17	Surrender Upon Termination			33
18	Holding Over by LRC			33
19	Proprietary Information and Confidentiality			34
	(A)	Proprietary Information		34
	(B)	Confidentiality		34
20	Recording Memorandum			35
21	Independent Obligations Evidenced by Other Operative Documents			35

(ii)

TABLE OF CONTENTS
(Continued)

		Page
Exhibits and Schedules
Exhibit A	Legal Description
Exhibit B	California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(FREMONT/BUILDING #2)

     This LEASE AGREEMENT (FREMONT/BUILDING #2) (this “Lease”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and improvements on the Land from SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, (the “Prior Owner”) contemporaneously with the execution of this Lease.

     Pursuant to an existing lease dated as of March 25, 2003, originally between the Prior Owner, as lessor, and LRC, as lessee, (“LRC’s Prior Lease”) LRC is already in possession of the Land.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to continue to lease to LRC the Land and the Improvements, and by this Lease BNPPLC and LRC desire to evidence such agreement. As provided in the Closing Certificate, this Lease and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from the Prior

Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner or as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property.”

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject

only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term.

     (A) Scheduled Term. The term of this Lease (the “Term”) will commence on the Effective Date and will end on the first Business Day of January, 2015, unless extended as provided in subparagraph 1(B) or sooner terminated as expressly provided in other provisions of this Lease.

     (B) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have

Lease Agreement (Fremont/Building #2) — Page 3

sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B) have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this

Lease Agreement (Fremont/Building #2) — Page 4

Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

     (a) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge Agreement), times

Lease Agreement (Fremont/Building #2) — Page 5

• the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty, plus

     (b) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty.

Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% - 100%] x [1% + 4%]) x 30/360} =
$36,666

Lease Agreement (Fremont/Building #2) — Page 6

     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Arrangement Fee. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease LRC must pay BNPPLC an arrangement fee (the “Arrangement Fee”) as provided in the Closing Letter. The Arrangement Fee will represent Additional Rent for the first Base Rent Period.

     (E) Administrative Fees. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease and on the first Base Rent Date that follows each anniversary of the Effective Date prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (F) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (G) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will

Lease Agreement (Fremont/Building #2) — Page 7

not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights,

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titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested

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by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence

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of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

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     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay, reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to the Term;

• the enforcement of the Operative Documents;

• the making or maintenance of Funding Advances;

• the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or

• any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any

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cause whatsoever.

LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if

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insurance obtained by LRC or required of LRC by this Lease or the other Operative Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf

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of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

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• Losses that result from any Liens Removable by BNPPLC; or

• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement.

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC.

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any

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Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results

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in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, to the extent, if any, acquired by LRC (in whole or in part) with funds advanced by or on behalf of the Prior Owner (or any predecessor in interest to the Prior Owner with respect to any property covered by the Prior Lease) under or in connection with the Prior Lease (or any prior lease agreement amended and restated by the Prior Lease) or with other funds for which LRC received reimbursement from such funds advanced by or on behalf of the Prior Owner (or a predecessor in interest), all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of the Prior Owner and transferred by it to BNPPLC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

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7 Environmental.

     (A) Environmental Covenants by LRC.

     (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

     (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

     (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

     (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC

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(including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such breach, or (4) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous

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Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written

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confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (B) Property Insurance.

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the

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circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or

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development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then

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current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or less than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) restore or improve the Property or the remainder thereof to a condition that is safe and sightly and as near to the same condition as existed prior to such event as is possible and in any event to a value no less than the Lease Balance.

     (F) Takings of All or Substantially All of the Property. In the event of any taking of all or substantially all of the Property, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

10 Additional Representations, Warranties and Covenants of LRC

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Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact on the value of the Property.

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     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s

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obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

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     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents, and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC

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has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“Lease Termination Damages”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all the detriment proximately caused by the early termination of this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

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     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to mean the Maximum Remarketing Obligation (as defined in the Purchase Agreement) and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

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     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a nonjudicial sale to foreclose the deed of trust with power of sale, lien and security interest granted in Exhibit B (the “Deed of Trust”) for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a judicial foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

Lease Agreement (Fremont/Building #2) — Page 32

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this

Lease Agreement (Fremont/Building #2) — Page 33

Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality

Lease Agreement (Fremont/Building #2) — Page 34

provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

Lease Agreement (Fremont/Building #2) — Page 35

     IN WITNESS WHEREOF, this Lease Agreement (Fremont/Building #2) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Lease Agreement (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Lease Agreement (Fremont/Building #2) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Fremont/Building #2) — Signature Page

Exhibit A

Legal Description

BEING ALL OF LOT 3 AND A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST WESTERLY CORNER OF SAID LOT 3;

THENCE FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 541.20 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 1° 25’ 35”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 50.89 FEET;

THENCE LEAVING SAID SOUTHERLY LINE OF CUSHING PARKWAY, THE FOLLOWING THREE (3) COURSES:

SOUTH 7° 11’ 33” EAST, 245.00 FEET;
NORTH 82° 48’ 27” EAST, 31.00 FEET; AND
SOUTH 7° 11’ 33” EAST, 353.79 FEET TO THE SOUTHERLY LINE OF SAID LOT 4;

THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 4 AND LOT 3, SOUTH 85° 58’ 33” WEST, 624.04 FEET TO THE WESTERLY LINE OF SAID LOT 3;

THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 563.66 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-038 and 525-1350-039-01

Exhibit B

California Deed of Trust With Power of Sale,
Lien and Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     For and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid and other good and valuable consideration, in order to secure the recovery of the Lease Balance by BNPPLC and the payment and performance of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), LRC does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to First American Title Insurance Company (in this Exhibit called the “Trustee”), IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land and all rights, titles and interests of any kind whatsoever of LRC in and to the Land, together with, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands

with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 2

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 3

Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 4

by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 5

such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 6

assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 7

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 8

were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 9

immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Fremont/Building #2) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #2)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 21, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		2
Attorneys’ Fees		2
Banking Rules Change		3
Base Rent		3
Base Rent Date		3
Base Rent Period		3
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Closing Certificate		5
Closing Letter		5
Code		5
Collateral Percentage		5
Common Definitions and Provisions Agreement		5
Constituent Documents		5
Default		6
Default Rate		6
Designated Sale Date		6
Effective Date		7
Eligible Financial Institution		7
Environmental Laws		7
Environmental Losses		7
Environmental Report		8
ERISA		8
ERISA Affiliate		8
ERISA Termination Event		8
Escrowed Proceeds		8
Established Misconduct		9

	Page
Event of Default		10
Excluded Taxes		13
Fed Funds Rate		14
Funding Advances		14
GAAP		14
Hazardous Substance		15
Hazardous Substance Activity		15
Improvements		15
Indebtedness		16
Initial Advance		17
Interested Party		17
Land		18
Lease		18
Lease Balance		18
Lease Termination Damages		18
Liabilities		18
LIBID		18
LIBOR		18
LIBOR Election		19
LIBOR Period		20
Lien		20
Liens Removable by BNPPLC		20
Local Impositions		21
Losses		21
LRC		21
Minimum Insurance Requirements		21
Multiemployer Plan		22
Operative Documents		22
Participant		22
Participation Agreement		22
Permitted Encumbrances		22
Permitted Hazardous Substance Use		23
Permitted Hazardous Substances		23
Permitted Transfer		23
Person		24
Personal Property		24
Plan		24
Pledge Agreement		24
Prime Rate		24
Prior Owner		25
Property		25
Purchase Agreement		25
Purchase Option		25

TABLE OF CONTENTS
(Continued)

	Page
Qualified Affiliate		25
Qualified Income Payments		25
Qualified Prepayments		25
Real Property		26
Remedial Work		26
Rent		26
Responsible Financial Officer		26
Royal Bank of Scotland		27
Secured Spread		27
Subsidiary		27
Supplemental Payment		27
Supplemental Payment Obligation		27
Term		27
Transaction Expenses		27
Unfunded Benefit Liabilities		27
Unsecured Spread		27

ARTICLE II — SHARED PROVISIONS		27
1.	Notices	27
2.	Severability	30
3.	No Merger	30
4.	No Implied Waiver	30
5.	Entire and Only Agreements	30
6.	Binding Effect	30
7.	Time is of the Essence	31
8.	Governing Law	31
9.	Paragraph Headings	31
10.	Negotiated Documents	31
11.	Terms Not Expressly Defined in an Operative Document	31
12.	Other Terms and References	31
13.	Execution in Counterparts	32
14.	Not a Partnership, Etc.	32
15.	No Fiduciary Relationship Intended	32

(iii)

TABLE OF CONTENTS
(Continued)

		Page
Annexes
Annex A	LIBOR Election Form
Annex B	Minimum Insurance Requirements

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #2)

          This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (FREMONT/BUILDING #2) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

          Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

          Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

          “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

          “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

          “Administrative Fees” means the fees identified as such in subparagraph 3(E) of the Lease.

          “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

          “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

          “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

          “Arrangement Fee” has the meaning indicated in subparagraph 3(D) of the Lease.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 2

          “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

          “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

          “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

          “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Effective Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

          (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

          (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

          (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 3

September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

          “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Effective Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

          (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

          (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

          1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2009, the third calendar month after January, 2009.

          2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2009.

          “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

          “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws of France, and any successors of such bank.

          “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

          (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 4

Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a Base Rent Period; or

          (2) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any Base Rent Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to LIBOR for the then current Base Rent Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

          “Break Even Price” has the meaning indicated in the Purchase Agreement.

          “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

          “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

          “Closing Certificate” means the Closing Certificate and Agreement (Fremont/Building #2) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals the

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 5

Lease Balance on the first day of such Base Rent Period. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

          “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

          “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

          “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

          “Designated Sale Date” means the earliest of:

          (1) the first Business Day of January, 2015; or

          (2) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 6

Day so designated; or

          (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing; or

• following any change in the zoning or other Applicable Laws affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

          “Effective Date” means December 21, 2007.

          “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

          “Environmental Laws” means any and all existing and future Applicable Laws

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 7

pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

          “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

          “Environmental Report” means the following report: November 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, of LAM Campus 4650, 4540, 4400 and 4300 Cushing Parkway Fremont, CA.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

          “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

          “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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          “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

          “Established Misconduct” of a Person means, and is limited to:

          (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

          (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

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In no event, however, will Established Misconduct include actions of any Person undertaken in good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

          “Event of Default” means any of the following:

          (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

          (B) LRC fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

          (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

          (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

          (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no

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such third party claim or criminal prosecution is instituted or overtly threatened, the period within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

          (F) LRC abandons any material part of the Property.

          (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

          (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

          (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

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          (J) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

          (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

          (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

          (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

          (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

          (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

          (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

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          (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

          (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

          (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

          “Excluded Taxes” means:

          (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

          (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the

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Purchase Agreement or with respect to which the Purchase Agreement governs the distribution and allocation of sales proceeds; and

          (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

          (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

          (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

          (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC’s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

          “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the

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Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

          “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to maintain its investment in the Property.

          “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

          “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or asserting jurisdiction over LRC or the Property.

          “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

          “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property,

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surface water, groundwater or any body of water under, in, into or onto the Property and any resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

          “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

          “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

          (A) Liabilities for borrowed money;

          (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

          (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

          (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

          (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

          (F) Liabilities arising under conditional sales or other title retention agreements;

          (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

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          (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

          (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

          (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

          (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

          (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

          “Initial Advance” means, collectively, all advances made by BNPPLC’s Parent (directly or through one or more of its Affiliates) or any Participants to or on behalf of BNPPLC on or

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prior to the Effective Date to cover the purchase price payable by BNPPLC to the Prior Owner for its interest in the Land and Improvements and other Property and to cover the cost to BNPPLC of certain Transaction Expenses and other amounts confirmed in the Closing Letter.

          “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein, (2) BNPPLC’s Parent, and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

          “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

          “Lease” means the Lease Agreement (Fremont/Building #2) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

          “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

          “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

          “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per

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annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

          “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

          (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

          (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

          (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

          (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A

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comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

          “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

          “LIBOR Period” means any Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(3) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

          “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 20

retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

          “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority, (G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

          “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

          “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 21

accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

          “LRC” means Lam Research Corporation, a Delaware corporation.

          “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

          “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

          “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

          “Operative Documents” means the following documents executed by LRC and BNPPLC: (1) Closing Certificate, (2) the Lease, (3) the Pledge Agreement, (4) the Purchase Agreement, (5) this Common Definitions and Provisions Agreement, (6) the Closing Letter, (7) the Memorandum (Short Form) of Lease (Fremont/Building #2) dated as of the Effective Date, (8) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) dated as of the Effective Date, (9) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents, and (10) all Deposit Taker’s Agreement executed by LRC and BNPPLC as provided in the Pledge Agreement.

          “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, the only Participant is ABN AMRO BANK, N.V., which has been approved by LRC and is executing the Participation Agreement contemporaneously with the execution of the Operative Documents. LRC has also approved Royal Bank of Scotland as bank who may become a Participant. In addition to ABN AMRO BANK, N.V. and Royal Bank of Scotland, others Persons approved by LRC may from time to time agree with BNPPLC to share in the risks and rewards of the Operative Documents by executing supplements to the Participation Agreement. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 22

Institution. However, as to any prospective Participant (other than Royal Bank of Scotland) that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

          “Participation Agreement” means the Participation Agreement (Fremont/Building #2) between BNPPLC and ABN AMRO BANK, N.V. dated as of the Effective Date, pursuant to which ABN AMRO BANK, N.V. has agreed to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

          “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

          (1) exceed that reasonably required for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

          (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 23

Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

          “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

          “Permitted Transfer” means any of the following:

          (1) any assignment or conveyance by BNPPLC requested by LRC or required by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

          (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

          (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

          (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

          (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

          “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 24

          “Personal Property” has the meaning indicated on page 2 of the Lease.

          “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

          “Pledge Agreement” means the Pledge Agreement (Fremont/Building #2) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates described in this definition.

          “Prior Owner” means SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

          “Property” means the Personal Property and the Real Property, collectively.

          “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) dated as of the Effective Date between BNPPLC and LRC, as such agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

          “Purchase Option” has the meaning indicated in the Purchase Agreement.

          “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 25

          “Qualified Income Payments” means: (A) Base Rent; (B) payments of the following made to BNPPLC to satisfy the Lease: the Arrangement Fee, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (C) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(G) of the Lease; and (D) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (C).

          “Qualified Prepayments” means any payments received by BNPPLC from time to time during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, or (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance and the Break Even Price):

          (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

          (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

          (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

          (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in Paragraph 9 of the Lease.

“Real Property” has the meaning indicated on page 2 of the Lease.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 26

          “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

          “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

          “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

          “Royal Bank of Scotland” means The Royal Bank of Scotland Group plc or any of its Affiliates.

          “Secured Spread” means forty basis points (40/100 of 1%).

          “Subsidiary” means, with respect to any Person, any Affiliate of which at least a majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

          “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

          “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

          “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

          “Transaction Expenses” means costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein.

          “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 27

          “Unsecured Spread” means one hundred basis points (1%).

ARTICLE II — SHARED PROVISIONS

          The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

          1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC to BNPPLC or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

          (i) All Rent and other amounts required to be paid by LRC to BNPPLC must be paid to BNPPLC in immediately available funds by wire transfer to:

                                             Federal Reserve Bank of New York
                                             ABA 026007689 BNP Paribas
                                             /BNP/ BNP New York
                                             /AC/ 0020-517000-070-78
                                             /Ref/ Lam Research Corporation/Building #2 Lease

or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 28

          (ii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

                                             Address of BNPPLC:

                                             BNP Paribas Leasing Corporation
                                             12201 Merit Drive, Suite 860
                                             Dallas, Texas 75251
                                             Attention: Lloyd G. Cox, Managing Director

                                             Telecopy: (972) 788-9140
                                             Email: lloyd.cox@americas.bnpparibas.com

                                             Address of LRC:

                                             Lam Research Corporation
                                             4300 Cushing Parkway
                                             Fremont, California 94538
                                             Attention: Roch LeBlanc, Treasurer

                                             Telecopy: (512) 572-1586
                                             Email: Roch.Leblanc@lamrc.com

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 29

                                             with a copy to:

                                             Lam Research Corporation
                                             4300 Cushing Parkway
                                             Fremont, California 94538
                                             Attention: George Schisler, Director of General Legal Services

                                             Telecopy: (510) 572-2876
                                             Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

          2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

          3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

          4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 30

breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

          5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

          6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

          7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

          8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

          9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

          10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

          11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

          12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 31

to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

          13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 32

          14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

          15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

Common Definitions and Provisions Agreement (Fremont/Building #2) — Page 33

          IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Fremont/Building #2) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Common Definitions and Provisions Agreement (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

          Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of December 21, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                     , 200___ subject to a LIBOR Election of                      month(s).

          We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached AISO@ means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

3. Conditions Affecting All Insurance Required Herein.

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.

Annex 2 — Page 1

E.	Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.
	All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F.	Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.
G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. All deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk.

Annex 2 — Page 2

4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

i.	Each Occurrence Limit	$	1,000,000
ii.	General Aggregate Limit	$	2,000,000
iii.	Product-Completed Operations Aggregate Limit	$	2,000,000
iv.	Personal and Advertising Injury Limit	$	1,000,000

D. Required Endorsements:

i.	Additional Insured.	status as required in 3.F., above.
ii.	[intentionally deleted]
iii.	[intentionally deleted]
iv.	Notice of Cancellation, Nonrenewal or
v.	Reduction in Coverage: [intentionally deleted]	as required in 3.E., above.
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

5. Workers’ Compensation/Employer’s Liability Insurance.

A.	Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.
B.	Amount of Insurance: Coverage will be provided with a limit of not less than:

i.	Workers’ Compensation:	Statutory limits.
ii.	Employer’s Liability:	$1,000,000 each accident and each disease.

Annex 2 — Page 3

6. Umbrella/Excess Liability Insurance.

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover all Improvements and any equipment made or to be made a permanent part of the Property.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft and flood and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings, excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

Annex 2 — Page 4

i.	All Risks of Direct Damage, Per Occurrence, except flood:	$500,000
ii.	Delayed Opening Waiting Period:	15 Days
iii.	Flood, Per Occurrence:	$500,000 or excess of NFIP if in Flood Zone A

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. All property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.)

8. Evidence of Insurance.

A. Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent,

Annex 2 — Page 5

must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.

B. Form:

i	All property insurance required herein will be evidenced by ACORD form 28, AEvidence of Property Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.
ii.	All liability insurance required herein will be evidenced by ACORD form 25, ACertificate of Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company.
iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words Aendeavor to@ and Abut failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives@ will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

Annex 2 — Page 6

D. Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.

E. Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.

Annex 2 — Page 7

EX-10.122

Exhibit 10.122

PLEDGE AGREEMENT
(FREMONT/BUILDING #2)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS
(Continued)

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Default		2
		Deposit Account		2
		Deposit Taker		2
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Event of Default		5
		Lien		6
		Minimum Collateral Value		6
		Other Liable Party		6
		Percentage		6
		Qualified Pledge		7
		Secured Obligations		7
		Transition Account		7
		UCC		7
		Value		7
	(B)	Other Definitions		7
2	Pledge and Grant of Security Interest			8
3	Provisions Concerning the Deposit Takers			8
	(A)	Deposit Taker Agreements		8
	(B)	Qualification of Deposit Takers Generally		9
	(C)	Substitutions for Disqualified Deposit Takers		9
	(D)	Other Voluntary Substitutions of Deposit Takers		9
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		9
	(F)	Replacement of Participants Proposed by LRC		10
	(G)	Constructive Possession of Collateral		10

(ii)

TABLE OF CONTENTS
(Continued)

			Page
	(H)	Attempted Setoff by Deposit Taker		11
4	Delivery and Maintenance of Collateral			11
	(A)	Delivery of Cash Collateral by LRC		11
	(B)	Transition Account		11
	(C)	Allocation of Cash Collateral Among Deposit Takers		12
	(D)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		12
	(E)	Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable		13
5	Withdrawal of Collateral			13
	(A)	Withdrawal of Cash Collateral Prior to the Designated Sale Date		13
	(B)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		14
	(C)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		14
	(D)	No Other Right to Require or Make Withdrawals		14
	(E)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		14
6	Representations and Covenants of LRC			14
	(A)	Representations of LRC		15
	(B)	Covenants of LRC		15
7	Authorized Action by BNPPLC			17
8	Default and Remedies			17
	(A)	Remedies		17
	(B)	Recovery Not Limited		19
9	Miscellaneous			19
	(A)	Payments by LRC to BNPPLC		19
	(B)	Payments by BNPPLC to LRC		20
	(C)	Cumulative Rights, etc		20
	(D)	Survival of Agreements		20
	(E)	Other Liable Party		20
	(F)	Termination		21

(iii)

PLEDGE AGREEMENT
(FREMONT/BUILDING #2)

     This PLEDGE AGREEMENT (FREMONT/BUILDING #2) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Lease Agreement (Fremont/Building #2) and an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) (as from time to time supplemented, amended or restated, the “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Lease, BNPPLC is leasing to LRC property described in the Lease, and pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Collateral, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any

Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit A, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed a Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any

Pledge Agreement (Livermore/Parcel #2) — Page 3

date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

     “Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) ABN Amro Bank, N.V. or any successor of ABN Amro Bank, N.V., acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (3) Royal Bank of Scotland or any successor of Royal Bank of Scotland, acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (4) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (5) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A- (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC

Pledge Agreement (Livermore/Parcel #2) — Page 4

shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

     “Event of Default” means the occurrence of any of the following:

     (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

     (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

     (c) the failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

     (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

     (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

     (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Cash Collateral held by BNPPLC or the Deposit Takers exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not

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constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation

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Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Purchase Agreement, including (i) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (ii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iii) any damages incurred by BNPPLC because of (A) LRC’s breach of the Purchase Agreement or (B) the rejection by LRC of the Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Transition Account” shall have the meaning given it in subparagraph 4(B).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Purchase Agreement and not otherwise defined herein or in the Common Definitions and

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Provisions Agreement, shall have the same meanings herein as they would have in the Purchase Agreement. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (b) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. On or prior to the Effective Date, BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, has satisfied the Deposit Taker Prerequisites. Without limiting the foregoing, BNPPLC Paribas and each Participant’s designated Deposit Taker has received a completed, executed Deposit Taker’s Agreement from

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LRC and BNPPLC and has executed and returned the same to LRC and BNPPLC. LRC acknowledges and agrees that (i) BNPPLC and any Participant may designate BNP Paribas or any other Eligible Deposit Taker as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall

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promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

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However, nothing in this subparagraph will be construed to permit or authorize any replacement by LRC of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Cash Collateral by LRC. On the Effective Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

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     (B) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be deposited directly into, and credited to and held by BNPPLC in, an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNPPLC and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (C) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit B.

     (D) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and

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may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(A)(4) or in subparagraph 5(B).

     (E) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal of Cash Collateral Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only

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to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit C. Otherwise, such notice must be in the form of Exhibit D.

     (5) No Default (under and as defined in this Agreement shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (B) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, and provided no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date (which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit E, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur.

     (C) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (D) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (E) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

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6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to

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enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

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     (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of

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Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest, regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and invest such monies or proceeds on behalf of LRC;

     (ii) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (iii) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

Pledge Agreement (Livermore/Parcel #2) — Page 18

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which

Pledge Agreement (Livermore/Parcel #2) — Page 19

will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street
	Chicago, Il 60603
ABA # (Domestic):	071000505
SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral — Livermore/Parcel 6)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the

Pledge Agreement (Livermore/Parcel #2) — Page 20

failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of LRC or any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of LRC or any Other Liable Party, or any other event or proceeding affecting LRC or any Other Liable Party.

     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

Pledge Agreement (Livermore/Parcel #2) — Page 21

     IN WITNESS WHEREOF, this Pledge Agreement (Fremont/Building #2) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Pledge Agreement (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Pledge Agreement (Fremont/Building #2) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Fremont/Building #2) — Signature Page

Exhibit A
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(FREMONT/BUILDING #2)

     This Agreement (the “Agreement”), among                                          (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Fremont/Building #2) dated as of December 21, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of                                         , 20     , and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account	Account
Type	Office	Number
Time Deposit

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 2

parties hereby agree that Deposit Taker shall not be liable for any action taken by it in accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. Except for the direct damages specifically described in the preceding sentence, in no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for any other damages, including, without limitation, indirect, special, punitive or consequential damages. LRC and BNPPLC jointly and severally agree to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

     The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 3

Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision, if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement, the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 4

interpreted in accordance with, the laws of the state in which the account office identified above is located without regard to conflict of laws provisions. Any action in connection with this Agreement shall be brought in the courts of the State of Illinois, located in Cook County, or the courts of the United States of America for the Northern District of Illinois; provided, however, that with respect to an action brought by BNPPLC to enforce its rights with respect to the Collateral, such action may be brought in the courts of the State of California, located in the County of Alameda, or the courts of the United States of America for the Northern District of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds, irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of said courts. Each party hereto intentionally, knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: (in its capacity as a Participant)] and as described in the Pledge Agreement. Deposit Taker may terminate this Agreement upon ten (10) days’ prior written notice to BNPPLC and LRC in the event of a material breach of this Agreement (including non-payment of any Charges or other obligations under this Agreement), and which constitutes an Event of Default as that term is defined in the Common Definitions and Provisions Agreement, by either LRC or BNPPLC. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 5

     Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker:
	Attn:
	Telecopy:
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586
	Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:
BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this                  day of                                      ,                   . [DEPOSIT TAKER]
By:
	Name:
	Title:

Exhibit A to Pledge Agreement (Fremont/Building #2) — Page 7

Exhibit B
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1. Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.

2. The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A.	BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B.	Participant A (50%)		6,000,000
C.	Participant B (45%)		5,400,000
	TOTAL	$	12,000,000

3.	The initial Minimum Collateral Value was $12,000,000
4.	As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(A) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C.	Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
	TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C.	Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D.	Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
	TOTAL	$	12,000,000

Exhibit C
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[                    , ____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #2) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #2) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit C to Pledge Agreement (Fremont/Building #2) — Page 2

Exhibit D
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[                    , ____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #2) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #2) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

                                                                                  Dollars ($                    )

on the following date:

                    , ____

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

                                                                                  Dollars ($                    ).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit D to Pledge Agreement (Fremont/Building #2) — Page 2

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[                    , ____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #2) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #2) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

                                                                                  Dollars ($                    )

on the following date (which, LRC acknowledges, must be the Designated Sale Date):

                    , ____

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit E to Pledge Agreement (Fremont/Building #2) — Page 2

EX-10.123

Exhibit 10.123

CLOSING CERTIFICATE
AND AGREEMENT
(FREMONT/BUILDING #2)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property				2
	(A)	Prior Inspections and Investigations Concerning the Property			2
	(B)	Title			2
	(C)	Title Insurance			2
	(D)	Condition of the Property			2
	(E)	Environmental Representations			3
	(F)	Cooperation by LRC and its Affiliates			3
	(G)	Compliance with Covenants and Laws			4
2	Representations and Covenants by LRC				4
	(A)	Concerning LRC and the Operative Documents			4
		(1)	Entity Status		4
		(2)	Authority		4
		(3)	Solvency		5
		(4)	Financial Reports		5
		(5)	Pending Legal Proceedings		5
		(6)	No Default or Violation		5
		(7)	Use of Proceeds		6
		(8)	Enforceability		6
		(9)	Pari Passu		6
		(10)	Conduct of Business and Maintenance of Existence		6
		(11)	Investment Company Act, etc		6
		(12)	Not a Foreign Person		6
		(13)	ERISA		7
		(14)	Compliance With Laws		7
		(15)	Payment of Taxes Generally		7
		(16)	Maintenance of Insurance Generally		8
		(17)	Franchises, Licenses, etc		8
		(18)	Labor		8
		(19)	Title to Properties Generally		8
		(20)	Books and Records		8
		(21)	Visitation, Inspection, Etc		8
	(B)	Further Assurances			9
	(C)	OFAC			9
	(D)	Financial Statements; Required Notices; Certificates			9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements			11
	(F)	U.S. Patriot Act			11
	(G)	Omissions			12
3	Financial Covenants and Negative Covenants of LRC				12
	(A)	Financial Covenant — Minimum Liquidity			12
	(B)	Negative Covenants			12
		(2)	Change in Nature of Business		12

TABLE OF CONTENTS
(Continued)

				Page
		(3)	Sales, Etc. of Assets		12
		(4)	Multiemployer ERISA Plans		13
		(5)	Prohibited ERISA Transaction		13
4	Limited Representations and Covenants of BNPPLC				13
	(A)	Concerning Accounting Matters			13
	(B)	Other Limited Representations			16
		(1)	Entity Status		16
		(2)	Authority		16
		(3)	Solvency		16
		(4)	Pending Legal Proceedings		17
		(5)	No Default or Violation		17
		(6)	Enforceability		17
		(7)	Conduct of Business and Maintenance of Existence		17
		(8)	Not a Foreign Person		17
	(C)	Modifications of the Participation Agreement			18
	(D)	No Implied Representations or Promises by BNPPLC			18
5	Usury Savings Provision				18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement				19
7	Waiver of Jury Trial				19
8	Amendment, Restatement and Replacement of the Prior Lease				19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

CLOSING CERTIFICATE AND AGREEMENT
(FREMONT/BUILDING #2)

     This CLOSING CERTIFICATE AND AGREEMENT (FREMONT/BUILDING #2) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A, and at the request of LRC BNPPLC is acquiring the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #2) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than amount of the Initial Advance, in form and substance satisfactory to BNPPLC (including comprehensive, survey, variable rate, access, and such other endorsements as may be requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown on the plat included as part of the ALTA/ACSM Land Title Survey of 4300 Cushing Parkway and 4400 Cushing Parkway, dated March, 2003, prepared by Kier & Wright Civil Engineers & Surveyors, Inc., Job No. 88353-22, certified to Lam Research Corporation and others by Jimmy R. Vigil, LS 6256, on March 20, 2003 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the

use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. The Property and use thereof permitted by the Lease comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such uses of the Property. The Improvements are useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of

Closing Certificate and Agreement (Fremont/Building #2) — Page 3

adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The use of the Property permitted by the Lease complies, or will comply after LRC obtains readily available permits ( as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and

Closing Certificate and Agreement (Fremont/Building #2) — Page 4

qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or

Closing Certificate and Agreement (Fremont/Building #2) — Page 5

encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined

Closing Certificate and Agreement (Fremont/Building #2) — Page 6

in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

Closing Certificate and Agreement (Fremont/Building #2) — Page 7

     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account, containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in

Closing Certificate and Agreement (Fremont/Building #2) — Page 8

which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the

Closing Certificate and Agreement (Fremont/Building #2) — Page 9

corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

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     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges

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that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole, as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related

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transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as

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targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;

• “fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);

• with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective

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Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to

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provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated , validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any

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other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any

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evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) Modifications of the Participation Agreement. So long as no Event of Default has occurred and is continuing, BNPPLC will not (without LRC’s prior approval) agree with Participants to amend the definitions of “Majority” or “Major Stakeholder” in the Participation Agreement or subparagraph 6(A) or Paragraph 13 of the Participation Agreement; provided, however, this provision will not be construed to preclude or limit BNPPLC’s right to make any agreement with one or more Participants to take any action, or refrain from taking any action, not otherwise prohibited by the Operative Documents and permitted by the Participation Agreement.

     (D) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such

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excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

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8 Amendment, Restatement and Replacement of the Prior Lease. This Agreement and the other Operative Documents, collectively, are intended to amend, restate and replace entirely the Prior Lease with respect to the Property. Without limiting the rights and obligations of LRC under the Operative Documents, LRC acknowledges that any and all rights and interests it has under the Prior Lease, or otherwise, in and to the Land, the improvements to the Land and any other property included in the Property (except under the Operative Documents) are superseded by the Operative Documents and that BNPPLC will have no liability under the Prior Lease for any default or breach thereof by the Prior Owner or otherwise.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Fremont/Building #2) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #2) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Closing Certificate and Agreement (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #2) dated as of December 21, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #2) — Signature Page

Exhibit A

Legal Description

BEING ALL OF LOT 3 AND A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST WESTERLY CORNER OF SAID LOT 3;

THENCE FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 541.20 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 1° 25’ 35”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 50.89 FEET;

THENCE LEAVING SAID SOUTHERLY LINE OF CUSHING PARKWAY, THE FOLLOWING THREE (3) COURSES:

SOUTH 7° 11’ 33” EAST, 245.00 FEET;
NORTH 82° 48’ 27” EAST, 31.00 FEET; AND
SOUTH 7° 11’ 33” EAST, 353.79 FEET TO THE SOUTHERLY LINE OF SAID LOT 4;

THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 4 AND LOT 3, SOUTH 85° 58’ 33” WEST, 624.04 FEET TO THE WESTERLY LINE OF SAID LOT 3;

THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 563.66 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-038 and 525-1350-039-01

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll:

1915 Bond for CITY OF FREMONT-CONSOLIDATED REASSESSMENT DISTRICT 95-1

     3. An easement for THE PRODUCTION, STORAGE AND TRANSPORTATION OF OIL, GAS AND OTHER HYDROCARBONS AND MINERALS and incidental purposes, recorded APRIL 21, 1950 as SERIES NO. AE-34804 IN BOOK 6085, PAGE 589 of Official Records.

In Favor of:	H. HERBST, M. HERBST AND H. D. HERBST
Affects:	THE EXACT LOCATION OF SAID EASEMENT IS NOT DEFINED OF RECORD

     4. An easement for PIPELINE(S) and incidental purposes, recorded DECEMBER 21, 1978 as SERIES NO. 78-248662 IN REEL 5729, IMAGE 192 of Official Records.

In Favor of:	EAST BAY DISCHARGERS AUTHORITY, A PUBLIC ENTITY OF THE STATE OF CALIFORNIA
Affects:	SOUTH 30 FEET OF LOT 3

     5. Covenants, conditions, restrictions and easements in the document recorded JULY 5, 1983 as SERIES NO. 83-117850 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

The effect of a document entitled “QUITCLAIM DEED”, recorded NOVEMBER 14, 1985 as SERIES NO. 85-244636 of Official Records.

     6. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of

Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     7. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded DECEMBER 18, 1990 as SERIES NO. 90- 329797 of Official Records.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

FROM:	NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     8. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178017 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     9. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID ROADWAY AND PUBLIC UTILITIES, AND APPURTENANCES THERETO and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. NO. 83-178018 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     10. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as

SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     11. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	PUBLIC UTILITIES and incidental purposes.
AFFECTS:	A NORTHERLY PORTION OF PREMISES
For:	LANDSCAPE and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	STREET and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	PRIVATE STORM DRAIN and incidental purposes.
Affects	SOUTHERLY PORTION OF THE PREMISES.

     12. An easement for UNDERGROUND CONDUITS and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

In Favor of: PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION Affects: PORTION OF LOT 3. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     13. An easement for STORM DRAIN and incidental purposes, recorded AUGUST 10,

Exhibit B to Closing Certificate and Agreement (Fremont/Building #2) — Page 3

1994 as SERIES NO. 94275491 of Official Records.

In Favor of:	NORTHPORT BUSINESS PARK OWNERS ASSOCIATION
Affects:	A PORTION. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     14. An easement for INGRESS AND EGRESS and incidental purposes, recorded AUGUST 10, 1994 as SERIES NO. 94275492 of Official Records.

In Favor of:	NORTHPORT NO. 18, A CALIFORNIA LIMITED PARTNERSHIP
Affects:	A PORTION. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

Exhibit B to Closing Certificate and Agreement (Fremont/Building #2) — Page 4

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Fremont/Building #2) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this                      day of                                         , 20___.

[INSERT SIGNATURE BLOCK FOR A
RESPONSIBLE FINANCIAL OFFICER]

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Fremont/Building #2) dated as of December 21, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“ BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

      Executed this _____ day of ______________, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Exhibit D to Closing Certificate and Agreement (Fremont/Building #2) — Page 2

EX-10.124

Exhibit 10.124

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #2)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Applicable Purchaser”			2
	“BNPPLC’s Actual Out of Pocket Costs”			2
	“Break Even Price”			3
	“Committed Price”			3
	“Conditions to LRC’s Initial Remarketing Rights”			3
	“Cutoff Date”			3
	“Decision Not to Sell at a Loss”			3
	“Deemed Sale”			3
	“Extended Remarketing Period”			3
	“Fair Market Value”			3
	“Final Sale Date”			3
	“Initial Remarketing Notice”			4
	“Initial Remarketing Price”			4
	“Lease Balance”			4
	“LRC’s Extended Remarketing Right”			4
	“LRC’s Initial Remarketing Rights”			4
	“Make Whole Amount”			4
	“Maximum Remarketing Obligation”			5
	“Notice of Sale”			5
	“Proposed Sale”			5
	“Proposed Sale Date”			5
	“Purchase Option”			5
	“Put Option”			5
	“Qualified Sale”			5
	“Sale Closing Documents”			5
	“Supplemental Payment”			6
	“Supplemental Payment Obligation”			6
	“Valuation Procedures”			6
2	LRC’s Options and Obligations on the Designated Sale Date			6
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		6
	(B)	Designation of the Purchaser		8
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		8
	(D)	Security for LRC’s Purchase Option		9
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			9
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		9
	(B)	LRC’s Extended Right to Remarket		9
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		10
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		10

TABLE OF CONTENTS
(Continued)

			Page
4	Transfers By BNPPLC After the Designated Sale Date			11
	(A)	BNPPLC’s Right to Sell		11
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		11
	(C)	Release and Quitclaim by LRC		12
	(D)	Easements and Other Transfers in the Ordinary Course of Business		12
5	Terms of Conveyance Upon Purchase			12
	(A)	Tender of Sale Closing Documents		12
	(B)	Delivery of Escrowed Proceeds		13
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			13
	(A)	Status of this Agreement Generally		13
	(B)	Automatic Termination of LRC’s Rights		14
	(C)	Payment Only to BNPPLC		14
	(D)	Preferences and Voidable Transfers		14
	(E)	Remedies Under the Other Operative Documents		14
7	Certain Remedies Cumulative			15
8	Attorneys’ Fees and Legal Expenses			15
9	Recording Memorandum			15
10	Successors and Assigns			15

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary’s Certificate
Exhibit G	FIRPTA Statement

(ii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #2)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (FREMONT/BUILDING #2) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #2) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #2) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease.)

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

“97—1/Default (100%)” means a Default that consists of or results from:

     (A) a failure of LRC to make any payment required by any Operative Document, including any payment of Base Rent required by the Lease or any Supplemental Payment required by this Agreement on the Designated Sale Date;

     (B) any Hazardous Substance Activities occurring prior to the Cutoff Date;

     (C) any failure of LRC on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease;

     (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Lease;

     (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate; or

     (F) any bankruptcy or insolvency proceeding involving LRC or any of its Subsidiaries, as the debtor.

Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

	“Break Even Price” means an amount equal to:
•	the Lease Balance, plus
•	BNPPLC’s Actual Out of Pocket Costs.
	“Committed Price” has the meaning indicated in subparagraph 3(B)(3).
	“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).
	“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.
	“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.
	“Deemed Sale” has the meaning indicated in subparagraph 3(C).
	“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.
	“Fair Market Value” has the meaning indicated in Exhibit B.
	“Final Sale Date” means the earlier of:
•	any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or
•	any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 3

•	the second anniversary of the Designated Sale Date, which will be the date of a Deemed Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.
	“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.
	“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.
	“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.
	“LRC’s Extended Remarketing Right” has the meaning indicated in subparagraph 3(B).
	“LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2).
	“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date, together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) the amount, but not less than zero, by which (i) all Local Impositions,

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 4

	insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.
	“Maximum Remarketing Obligation” means a dollar amount equal to 83.341814% of the Lease Balance.
	“Notice of Sale” has the meaning indicated in subparagraph 3(B)(3).
	“Proposed Sale” has the meaning indicated in subparagraph 3(B).
	“Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(3).
	“Purchase Option” has the meaning indicated in subparagraph 2(A)(1).
	“Put Option” has the meaning indicated in subparagraph 3(A).
	“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:
•	results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or
•	is approved in advance as a Qualified Sale by LRC; or
•	is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (3) of subparagraph 3(D), to reimburse to LRC the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC; or
(b)	90% of the Fair Market Value of the Property.

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 5

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination is required by this Agreement of (i) the Fair Market Value of the Property or (ii) the allocation of the Property’s value between Land and Improvements.

2 LRC’s Options and Obligations on the Designated Sale Date.

     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent and other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that:

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 6

     (i) LRC must deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date;

     (ii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price; and

     (iii) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent and other amounts then due under the other Operative Documents.

Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights on the Designated Sale Date, if the Break Even Price exceeds the sum of the following: (1) any cash price actually tendered directly to BNPPLC by the Applicable Purchaser on the Designated Sale Date, and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date and the cash payment actually received by BNPPLC from the Applicable Purchaser as the purchase price exceeds the Break Even Price, then BNPPLC will pay the excess to LRC or as otherwise required by Applicable Law.

     (3) If for any reason whatsoever BNPPLC does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) for the Property on the Designated Sale Date equal to or in excess of the Break Even Price in connection with a sale made pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), then LRC will have the obligation (the “Supplemental Payment Obligation”) to pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) equal to the amount by which the Break Even Price exceeds any such cash price actually received by BNPPLC on the Designated Sale Date; provided, however, unless LRC exercises the Purchase Option, if such excess is greater than the Maximum Remarketing Obligation, the Supplemental Payment will be limited to an amount equal to the Maximum Remarketing Obligation.

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 7

Without limiting the generality of the foregoing, LRC must make the Supplemental Payment even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise, or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC, together with all other files, documents and permits of LRC (including any subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease if neither LRC nor any Affiliate or other Applicable Purchaser purchases

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 8

the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Property and the borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

     (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97—1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to

Agreement Regarding Purchase and Remarketing
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arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

     (1) BNPPLC has not exercised the Put Option as provided in subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(B) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (4) The Committed Price must be no less than the Make Whole Amount, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and

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business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

     (3) third, to pay to BNPPLC an amount equal to the difference computed by subtracting any Supplemental Payment previously paid by LRC to BNPPLC from the Lease Balance;

     (4) fourth, to reimburse LRC for any such Supplemental Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such Supplemental Payment to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (3) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale (or deemed to be received in connection with a Deemed Sale), no interest on any Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property, and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to

Agreement Regarding Purchase and Remarketing
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BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after any Qualified Sale, LRC must execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property, including its lien rights under subparagraph 2(D). If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and

Agreement Regarding Purchase and Remarketing
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any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any time before thirty days after receipt of a demand for such cure from LRC.

     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is

Agreement Regarding Purchase and Remarketing
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the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (B) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of any Supplemental Payment required by subparagraph 2(A)(3) on the Designated Sale Date, then the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. No termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any amounts due from LRC pursuant to any of the other Operative Documents and its right to exercise the Put Option.

     (C) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (D) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (E) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 14

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other party’s agreements hereunder.

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph 2(D) above.

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 15

     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Signature Page

Exhibit A

Legal Description

BEING ALL OF LOT 3 AND A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST WESTERLY CORNER OF SAID LOT 3;

THENCE FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 541.20 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 1° 25’ 35”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 50.89 FEET;

THENCE LEAVING SAID SOUTHERLY LINE OF CUSHING PARKWAY, THE FOLLOWING THREE (3) COURSES:

SOUTH 7° 11’ 33” EAST, 245.00 FEET;
NORTH 82° 48’ 27” EAST, 31.00 FEET; AND
SOUTH 7° 11’ 33” EAST, 353.79 FEET TO THE SOUTHERLY LINE OF SAID LOT 4;

THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 4 AND LOT 3, SOUTH 85° 58’ 33” WEST, 624.04 FEET TO THE WESTERLY LINE OF SAID LOT 3;

THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 563.66 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-038 and 525-1350-039-01

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     If any determination of Fair Market Value is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. For purposes of the determination, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     ”Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a “Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon Fair Market Value as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Fair Market Value (an “Appraiser’s Agreement As To Value”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement As To Value. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement As To Value.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement As to Value within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the determination of Fair Market Value. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

     (b) If, despite the delivery of the promises described in the preceding subsection, the two

¹   If, however, the use of the Property by BNPPLC or any tenant under any Replacement Lease after LRC vacated the Property has resulted in excess wear and tear, such excess wear and tear will be assumed not to have occurred for purposes of determining Fair Market Value.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Fair Market Value, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates of Fair Market Value submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify an amount as Fair Market Value that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Fair Market Value thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. LRC and BNPPLC will each bear the expense of the appraiser appointed by it, and the expense of the third appraiser and of any officer of the California Bar Association who participates in the appraisal process described above will be shared equally by LRC and BNPPLC.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a))

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 3

to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 4

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:	[LRC or the Applicable Purchaser]
ADDRESS:
ATTN:
CITY:
STATE:
Zip:

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF ____________	)
	)	SS
COUNTY OF ___________	)

On                                    , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.
 

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 3

[Continuation of signature pages to Deed dated to be effective as of                     , 20_.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF ____________	)
	)	SS
COUNTY OF ___________	)

On                               , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.
 

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

BEING ALL OF LOT 3 AND A PORTION OF LOT 4, AS SHOWN ON THE PARCEL MAP 5001 FILED IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTHERLY LINE OF CUSHING PARKWAY AT THE MOST WESTERLY CORNER OF SAID LOT 3;

THENCE FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, NORTH 82° 48’ 27” EAST, 541.20 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;

THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF CUSHING PARKWAY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 1° 25’ 35”, HAVING A RADIUS OF 2044.00 FEET AND AN ARC DISTANCE OF 50.89 FEET;

THENCE LEAVING SAID SOUTHERLY LINE OF CUSHING PARKWAY, THE FOLLOWING THREE (3) COURSES:

SOUTH 7° 11’ 33” EAST, 245.00 FEET;
NORTH 82° 48’ 27” EAST, 31.00 FEET; AND
SOUTH 7° 11’ 33” EAST, 353.79 FEET TO THE SOUTHERLY LINE OF SAID LOT 4;

THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 4 AND LOT 3, SOUTH 85° 58’ 33” WEST, 624.04 FEET TO THE WESTERLY LINE OF SAID LOT 3;

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 5

THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 563.66 FEET TO THE POINT OF BEGINNING.

A.P.N. 525-1350-038 and 525-1350-039-01

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 6

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll:

1915 Bond for CITY OF FREMONT-CONSOLIDATED REASSESSMENT DISTRICT 95-1

     3. An easement for THE PRODUCTION, STORAGE AND TRANSPORTATION OF OIL, GAS AND OTHER HYDROCARBONS AND MINERALS and incidental purposes, recorded APRIL 21, 1950 as SERIES NO. AE-34804 IN BOOK 6085, PAGE 589 of Official Records.

In Favor of:	H. HERBST, M. HERBST AND H. D. HERBST
Affects:	THE EXACT LOCATION OF SAID EASEMENT IS NOT DEFINED OF RECORD

     4. An easement for PIPELINE(S) and incidental purposes, recorded DECEMBER 21, 1978 as SERIES NO. 78-248662 IN REEL 5729, IMAGE 192 of Official Records.

     In Favor of: EAST BAY DISCHARGERS AUTHORITY, A PUBLIC ENTITY OF

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 7

	THE STATE OF CALIFORNIA
Affects:	SOUTH 30 FEET OF LOT 3

     5. Covenants, conditions, restrictions and easements in the document recorded JULY 5, 1983 as SERIES NO. 83-117850 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

The effect of a document entitled “QUITCLAIM DEED”, recorded NOVEMBER 14, 1985 as SERIES NO. 85-244636 of Official Records.

     6. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     7. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded DECEMBER 18, 1990 as SERIES NO. 90- 329797 of Official Records.

ASSIGNMENT OF RIGHTS UNDER COVENANTS, CONDITIONS AND RESTRICTIONS

     FROM: NORTHPORT ASSOCIATES, A CALIFORNIA LIMITED

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 8

	PARTNERSHIP
TO:	PACTEL PROPERTIES, A CALIFORNIA CORPORATION
RECORDED:	JANUARY 27, 1989, SERIES NO. 89-022629, OFFICIAL RECORDS

     8. An easement for PLANTING & MAINTENANCE OF LANDSCAPING, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178017 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     9. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES, AND THE RIGHT TO ENTER UPON SAID PARCEL OF LAND FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, RECONSTRUCTING OR REPAIRING SAID ROADWAY AND PUBLIC UTILITIES, AND APPURTENANCES THERETO and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. NO. 83-178018 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION OF PREMISES. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     10. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 9

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     11. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	PUBLIC UTILITIES and incidental purposes.
AFFECTS:	A NORTHERLY PORTION OF PREMISES
For:	LANDSCAPE and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	STREET and incidental purposes.
Affects:	A NORTHERLY PORTION OF PREMISES.
For:	PRIVATE STORM DRAIN and incidental purposes.
Affects	SOUTHERLY PORTION OF THE PREMISES.

     12. An easement for UNDERGROUND CONDUITS and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

In Favor of:	PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
Affects:	PORTION OF LOT 3. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     13. An easement for STORM DRAIN and incidental purposes, recorded AUGUST 10, 1994 as SERIES NO. 94275491 of Official Records.

In Favor of:	NORTHPORT BUSINESS PARK OWNERS ASSOCIATION
Affects:	A PORTION. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     14. An easement for INGRESS AND EGRESS and incidental purposes, recorded AUGUST 10, 1994 as SERIES NO. 94275492 of Official Records.

In Favor of:	NORTHPORT NO. 18, A CALIFORNIA LIMITED PARTNERSHIP
Affects:	A PORTION. REFER TO SAID DOCUMENT FOR FULL PARTICULARS

     15. [INSERT REFERENCE TO LEASE, AS AMENDED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 10

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) dated as of December 21, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Fremont/Building #2) dated as of December 21, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #2) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a                                (“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Lease, whether such rights are presently known or unknown, including rights of the Assignor to be indemnified

against environmental claims of third parties as provided in the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any of Assignor’s Affiliates or any Participants, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF ____________	)
	)	SS
COUNTY OF ___________	)

On                               , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.
 

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of                     , 20_.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF ____________	)
	)	SS
COUNTY OF ___________	)

On                               , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.
 

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

     THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of                                         , ___, by [LRC or the Applicable Purchaser], a                                            (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, “Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Fremont/Building #2) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 21, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of                     , 20___.

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF ____________	)
	)	SS
COUNTY OF ___________	)

On                               , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.
 

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this                     , day of                                         , 20___.

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) (herein called the “Purchase Agreement”) dated as of December 21, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in                     , California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #2) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3.	Transferor’s U.S. employer identification number is 75-2252918; and
4.	Transferor’s office address is:
	BNP Paribas Leasing Corporation 12201 Merit Drive, Suite 860 Dallas, Texas 75251 Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated:                     , 20___.

Lloyd G. Cox, Managing Director of Transferor 

EX-10.125

Exhibit 10.125

LEASE AGREEMENT
(FREMONT/BUILDING #3)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Term				3
	(A)	Scheduled Term			3
	(B)	Extension of the Term			3
2	Use and Condition of the Property				4
	(A)	Use			4
	(B)	Condition of the Property			4
	(C)	Consideration for and Scope of Waiver			5
3	Rent				5
	(A)	Base Rent Generally			5
	(B)	Calculation of and Due Dates for Base Rent			5
		(1)	Determination of Payment Due Dates Generally		5
		(2)	Special Adjustments to Base Rent Payment Dates and Periods		5
		(3)	Base Rent Formula		5
	(C)	Additional Rent			7
	(D)	Arrangement Fee			7
	(E)	Administrative Fees			7
	(F)	No Demand or Setoff			7
	(G)	Default Interest and Order of Application			7
4	Nature of this Agreement				7
	(A)	“Net” Lease Generally			7
	(B)	No Termination			8
	(C)	Characterization of this Lease			8
5	Payment of Executory Costs and Losses Related to the Property				10
	(A)	Local Impositions			10
	(B)	Increased Costs; Capital Adequacy Charges			10
	(C)	LRC’s Payment of Other Losses; General Indemnification			12
	(D)	Exceptions and Qualifications to Indemnities			15
	(E)	Collection on Behalf of Participants			18
6	Items Included in the Property				18
7	Environmental				19
	(A)	Environmental Covenants by LRC			19
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC			19
	(C)	Environmental Inspections and Reviews			20
	(D)	Communications Regarding Environmental Matters			20
8	Insurance Required and Condemnation				21
	(A)	Liability Insurance			21
	(B)	Property Insurance			22
	(C)	Failure to Obtain Insurance			22
	(D)	Condemnation			23
	(E)	Waiver of Subrogation			23
9	Application of Insurance and Condemnation Proceeds				23
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally			23

TABLE OF CONTENTS
(Continued)

			Page
	(B)	Advances of Escrowed Proceeds to LRC		24
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		25
	(E)	LRC’s Obligation to Restore		25
	(F)	Takings of All or Substantially All of the Property		25
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			26
	(A)	Operation and Maintenance		26
	(B)	Debts for Construction, Maintenance, Operation or Development		26
	(C)	Repair, Maintenance, Alterations and Additions		26
	(D)	Permitted Encumbrances		27
	(E)	Books and Records Concerning the Property		27
11	Assignment and Subletting by LRC			27
	(A)	BNPPLC’s Consent Required		27
	(B)	Standard for BNPPLC’s Consent to Assignments and Certain Other Matters		28
	(C)	Consent Not a Waiver		28
12	Assignment by BNPPLC			28
	(A)	Restrictions on Transfers		28
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		29
13	BNPPLC’s Right to Enter and to Perform for LRC			29
	(A)	Right to Enter		29
	(B)	Performance for LRC		29
14	Remedies			29
	(A)	Traditional Lease Remedies		29
	(B)	Foreclosure Remedies		32
	(C)	Enforceability		32
	(D)	Remedies Cumulative		32
15	Default by BNPPLC			33
16	Quiet Enjoyment			33
17	Surrender Upon Termination			33
18	Holding Over by LRC			33
19	Proprietary Information and Confidentiality			34
	(A)	Proprietary Information		34
	(B)	Confidentiality		34
20	Recording Memorandum			35
21	Independent Obligations Evidenced by Other Operative Documents			35

(ii)

TABLE OF CONTENTS
(Continued)

		Page
Exhibits and Schedules
Exhibit A	Legal Description
Exhibit B	California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(FREMONT/BUILDING #3)

     This LEASE AGREEMENT (FREMONT/BUILDING #3) (this “Lease”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and improvements on the Land from SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, (the “Prior Owner”) contemporaneously with the execution of this Lease.

     Pursuant to an existing lease dated as of June 1, 2003, originally between the Prior Owner, as lessor, and LRC, as lessee, (“LRC’s Prior Lease”) LRC is already in possession of the Land.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to continue to lease to LRC the Land and the Improvements, and by this Lease BNPPLC and LRC desire to evidence such agreement. As provided in the Closing Certificate, this Lease and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from

the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner or as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property.”

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and

include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term.

     (A) Scheduled Term. The term of this Lease (the “Term”) will commence on the Effective Date and will end on the first Business Day of January, 2015, unless extended as provided in subparagraph 1(B) or sooner terminated as expressly provided in other provisions of this Lease.

     (B) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such

Lease Agreement (Fremont/Building #3) — Page 3

extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B)

Lease Agreement (Fremont/Building #3) — Page 4

have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

     (a) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• the Collateral Percentage for such Base Rent Period (which

Lease Agreement (Fremont/Building #3) — Page 5

is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge Agreement), times

• the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty, plus

     (b) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty.

Lease Agreement (Fremont/Building #3) — Page 6

Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% - 100%] x [1% + 4%]) x 30/360} =
$36,666

     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Arrangement Fee. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease LRC must pay BNPPLC an arrangement fee (the “Arrangement Fee”) as provided in the Closing Letter. The Arrangement Fee will represent Additional Rent for the first Base Rent Period.

     (E) Administrative Fees. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease and on the first Base Rent Date that follows each anniversary of the Effective Date prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (F) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (G) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

Lease Agreement (Fremont/Building #3) — Page 7

4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

Lease Agreement (Fremont/Building #3) — Page 8

     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to

Lease Agreement (Fremont/Building #3) — Page 9

BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules

Lease Agreement (Fremont/Building #3) — Page 10

Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the

Lease Agreement (Fremont/Building #3) — Page 11

Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay, reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to

Lease Agreement (Fremont/Building #3) — Page 12

the Term;

• the enforcement of the Operative Documents;

• the making or maintenance of Funding Advances;

• the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or

• any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the

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additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

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• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

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     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

• Losses that result from any Liens Removable by BNPPLC; or

• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement.

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from

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its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC.

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other

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Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, to the extent, if any, acquired by LRC (in whole or in part) with funds advanced by or on behalf of the Prior

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Owner (or any predecessor in interest to the Prior Owner with respect to any property covered by the Prior Lease) under or in connection with the Prior Lease (or any prior lease agreement amended and restated by the Prior Lease) or with other funds for which LRC received reimbursement from such funds advanced by or on behalf of the Prior Owner (or a predecessor in interest), all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of the Prior Owner and transferred by it to BNPPLC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental.

     (A) Environmental Covenants by LRC.

          (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

          (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

          (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

          (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to

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protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such breach, or (4) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to

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believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of

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the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (B) Property Insurance.

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has

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occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim

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which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in

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this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or less

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than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) restore or improve the Property or the remainder thereof to a condition that is safe and sightly and as near to the same condition as existed prior to such event as is possible and in any event to a value no less than the Lease Balance.

     (F) Takings of All or Substantially All of the Property. In the event of any taking of all or substantially all of the Property, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

10 Additional Representations, Warranties and Covenants of LRC Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a

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copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact on the value of the Property.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

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     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer,

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mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents, and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event

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be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“Lease Termination Damages”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves

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could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all the detriment proximately caused by the early termination of this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to mean the sum of the Maximum Remarketing Obligation (Improvements) and the Maximum Remarketing Obligation (Land) (both as defined in the Purchase Agreement) and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in

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effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a nonjudicial sale to foreclose the deed of trust with power of sale, lien and security interest granted in Exhibit B (the “Deed of Trust”) for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a judicial foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in

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case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially

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completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason

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other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

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21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Lease Agreement (Fremont/Building #3) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Lease Agreement (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Lease Agreement (Fremont/Building #3) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Fremont/Building #3) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 1, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP. ON OF PARCEL 1, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

California Deed of Trust With Power of Sale,
Lien and Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     For and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid and other good and valuable consideration, in order to secure the recovery of the Lease Balance by BNPPLC and the payment and performance of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), LRC does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to First American Title Insurance Company (in this Exhibit called the “Trustee”), IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land and all rights, titles and interests of any kind whatsoever of LRC in and to the Land, together with, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands

with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 2

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 3

Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 4

by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 5

such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 6

assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 7

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 8

were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 9

immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Fremont/Building #3) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #3)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 21, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		2
Attorneys’ Fees		2
Banking Rules Change		3
Base Rent		3
Base Rent Date		3
Base Rent Period		3
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Closing Certificate		5
Closing Letter		5
Code		5
Collateral Percentage		5
Common Definitions and Provisions Agreement		5
Constituent Documents		5
Default		6
Default Rate		6
Designated Sale Date		6
Effective Date		7
Eligible Financial Institution		7
Environmental Laws		7
Environmental Losses		7
Environmental Report		8
ERISA		8
ERISA Affiliate		8
ERISA Termination Event		8
Escrowed Proceeds		8
Established Misconduct		9

	Page
Event of Default		10
Excluded Taxes		13
Fed Funds Rate		14
Funding Advances		14
GAAP		14
Hazardous Substance		15
Hazardous Substance Activity		15
Improvements		15
Indebtedness		16
Initial Advance		17
Interested Party		17
Land		18
Lease		18
Lease Balance		18
Lease Termination Damages		18
Liabilities		18
LIBID		19
LIBOR		19
LIBOR Election		20
LIBOR Period		21
Lien		21
Liens Removable by BNPPLC		21
Local Impositions		21
Losses		22
LRC		22
Minimum Insurance Requirements		22
Multiemployer Plan		22
Operative Documents		22
Participant		22
Participation Agreement		23
Permitted Encumbrances		23
Permitted Hazardous Substance Use		23
Permitted Hazardous Substances		24
Permitted Transfer		24
Person		25
Personal Property		25
Plan		25
Pledge Agreement		25
Prime Rate		25
Prior Owner		25
Property		25
Purchase Agreement		25
Purchase Option		25

TABLE OF CONTENTS
(Continued)

	Page
Qualified Affiliate		26
Qualified Income Payments		26
Qualified Prepayments		26
Real Property		27
Remedial Work		27
Rent		27
Responsible Financial Officer		27
Royal Bank of Scotland		27
Secured Spread		27
Subsidiary		27
Supplemental Payment		27
Supplemental Payment Obligation		27
Term		27
Transaction Expenses		27
Unfunded Benefit Liabilities		28
Unsecured Spread		28

ARTICLE II — SHARED PROVISIONS		28
1.	Notices	28
2.	Severability	30
3.	No Merger	30
4.	No Implied Waiver	30
5.	Entire and Only Agreements	31
6.	Binding Effect	31
7.	Time is of the Essence	31
8.	Governing Law	31
9.	Paragraph Headings	31
10.	Negotiated Documents	31
11.	Terms Not Expressly Defined in an Operative Document	31
12.	Other Terms and References	31
13.	Execution in Counterparts	32
14.	Not a Partnership, Etc	33
15.	No Fiduciary Relationship Intended	33

(iii)

TABLE OF CONTENTS
(Continued)

		Page
Annexes
Annex 22	LIBOR Election Form
Annex 23	Minimum Insurance Requirements

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #3)

     This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (FREMONT/BUILDING #3) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

     Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

     “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

     “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Administrative Fees” means the fees identified as such in subparagraph 3(E) of the Lease.

     “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

     “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

     “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

     “Arrangement Fee” has the meaning indicated in subparagraph 3(D) of the Lease.

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     “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

     “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

     “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

     “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Effective Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

     (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

     (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

     (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of

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September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

     “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Effective Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

     (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

     (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

     1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2009, the third calendar month after January, 2009.

     2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2009.

     “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

     “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws of France, and any successors of such bank.

     “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

     (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified

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Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a Base Rent Period; or

     (2) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any Base Rent Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to LIBOR for the then current Base Rent Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

     “Break Even Price” has the meaning indicated in the Purchase Agreement.

     “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

     “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

     “Closing Certificate” means the Closing Certificate and Agreement (Fremont/Building #3) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals the

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Lease Balance on the first day of such Base Rent Period. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

     “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

     “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

     “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

     “Designated Sale Date” means the earliest of:

     (1) the first Business Day of January, 2015; or

     (2) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business

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Day so designated; or

     (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing; or

• following any change in the zoning or other Applicable Laws affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

     “Effective Date” means December 21, 2007.

     “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

     “Environmental Laws” means any and all existing and future Applicable Laws

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pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

     “Environmental Report” means the following report: November 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, of LAM Campus 4650, 4540, 4400 and 4300 Cushing Parkway Fremont, CA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

     “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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     “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

     “Established Misconduct” of a Person means, and is limited to:

     (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

     (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

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In no event, however, will Established Misconduct include actions of any Person undertaken in good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

     “Event of Default” means any of the following:

     (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

     (B) LRC fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

     (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

     (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

     (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no

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such third party claim or criminal prosecution is instituted or overtly threatened, the period within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

     (F) LRC abandons any material part of the Property.

     (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

     (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

     (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

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     (J) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

     (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

     (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

     (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

     (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

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     (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

     (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

     (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

     “Excluded Taxes” means:

     (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

     (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the

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Purchase Agreement or with respect to which the Purchase Agreement governs the distribution and allocation of sales proceeds; and

     (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

     (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

     (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

     (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC’s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

     “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 14

Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

     “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to maintain its investment in the Property.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

     “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or asserting jurisdiction over LRC or the Property.

     “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

     “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property,

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surface water, groundwater or any body of water under, in, into or onto the Property and any resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

     “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

     “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

     (A) Liabilities for borrowed money;

     (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

     (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

     (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

     (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

     (F) Liabilities arising under conditional sales or other title retention agreements;

     (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

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     (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

     (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

     (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

     (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

     (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

     “Initial Advance” means, collectively, all advances made by BNPPLC’s Parent (directly or through one or more of its Affiliates) or any Participants to or on behalf of BNPPLC on or

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prior to the Effective Date to cover the purchase price payable by BNPPLC to the Prior Owner for its interest in the Land and Improvements and other Property and to cover the cost to BNPPLC of certain Transaction Expenses and other amounts confirmed in the Closing Letter.

     “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein, (2) BNPPLC’s Parent, and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

     “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

     “Lease” means the Lease Agreement (Fremont/Building #3) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

Consistent with the recent independent appraisal obtained by LRC, the Lease Balance is allocated between the Land and the Improvements as follows: 41.642430% of the Lease Balance is attributable to the Land, and the remaining 58.357570% of the total Lease Balance is attributable to Improvements. However, such percentage allocations may be adjusted by reason of Qualified Prepayments as follows: If any damage or taking to Improvements results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Improvements. Similarly, if any taking by eminent domain of any portion of the Land results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Land. If both Land and Improvements are subject to a partial taking by eminent domain, then any resulting Qualified Prepayments will be allocated between the portion of the Lease Balance attributable to the Land and the portion attributable to

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the Improvements in proportion to the adverse impact such taking has on the value of the Land and Improvements (respectively) which are covered by and subject to the Operative Documents immediately after the taking as compared to immediately before the taking. Finally, after the reduction of the Lease Balance by reason of any Qualified Prepayments described in this definition, the percentage allocations of the Lease Balance between Land and Improvements will be re-computed, with (i) the percentage of the Lease Balance allocated to the Improvements being equal to the remaining Lease Balance attributable to the Improvements, divided by the total Lease Balance, and (ii) the percentage of the Lease Balance allocated to the Land being equal to the remaining Lease Balance attributable to the Land, divided by the total Lease Balance.

     “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

     “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

     (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

     (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

     (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 19

     (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

     “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

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• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

     “LIBOR Period” means any Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(3) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority, (G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted

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Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

     “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

     “LRC” means Lam Research Corporation, a Delaware corporation.

     “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

     “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

     “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

     “Operative Documents” means the following documents executed by LRC and

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BNPPLC: (1) Closing Certificate, (2) the Lease, (3) the Pledge Agreement, (4) the Purchase Agreement, (5) this Common Definitions and Provisions Agreement, (6) the Closing Letter, (7) the Memorandum (Short Form) of Lease (Fremont/Building #3) dated as of the Effective Date, (8) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) dated as of the Effective Date, (9) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents, and (10) all Deposit Taker’s Agreement executed by LRC and BNPPLC as provided in the Pledge Agreement.

     “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, the only Participant is ABN AMRO BANK, N.V., which has been approved by LRC and is executing the Participation Agreement contemporaneously with the execution of the Operative Documents. LRC has also approved Royal Bank of Scotland as bank who may become a Participant. In addition to ABN AMRO BANK, N.V. and Royal Bank of Scotland, others Persons approved by LRC may from time to time agree with BNPPLC to share in the risks and rewards of the Operative Documents by executing supplements to the Participation Agreement. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial Institution. However, as to any prospective Participant (other than Royal Bank of Scotland) that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

     “Participation Agreement” means the Participation Agreement (Fremont/Building #3) between BNPPLC and ABN AMRO BANK, N.V. dated as of the Effective Date, pursuant to which ABN AMRO BANK, N.V. has agreed to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

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     “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

     (1) exceed that reasonably required for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

     (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

     “Permitted Transfer” means any of the following:

     (1) any assignment or conveyance by BNPPLC requested by LRC or required by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

     (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

     (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to

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secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

     (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

     (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

     “Personal Property” has the meaning indicated on page 2 of the Lease.

     “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

     “Pledge Agreement” means the Pledge Agreement (Fremont/Building #3) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 25

described in this definition.

     “Prior Owner” means SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

     “Property” means the Personal Property and the Real Property, collectively.

     “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) dated as of the Effective Date between BNPPLC and LRC, as such agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Purchase Option” has the meaning indicated in the Purchase Agreement.

     “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

     “Qualified Income Payments” means: (A) Base Rent; (B) payments of the following made to BNPPLC to satisfy the Lease: the Arrangement Fee, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (C) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(G) of the Lease; and (D) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (C).

     “Qualified Prepayments” means any payments received by BNPPLC from time to time during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, or (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance and the Break Even Price):

     (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 26

     (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

     (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

     (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in Paragraph 9 of the Lease.

     “Real Property” has the meaning indicated on page 2 of the Lease.

     “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

     “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

     “Royal Bank of Scotland” means The Royal Bank of Scotland Group plc or any of its Affiliates.

     “Secured Spread” means forty basis points (40/100 of 1%).

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 27

     “Subsidiary” means, with respect to any Person, any Affiliate of which at least a majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

     “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

     “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

     “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

     “Transaction Expenses” means costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein.

     “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

     “Unsecured Spread” means one hundred basis points (1%).

ARTICLE II — SHARED PROVISIONS

     The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

     1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC to BNPPLC or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 28

     (i) All Rent and other amounts required to be paid by LRC to BNPPLC must be paid to BNPPLC in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP New York
/AC/ 0020-517000-070-78
/Ref/ Lam Research Corporation/Building #3 Lease

     or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

     (ii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

Address of BNPPLC:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Telecopy: (972) 788-9140

Email: lloyd.cox@americas.bnpparibas.com

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 29

Address of LRC:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Telecopy: (512) 572-1586
Email: Roch.Leblanc@lamrc.com

with a copy to:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services

Telecopy: (510) 572-2876
Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

     2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

     3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 30

     4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

     5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

     6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

     7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

     8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

     9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

     10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 31

     11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

     12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 32

party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

     14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

     15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

Common Definitions and Provisions Agreement (Fremont/Building #3) — Page 33

     IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Fremont/Building #3) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Common Definitions and Provisions Agreement (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of December 21, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                     , 200      subject to a LIBOR Election of                      month(s).

     We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached AISO@ means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

3. Conditions Affecting All Insurance Required Herein.

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.

Annex 2-Page 1

E. Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.

All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F.	Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.
G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. All deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk.

Annex 2-Page 2

4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

i.	Each Occurrence Limit	$1,000,000
ii.	General Aggregate Limit	$2,000,000
iii.	Product-Completed Operations Aggregate Limit	$2,000,000
iv.	Personal and Advertising Injury Limit	$1,000,000

     D. Required Endorsements:

i.	Additional Insured.	status as required in 3.F., above.
ii.	[intentionally deleted]
iii.	[intentionally deleted]
iv.	Notice of Cancellation, Nonrenewal or Reduction in Coverage:	as required in 3.E., above.
v.	[intentionally deleted]
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

5. Workers’ Compensation/Employer’s Liability Insurance.

A. Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.

B. Amount of Insurance: Coverage will be provided with a limit of not less than:

i.	Workers’ Compensation:	Statutory limits.
ii.	Employer’s Liability:	$1,000,000 each accident and each disease.

Annex 2-Page 3

6. Umbrella/Excess Liability Insurance.

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover all Improvements and any equipment made or to be made a permanent part of the Property.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft and flood and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings, excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

i. All Risks of Direct Damage, Per Occurrence, except flood: $500,000

Annex 2-Page 4

ii.	Delayed Opening Waiting Period:	15 Days
iii.	Flood, Per Occurrence:	$500,000 or excess of NFIP if in Flood Zone A

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. All property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.)

8. Evidence of Insurance.

A. Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent,

Annex 2-Page 5

must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.

B. Form:

i. All property insurance required herein will be evidenced by ACORD form 28, AEvidence of Property Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

ii. All liability insurance required herein will be evidenced by ACORD form 25, ACertificate of Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company.
iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words Aendeavor to@ and Abut failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives@ will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

Annex 2-Page 6

D. Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.

E. Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.

Annex 2-Page 7

EX-10.126

Exhibit 10.126

PLEDGE AGREEMENT
(FREMONT/BUILDING #3)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Default		2
		Deposit Account		2
		Deposit Taker		2
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Event of Default		5
		Lien		6
		Minimum Collateral Value		6
		Other Liable Party		6
		Percentage		6
		Qualified Pledge		7
		Secured Obligations		7
		Transition Account		7
		UCC		7
		Value		7
	(B)	Other Definitions		7
2	Pledge and Grant of Security Interest			8
3	Provisions Concerning the Deposit Takers			8
	(A)	Deposit Taker Agreements		8
	(B)	Qualification of Deposit Takers Generally		9
	(C)	Substitutions for Disqualified Deposit Takers		9
	(D)	Other Voluntary Substitutions of Deposit Takers		9
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		9
	(F)	Replacement of Participants Proposed by LRC		10
	(G)	Constructive Possession of Collateral		10
	(H)	Attempted Setoff by Deposit Taker		11
4	Delivery and Maintenance of Collateral			11
	(A)	Delivery of Cash Collateral by LRC		11
	(B)	Transition Account		11
	(C)	Allocation of Cash Collateral Among Deposit Takers		12

			Page
	(D)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		12
	(E)	Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable		13
5	Withdrawal of Collateral			13
	(A)	Withdrawal of Cash Collateral Prior to the Designated Sale Date		13
	(B)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		14
	(C)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		14
	(D)	No Other Right to Require or Make Withdrawals		14
	(E)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		14
6	Representations and Covenants of LRC			14
	(A)	Representations of LRC		15
	(B)	Covenants of LRC		15
7	Authorized Action by BNPPLC			17
8	Default and Remedies			17
	(A)	Remedies		17
	(B)	Recovery Not Limited		19
9	Miscellaneous			19
	(A)	Payments by LRC to BNPPLC		19
	(B)	Payments by BNPPLC to LRC		20
	(C)	Cumulative Rights, etc.		20
	(D)	Survival of Agreements		20
	(E)	Other Liable Party		20
	(F)	Termination		21

PLEDGE AGREEMENT
(FREMONT/BUILDING #3)

     This PLEDGE AGREEMENT (FREMONT/BUILDING #3) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Lease Agreement (Fremont/Building #3) and an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) (as from time to time supplemented, amended or restated, the “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Lease, BNPPLC is leasing to LRC property described in the Lease, and pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Collateral, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any

Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit A, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed a Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any

Pledge Agreement (Livermore/Parcel #3) — Page 3

date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

          “Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) ABN Amro Bank, N.V. or any successor of ABN Amro Bank, N.V., acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (3) Royal Bank of Scotland or any successor of Royal Bank of Scotland, acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (4) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (5) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A- (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC

Pledge Agreement (Livermore/Parcel #3) — Page 4

shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

     “Event of Default” means the occurrence of any of the following:

          (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

          (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

          (c) the failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

          (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

          (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

          (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Cash Collateral held by BNPPLC or the Deposit Takers exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not

Pledge Agreement (Livermore/Parcel #3) — Page 5

constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation

Pledge Agreement (Livermore/Parcel #3) — Page 6

Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Purchase Agreement, including (i) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (ii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iii) any damages incurred by BNPPLC because of (A) LRC’s breach of the Purchase Agreement or (B) the rejection by LRC of the Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Transition Account” shall have the meaning given it in subparagraph 4(B).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Purchase Agreement and not otherwise defined herein or in the Common Definitions and

Pledge Agreement (Livermore/Parcel #3) — Page 7

Provisions Agreement, shall have the same meanings herein as they would have in the Purchase Agreement. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (b) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. On or prior to the Effective Date, BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, has satisfied the Deposit Taker Prerequisites. Without limiting the foregoing, BNPPLC Paribas and each Participant’s designated Deposit Taker has received a completed, executed Deposit Taker’s Agreement from

Pledge Agreement (Livermore/Parcel #3) — Page 8

LRC and BNPPLC and has executed and returned the same to LRC and BNPPLC.
LRC acknowledges and agrees that (i) BNPPLC and any Participant may designate BNP Paribas or any other Eligible Deposit Taker as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall

Pledge Agreement (Livermore/Parcel #3) — Page 9

promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

Pledge Agreement (Livermore/Parcel #3) — Page 10

However, nothing in this subparagraph will be construed to permit or authorize any replacement by LRC of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Cash Collateral by LRC. On the Effective Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

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     (B) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be deposited directly into, and credited to and held by BNPPLC in, an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNPPLC and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (C) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit B.

     (D) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and

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may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(A)(4) or in subparagraph 5(B).

     (E) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal of Cash Collateral Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only

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to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit C. Otherwise, such notice must be in the form of Exhibit D.

     (5) No Default (under and as defined in this Agreement shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (B) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, and provided no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date (which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit E, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur.

     (C) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (D) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (E) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

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6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to

Pledge Agreement (Livermore/Parcel #3) — Page 15

enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

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     (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of

Pledge Agreement (Livermore/Parcel #3) — Page 17

Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest, regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and invest such monies or proceeds on behalf of LRC;

     (ii) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (iii) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

Pledge Agreement (Livermore/Parcel #3) — Page 18

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which

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will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address: 135 S. LaSalle Street
	Chicago, Il 60603
ABA # (Domestic):	071000505
SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral — Livermore/Parcel 6)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the

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failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of LRC or any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of LRC or any Other Liable Party, or any other event or proceeding affecting LRC or any Other Liable Party.

     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Pledge Agreement (Fremont/Building #3) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Pledge Agreement (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Pledge Agreement (Fremont/Building #3) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Fremont/Building #3) — Signature Page

Exhibit A
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(FREMONT/BUILDING #3)

     This Agreement (the “Agreement”), among _________________ (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Fremont/Building #3) dated as of December 21, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of __________, 20___, and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account		Account
Type	Office		Number
Time Deposit		_______		_______

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the parties hereby agree that Deposit Taker shall not be liable for any action taken by it in

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 2

accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. Except for the direct damages specifically described in the preceding sentence, in no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for any other damages, including, without limitation, indirect, special, punitive or consequential damages. LRC and BNPPLC jointly and severally agree to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

     The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

     In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision,

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 3

if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement, the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and interpreted in accordance with, the laws of the state in which the account office identified above

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 4

is located without regard to conflict of laws provisions. Any action in connection with this Agreement shall be brought in the courts of the State of Illinois, located in Cook County, or the courts of the United States of America for the Northern District of Illinois; provided, however, that with respect to an action brought by BNPPLC to enforce its rights with respect to the Collateral, such action may be brought in the courts of the State of California, located in the County of Alameda, or the courts of the United States of America for the Northern District of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds, irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of said courts. Each party hereto intentionally, knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: (in its capacity as a Participant)] and as described in the Pledge Agreement. Deposit Taker may terminate this Agreement upon ten (10) days’ prior written notice to BNPPLC and LRC in the event of a material breach of this Agreement (including non-payment of any Charges or other obligations under this Agreement), and which constitutes an Event of Default as that term is defined in the Common Definitions and Provisions Agreement, by either LRC or BNPPLC. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 5

Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker: _______________________
	_______________________
	_______________________
	Attn: ___________________________
	Telecopy: _______________________
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586
	Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this ______ day of ______________, __________.
[DEPOSIT TAKER]
By:
	Name:
	Title:

Exhibit A to Pledge Agreement (Fremont/Building #3) — Page 7

Exhibit B
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.	Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.
2.	The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A. BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B. Participant A (50%)		6,000,000
C. Participant B (45%)		5,400,000
TOTAL	$	12,000,000

3.	The initial Minimum Collateral Value was $12,000,000
4.	As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(A) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A. BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B. Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C. Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A. BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B. Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C. Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D. Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
TOTAL	$	12,000,000

Exhibit C
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[_________, _____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Pledge Agreement (Fremont/Building #3) dated as of December 21, 2007
between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #3) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit C to Pledge Agreement (Fremont/Building #3) — Page 2

Exhibit D
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[_______, ____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Pledge Agreement (Fremont/Building #3) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

     Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #3) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

____________________________ Dollars ($__________)

on the following date:

__________, ____

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

____________________________ Dollars ($__________).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit D to Pledge Agreement (Fremont/Building #3) — Page 2

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[_______, _____]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Pledge Agreement (Fremont/Building #3) dated as of December 21, 2007 between
Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #3) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

____________________________ Dollars ($__________)

on the following date (which, LRC acknowledges, must be the Designated Sale Date):

________, _____

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit E to Pledge Agreement (Fremont/Building #3) — Page 2

EX-10.127

Exhibit 10.127

CLOSING CERTIFICATE
AND AGREEMENT
(FREMONT/BUILDING #3)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property				2
	(A)	Prior Inspections and Investigations Concerning the Property			2
	(B)	Title			2
	(C)	Title Insurance			2
	(D)	Condition of the Property			2
	(E)	Environmental Representations			3
	(F)	Cooperation by LRC and its Affiliates			3
	(G)	Compliance with Covenants and Laws			4
2	Representations and Covenants by LRC				4
	(A)	Concerning LRC and the Operative Documents			4
		(1)	Entity Status		4
		(2)	Authority		4
		(3)	Solvency		5
		(4)	Financial Reports		5
		(5)	Pending Legal Proceedings		5
		(6)	No Default or Violation		5
		(7)	Use of Proceeds		6
		(8)	Enforceability		6
		(9)	Pari Passu		6
		(10)	Conduct of Business and Maintenance of Existence		6
		(11)	Investment Company Act, etc.		6
		(12)	Not a Foreign Person		6
		(13)	ERISA		7
		(14)	Compliance With Laws		7
		(15)	Payment of Taxes Generally		7
		(16)	Maintenance of Insurance Generally		8
		(17)	Franchises, Licenses, etc.		8
		(18)	Labor		8
		(19)	Title to Properties Generally		8
		(20)	Books and Records		8
		(21)	Visitation, Inspection, Etc.		8
	(B)	Further Assurances			9
	(C)	OFAC			9
	(D)	Financial Statements; Required Notices; Certificates			9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements			11
	(F)	U.S. Patriot Act			11
	(G)	Omissions			12
3	Financial Covenants and Negative Covenants of LRC				12
	(A)	Financial Covenant — Minimum Liquidity			12
	(B)	Negative Covenants			12
		(2)	Change in Nature of Business		12

TABLE OF CONTENTS
(Continued)

				Page
		(3)	Sales, Etc. of Assets		12
		(4)	Multiemployer ERISA Plans		13
		(5)	Prohibited ERISA Transaction		13
4	Limited Representations and Covenants of BNPPLC				13
	(A)	Concerning Accounting Matters			13
	(B)	Other Limited Representations			16
		(1)	Entity Status		16
		(2)	Authority		16
		(3)	Solvency		16
		(4)	Pending Legal Proceedings		17
		(5)	No Default or Violation		17
		(6)	Enforceability		17
		(7)	Conduct of Business and Maintenance of Existence		17
		(8)	Not a Foreign Person		17
	(C)	Modifications of the Participation Agreement			18
	(D)	No Implied Representations or Promises by BNPPLC			18
5	Usury Savings Provision				18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement				19
7	Waiver of Jury Trial				19
8	Amendment, Restatement and Replacement of the Prior Lease				19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

(ii)

CLOSING CERTIFICATE AND AGREEMENT

(FREMONT/BUILDING #3)

     This CLOSING CERTIFICATE AND AGREEMENT (FREMONT/BUILDING #3) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A, and at the request of LRC BNPPLC is acquiring the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #3) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than amount of the Initial Advance, in form and substance satisfactory to BNPPLC (including comprehensive, survey, variable rate, access, and such other endorsements as may be requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown on the plat included as part of the ALTA/ACSM Land Title Survey of 4540 Cushing Parkway and 4650 Cushing Parkway, dated September, 1999, prepared by Kier & Wright Civil Engineers & Surveyors, Inc., Job No. 87041-9, certified to Lam Research Corporation and others by Jimmy R. Vigil, LS 6256, on September 17, 1999 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the

use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. The Property and use thereof permitted by the Lease comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such uses of the Property. The Improvements are useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of

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adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The use of the Property permitted by the Lease complies, or will comply after LRC obtains readily available permits ( as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and

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qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or

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encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined

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in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

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     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account, containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in

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which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the

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corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

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     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges

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that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole, as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related

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transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as

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	targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;
•	“fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);
•	with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;
•	with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);
•	with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective

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Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to

Closing Certificate and Agreement (Fremont/Building #3) — Page 15

provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any

Closing Certificate and Agreement (Fremont/Building #3) — Page 16

other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any

Closing Certificate and Agreement (Fremont/Building #3) — Page 17

evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) Modifications of the Participation Agreement. So long as no Event of Default has occurred and is continuing, BNPPLC will not (without LRC’s prior approval) agree with Participants to amend the definitions of “Majority” or “Major Stakeholder” in the Participation Agreement or subparagraph 6(A) or Paragraph 13 of the Participation Agreement; provided, however, this provision will not be construed to preclude or limit BNPPLC’s right to make any agreement with one or more Participants to take any action, or refrain from taking any action, not otherwise prohibited by the Operative Documents and permitted by the Participation Agreement.

     (D) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such

Closing Certificate and Agreement (Fremont/Building #3) — Page 18

excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

Closing Certificate and Agreement (Fremont/Building #3) — Page 19

8 Amendment, Restatement and Replacement of the Prior Lease. This Agreement and the other Operative Documents, collectively, are intended to amend, restate and replace entirely the Prior Lease with respect to the Property. Without limiting the rights and obligations of LRC under the Operative Documents, LRC acknowledges that any and all rights and interests it has under the Prior Lease, or otherwise, in and to the Land, the improvements to the Land and any other property included in the Property (except under the Operative Documents) are superseded by the Operative Documents and that BNPPLC will have no liability under the Prior Lease for any default or breach thereof by the Prior Owner or otherwise.

[The signature pages follow.]

Closing Certificate and Agreement (Fremont/Building #3) — Page 20

     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Fremont/Building #3) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #3) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Closing Certificate and Agreement (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #3) dated as of December 21, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #3) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 1, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP. ON OF PARCEL 1, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Rights of the public in and to that portion of the land lying within CUSHING ROAD AND CUSHING PARKWAY.

     3. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded MARCH 25, 1963 in REEL 835, IMAGE 483 of Official Records.

     In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

     Affects: A NORTHWESTERLY PORTION

     4. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded JULY 16, 1968 in REEL 2218, IMAGE 506 of Official Records.

     In Favor of: THE CITY OF FREMONT, A MUNICIPAL CORPORATION

     Affects: A NORTHERLY PORTION

     5. The terms and provisions contained in the document entitled “AGREEMENT” recorded JULY 16, 1968 in REEL 2218, IMAGE 508 of Official Records. BY AND BETWEEN ARMANDO RAMACCIOTTI, ET AL AND THE CITY OF FREMONT.

     6. An easement for WATER PIPELINES and incidental purposes, recorded DECEMBER 21, 1978 in REEL 5729, IMAGE 192 of Official Records.

     In Favor of: THE EAST BAY DISCHARGES AUTHORITY

     Affects: A PORTION OF SAID LAND

     7. An easement for UNDERGROUND WATER PIPELINES and incidental purposes, recorded MAY 20, 1980 as SERIES NO. 80-087802 of Official Records.

     In Favor of: EAST BAY DISCHARGES AUTHORITY

     Affects: THE SOUTH 30 FEET

     8. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

     In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

     Affects: THE NORTHERLY 15 FEET

     9. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial

status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     10. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     11. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83178017 of Official Records.

     In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

     Affects: SOUTH 15 FEET OF NORTH 41 FEET

     12. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178018 of Official Records.

     In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION

     Affects: A NORTHERN PORTION

     13. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT

Exhibit B to Closing Certificate and Agreement (Fremont/Building #3) — Page 2

NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     14. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

     For: COUNTY ROAD NO. 2769 and incidental purposes.

     AFFECTS: NORTHWESTERLY PORTION OF PARCEL 1

     FOR: WATER PIPELINES AND INCIDENTAL PURPOSES.

     AFFECTS: SOUTHERLY PORTION OF PARCELS 1 AND 2.

     FOR: STREET AND INCIDENTAL PURPOSES.

     AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

     FOR: LANDSCAPE AND INCIDENTAL PURPOSES.

     AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

     FOR: PUBLIC UTILITY AND INCIDENTAL PURPOSES.

     AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

     FOR: PRIVATE STORM DRAIN AND INCIDENTAL PURPOSES.

     AFFECTS: SOUTHERLY PORTION OF PARCEL 2.

     FOR:

     JOINT ACCESS AND INCIDENTAL PURPOSES.

AFFECTS: EASTERLY PORTION OF PARCEL 1 AND THE WESTERLY PORTION OF PARCEL 2.

     15. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF GRANT OF EASEMENT” recorded DECEMBER 2, 1991 as SERIES NO. 91318633 of Official Records.

     16. An easement for PUBLIC UTILITIES and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

     In Favor of: PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
     Affects: A PORTION OF SAID LAND

     17. The land lies within the boundaries of proposed community facilities District No. 1995-1, as disclosed by a map filed JULY 10, 1995 in BOOK 10, PAGES 13-19 of maps of assessment and community facilities districts.

Exhibit B to Closing Certificate and Agreement (Fremont/Building #3) — Page 3

     18. An easement for PUBLIC SERVICE and incidental purposes, recorded JUNE 12, 2003 as SERIES NO. 2003345103 of Official Records.

     In Favor of: THE CITY OF FREMONT

     Affects: PORTION OF SAID LAND

Exhibit B to Closing Certificate and Agreement (Fremont/Building #3) — Page 4

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Fremont/Building #3) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this ___ day of _________, 20___.

[INSERT SIGNATURE BLOCK FOR A RESPONSIBLE FINANCIAL OFFICER]
 

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Fremont/Building #3) dated as of December 21, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“ BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

     Executed this ___ day of _________, 20___.

Exhibit D to Closing Certificate and Agreement (Fremont/Building #3) — Page 1

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Exhibit D to Closing Certificate and Agreement (Fremont/Building #3) — Page 2

EX-10.128

Exhibit 10.128

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #3)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Applicable Purchaser”			2
	“BNPPLC’s Actual Out of Pocket Costs”			2
	“Break Even Price”			3
	“Break Even Price (Improvements)”			3
	“Break Even Price (Land)”			3
	“Committed Price”			3
	“Conditions to LRC’s Initial Remarketing Rights”			3
	“Cutoff Date”			3
	“Decision Not to Sell at a Loss”			4
	“Deemed Sale”			4
	“DSD Sales Proceeds (Improvements)”			4
	“DSD Sales Proceeds (Land)”			4
	“Extended Remarketing Period”			4
	“Fair Market Value”			4
	“Final Sale Date”			4
	“Improvements Value Percentage”			5
	“Initial Remarketing Notice”			5
	“Initial Remarketing Price”			5
	“Land Value Percentage”			5
	“Lease Balance”			5
	“LRC’s Extended Remarketing Right”			5
	“LRC’s Initial Remarketing Rights”			6
	“Make Whole Amount”			6
	“Maximum Remarketing Obligation (Improvements)”			6
	“Maximum Remarketing Obligation (Land)”			6
	“Notice of Sale”			6
	“Proposed Sale”			6
	“Proposed Sale Date”			6
	“Purchase Option”			6
	“Put Option”			6
	“Qualified Sale”			7
	“Sale Closing Documents”			7
	“Supplemental Payment”			7
	“Supplemental Payment Obligation”			7
	“Valuation Procedures”			7
2	LRC’s Options and Obligations on the Designated Sale Date			7
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		7
	(B)	Designation of the Purchaser		10
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		10

TABLE OF CONTENTS
(Continued)

			Page
	(D)	Security for LRC’s Purchase Option		10
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			11
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		11
	(B)	LRC’s Extended Right to Remarket		11
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		12
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		12
4	Transfers By BNPPLC After the Designated Sale Date			13
	(A)	BNPPLC’s Right to Sell		13
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		13
	(C)	Release and Quitclaim by LRC		13
	(D)	Easements and Other Transfers in the Ordinary Course of Business		14
5	Terms of Conveyance Upon Purchase			14
	(A)	Tender of Sale Closing Documents		14
	(B)	Delivery of Escrowed Proceeds		15
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			15
	(A)	Status of this Agreement Generally		15
	(B)	Automatic Termination of LRC’s Rights		15
	(C)	Payment Only to BNPPLC		16
	(D)	Preferences and Voidable Transfers		16
	(E)	Remedies Under the Other Operative Documents		16
7	Certain Remedies Cumulative			16
8	Attorneys’ Fees and Legal Expenses			16
9	Recording Memorandum			17
10	Successors and Assigns			17

(ii)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary’s Certificate
Exhibit G	FIRPTA Statement

(iii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #3)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (FREMONT/BUILDING #3) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #3) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #3) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease.)

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

     “97-1/Default (100%)” means a Default that consists of or results from:

     (A) a failure of LRC to make any payment required by any Operative Document, including any payment of Base Rent required by the Lease or any Supplemental Payment required by this Agreement on the Designated Sale Date;

     (B) any Hazardous Substance Activities occurring prior to the Cutoff Date;

     (C) any failure of LRC on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease;

     (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Lease;

     (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate; or

     (F) any bankruptcy or insolvency proceeding involving LRC or any of its Subsidiaries, as the debtor.

Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

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	“Break Even Price” means an amount equal to:
•	the Lease Balance, plus
•	BNPPLC’s Actual Out of Pocket Costs.
	“Break Even Price (Improvements)” means an amount equal to:
•	the portion of the Lease Balance attributable to the Improvements (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus
•	the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Improvements Value Percentage.
	“Break Even Price (Land)” means an amount equal to:
•	the portion of the Lease Balance attributable to the Land (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus
•	the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Land Value Percentage.
	“Committed Price” has the meaning indicated in subparagraph 3(B)(3).
	“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).
	“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the

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	Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.
	“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.
	“Deemed Sale” has the meaning indicated in subparagraph 3(C).
	“DSD Sales Proceeds (Improvements)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Improvements. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Improvements Value Percentage.
	“DSD Sales Proceeds (Land)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Land. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Land Value Percentage.
	“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.
	“Fair Market Value” has the meaning indicated in Exhibit B.
	“Final Sale Date” means the earlier of:
•	any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or
•	any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or
•	the second anniversary of the Designated Sale Date, which will be the date of a Deemed

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Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.

“Improvements Value Percentage” means a percentage determined as follows:

     (1) Unless a different percentage is determined using the Valuation Procedures prior to the Designated Sale Date as provided below, such percentage will equal the quotient computed by dividing the portion of the Lease Balance attributable to the Improvements by the total Lease Balance.

     (2) Prior to the Designated Sale Date, either party (LRC or BNPPLC) may elect to have such percentage determined using the Valuation Procedures, subject to the condition that the party making the election must give notice thereof to the other party no earlier than nine months prior to, and no later than six months prior to, the Designated Sale Date. Following such an election and the allocation of the Property’s value between Improvements and Land using the Valuation Procedures, the Improvements Value Percentage will equal the percentage of the Property’s value allocated to the Improvements, rather than to the Land, as described in Valuation Procedures.

“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.

“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.

“Land Value Percentage” means a percentage equal to the difference computed by subtracting the Improvements Value Percentage from 100%.

“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.

“LRC’s Extended Remarketing Right” has the meaning indicated in subparagraph 3(B).

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“LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2).

“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date, together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) the amount, but not less than zero, by which (i) all Local Impositions, insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.

“Maximum Remarketing Obligation (Improvements)” means a dollar amount equal to 81.080284% of the portion of the Lease Balance attributable to the Improvements.

“Maximum Remarketing Obligation (Land)” means a dollar amount equal to 100.000000% of the portion of the Lease Balance attributable to the Land.

“Notice of Sale” has the meaning indicated in subparagraph 3(B)(3).

“Proposed Sale” has the meaning indicated in subparagraph 3(B).

“Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(3).

“Purchase Option” has the meaning indicated in subparagraph 2(A)(1).

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	“Put Option” has the meaning indicated in subparagraph 3(A).
	“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:
•	results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or
•	is approved in advance as a Qualified Sale by LRC; or
•	is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (3) of subparagraph 3(D), to reimburse to LRC the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC; or
(b)	90% of the Fair Market Value of the Property.

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination is required by this Agreement of (i) the Fair Market Value of the Property or (ii) the allocation of the Property’s value between Land and Improvements.

2 LRC’s Options and Obligations on the Designated Sale Date.

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     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent and other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that:

     (i) either LRC or BNPPLC must have made the election described in clause (2) of the definition of Improvements Value Percentage above to have the Improvements Value Percentage determined using the Valuation Procedures;

     (ii) LRC must deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date;

     (iii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price; and

     (iv) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent and other amounts then due under the other Operative Documents.

Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights, if the Break Even Price exceeds the sum of the following: (1) any cash price that is actually tendered directly to BNPPLC by the Applicable Purchaser on the Designated Sale Date and that BNPPLC will not be required to

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pay over to LRC because of the next subparagraph 2(A)(2)(b), and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date, then (1) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Improvements) exceeds the Break Even Price (Improvements); and (2) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Land) exceeds the Break Even Price (Land).

     (3) LRC must pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) if for any reason whatsoever: (i) BNPPLC sells the Property pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), but does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) on the Designated Sale Date that equals or exceeds the sum of (A) the Break Even Price, plus (B) all payments, if any, required of BNPPLC by the preceding subparagraph 2(A)(2)(b); or (ii) BNPPLC does not sell the Property on the Designated Sale Date pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a). If BNPPLC sells the Property to LRC or one of its Affiliates pursuant to subparagraph 2(A)(1), LRC will pay BNPPLC’s Actual Out of Pocket Costs, if any. If, however, BNPPLC does not sell the Property pursuant to subparagraph 2(A)(1), the required Supplemental Payment will equal the sum of the following:

     (a) the lesser of (i) the amount by which the Break Even Price (Improvements) exceeds any DSD Sale Proceeds (Improvements) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Improvements); plus

     (b) the lesser of (i) the amount by which the Break Even Price (Land) exceeds any DSD Sale Proceeds (Land) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Land).

Without limiting the generality of the foregoing, LRC will have the obligation to make a Supplemental Payment (the “Supplemental Payment Obligation”) even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise, or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing

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Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC, together with all other files, documents and permits of LRC (including any subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease if neither LRC nor any Affiliate or other Applicable Purchaser purchases the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Property and the

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borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

     (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97-1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

     (1) BNPPLC has not exercised the Put Option as provided in

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subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(B) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (4) The Committed Price must be no less than the Make Whole Amount, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

     (3) third, to pay to BNPPLC an amount equal to the difference computed by

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subtracting any Supplemental Payment previously paid by LRC to BNPPLC from the Lease Balance;

     (4) fourth, to reimburse LRC for any such Supplemental Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such Supplemental Payment to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (3) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale (or deemed to be received in connection with a Deemed Sale), no interest on any Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property, and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

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     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after any Qualified Sale, LRC must execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property, including its lien rights under subparagraph 2(D). If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 14

time before thirty days after receipt of a demand for such cure from LRC.

     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (B) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of any Supplemental Payment required by subparagraph 2(A)(3) on the Designated Sale Date, then

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 15

the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. No termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any amounts due from LRC pursuant to any of the other Operative Documents and its right to exercise the Put Option.

     (C) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (D) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (E) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other party’s agreements hereunder.

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 16

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph 2(D) above.

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 17

     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 1, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP. ON OF PARCEL 1, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     This Exhibit also explains the procedures to be used to allocate the Property’s value between the Land and the Improvements if such an allocation is required because of an election made by LRC or BNPPLC as described in the definition of “DSD Sales Proceeds (Improvements)” in the body of this Agreement

     If any determination of Fair Market Value or allocation of value between Land and Improvements is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value or such allocation (as the case may be, the “Applicable Determination”) without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the Applicable Determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. In the case of any required determination of the Fair Market Value of the Property, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     “Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

     In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a

“Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

In the case of any required allocation of the Property’s value between Land and Improvements, all appraisers or others involved in the allocation will be given the following instruction:

     The allocation of the Property’s value between Land and Improvements will be made as follows: First, a determination of the Fair Market Value of the Property, taken as a whole, will be made using the definition of Fair Market Value set out above. Second, a determination will be made of the probable net cash price for which the Land would sell if it were unimproved (and assuming that there is no higher and better use for it than as a site for improvements of comparable size and utility to the Improvements) after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress (the “Land Value”). Next, the Land Value will be subtracted from the Fair Market Value of the Property to determine the “Improvements Value” (herein so called). The percentage of the Property’s value allocable to Improvements will equal the quotient computed by dividing the Improvements Value by the Fair Market Value of the Property. The percentage of the Property’s value allocated to the Land will equal the quotient computed by dividing the Land Value by the Fair Market Value of the Property.

In addition, just as the appraisers or others making the allocation will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of the Fair Market Value of the Property, taken as a whole, so too will they be instructed to make that assumption when calculating Land Value.

¹ If, however, the use of the Property by BNPPLC or any tenant under any Replacement Lease after LRC vacated the Property has resulted in excess wear and tear, such excess wear and tear will be assumed not to have occurred for purposes of determining Fair Market Value.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 2

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon any Applicable Determination as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Applicable Determination (an “Appraiser’s Agreement”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement as to any required Applicable Determination. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the Applicable Determination. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

     (b) If, despite the delivery of the promises described in the preceding subsection, the two appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 3

relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Applicable Determination, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify any Applicable Determination that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Applicable Determination thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. The expense of the appraisers and any officer of the California Bar Association who participates in the appraisal process described above will be paid by BNPPLC, but included in BNPPLC’s Actual Out of Pocket Costs for purposes of this Agreement.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a)) to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 4

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 5

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:	[LRC or the Applicable Purchaser]
ADDRESS:
ATTN:
CITY:
STATE:
Zip:

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of ________, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                                         , 20___, before me                                                             , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 3

[Continuation of signature pages to Deed dated to be effective as of ________, 20__.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20___, before me                                                             , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

PARCEL ONE:

PARCEL 1, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP. ON OF PARCEL 1, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 5

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Rights of the public in and to that portion of the land lying within CUSHING ROAD AND CUSHING PARKWAY.

     3. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded MARCH 25, 1963 in REEL 835, IMAGE 483 of Official Records.

In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:       A NORTHWESTERLY PORTION

     4. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded JULY 16, 1968 in REEL 2218, IMAGE 506 of Official Records.

In Favor of: THE CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:       A NORTHERLY PORTION

     5. The terms and provisions contained in the document entitled “AGREEMENT” recorded JULY 16, 1968 in REEL 2218, IMAGE 508 of Official Records. BY AND BETWEEN ARMANDO RAMACCIOTTI, ET AL AND THE CITY OF FREMONT.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 6

     6. An easement for WATER PIPELINES and incidental purposes, recorded DECEMBER 21, 1978 in REEL 5729, IMAGE 192 of Official Records.

In Favor of: THE EAST BAY DISCHARGES AUTHORITY
Affects:       A PORTION OF SAID LAND

     7. An easement for UNDERGROUND WATER PIPELINES and incidental purposes, recorded MAY 20, 1980 as SERIES NO. 80-087802 of Official Records.

In Favor of: EAST BAY DISCHARGES AUTHORITY
Affects:       THE SOUTH 30 FEET

     8. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:       THE NORTHERLY 15 FEET

     9. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     10. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     11. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83178017 of Official Records.

In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects: SOUTH 15 FEET OF NORTH 41 FEET

     12. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 7

purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178018 of Official Records.

In Favor of: CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects: A NORTHERN PORTION

     13. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89- 004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     14. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:             COUNTY ROAD NO. 2769 and incidental purposes.
AFFECTS: NORTHWESTERLY PORTION OF PARCEL 1

FOR:           WATER PIPELINES AND INCIDENTAL PURPOSES.
AFFECTS: SOUTHERLY PORTION OF PARCELS 1 AND 2.

FOR:           STREET AND INCIDENTAL PURPOSES.
AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

FOR:           LANDSCAPE AND INCIDENTAL PURPOSES.
AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 8

FOR:           PUBLIC UTILITY AND INCIDENTAL PURPOSES.
AFFECTS: NORTHERLY PORTION OF PARCELS 1 AND 2.

FOR:           PRIVATE STORM DRAIN AND INCIDENTAL PURPOSES.
AFFECTS: SOUTHERLY PORTION OF PARCEL 2.

FOR:           JOINT ACCESS AND INCIDENTAL PURPOSES.
AFFECTS: EASTERLY PORTION OF PARCEL 1 AND THE WESTERLY PORTION OF PARCEL 2.

     15. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF GRANT OF EASEMENT” recorded DECEMBER 2, 1991 as SERIES NO. 91318633 of Official Records.

     16. An easement for PUBLIC UTILITIES and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

In Favor of: PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
Affects:       A PORTION OF SAID LAND

     17. The land lies within the boundaries of proposed community facilities District No. 1995-1, as disclosed by a map filed JULY 10, 1995 in BOOK 10, PAGES 13-19 of maps of assessment and community facilities districts.

     18. An easement for PUBLIC SERVICE and incidental purposes, recorded JUNE 12, 2003 as SERIES NO. 2003345103 of Official Records.

In Favor of: THE CITY OF FREMONT
Affects:        PORTION OF SAID LAND

     19. [INSERT REFERENCE TO LEASE, AS AMENDED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 9

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) dated as of December 21, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Fremont/Building #3) dated as of December 21, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #3) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a ___(“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Lease, whether such rights are presently known or unknown, including rights of the Assignor to be indemnified

against environmental claims of third parties as provided in the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any of Assignor’s Affiliates or any Participants, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of ______, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

     On                     , 20___, before me                                                              , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of ________, 20___.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20___, before me                                                             , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of                                         , ___, by [LRC or the Applicable Purchaser], a                                          (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, “Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Fremont/Building #3) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 21, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of ______, 20___.

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

     On                     , 20___, before me                                                             , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this                     , day of                                         , 20___.

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #3) (herein called the “Purchase Agreement”) dated as of December 21, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in                     , California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #3) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3. Transferor’s U.S. employer identification number is 75-2252918; and

4. Transferor’s office address is:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated:                                         , 20___.

Lloyd G. Cox, Managing Director of Transferor 

EX-10.129

Exhibit 10.129

LEASE AGREEMENT
(FREMONT/BUILDING #4)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

						Page
1	Term						3
	(A)	Scheduled Term					3
	(B)	Extension of the Term					3
2	Use and Condition of the Property						4
	(A)	Use					4
	(B)	Condition of the Property					4
	(C)	Consideration for and Scope of Waiver					5
3	Rent						5
	(A)	Base Rent Generally					5
	(B)	Calculation of and Due Dates for Base Rent					5
			(1	)	Determination of Payment Due Dates Generally		5
			(2	)	Special Adjustments to Base Rent Payment Dates and Periods		5
			(3	)	Base Rent Formula		5
	(C)	Additional Rent					7
	(D)	Arrangement Fee					7
	(E)	Administrative Fees					7
	(F)	No Demand or Setoff					7
	(G)	Default Interest and Order of Application					7
4	Nature of this Agreement						7
	(A)	“Net” Lease Generally					7
	(B)	No Termination					8
	(C)	Characterization of this Lease					8
5	Payment of Executory Costs and Losses Related to the Property						10
	(A)	Local Impositions					10
	(B)	Increased Costs; Capital Adequacy Charges					10
	(C)	LRC’s Payment of Other Losses; General Indemnification					12
	(D)	Exceptions and Qualifications to Indemnities					15
	(E)	Collection on Behalf of Participants					18
6	Items Included in the Property						18
7	Environmental						19
	(A)	Environmental Covenants by LRC					19
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC					19
	(C)	Environmental Inspections and Reviews					20
	(D)	Communications Regarding Environmental Matters					20
8	Insurance Required and Condemnation						21
	(A)	Liability Insurance					21
	(B)	Property Insurance					22
	(C)	Failure to Obtain Insurance					22
	(D)	Condemnation					23
	(E)	Waiver of Subrogation					23
9	Application of Insurance and Condemnation Proceeds						23
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally					23

TABLE OF CONTENTS
(Continued)

			Page
	(B)	Advances of Escrowed Proceeds to LRC		24
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		25
	(E)	LRC’s Obligation to Restore		25
	(F)	Takings of All or Substantially All of the Property		25
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			26
	(A)	Operation and Maintenance		26
	(B)	Debts for Construction, Maintenance, Operation or Development		26
	(C)	Repair, Maintenance, Alterations and Additions		26
	(D)	Permitted Encumbrances		27
	(E)	Books and Records Concerning the Property		27
11	Assignment and Subletting by LRC			27
	(A)	BNPPLC’s Consent Required		27
	(B)	Standard for BNPPLC’s Consent to Assignments and Certain Other Matters		28
	(C)	Consent Not a Waiver		28
12	Assignment by BNPPLC			28
	(A)	Restrictions on Transfers		28
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		29
13	BNPPLC’s Right to Enter and to Perform for LRC			29
	(A)	Right to Enter		29
	(B)	Performance for LRC		29
14	Remedies			29
	(A)	Traditional Lease Remedies		29
	(B)	Foreclosure Remedies		32
	(C)	Enforceability		32
	(D)	Remedies Cumulative		32
15	Default by BNPPLC			33
16	Quiet Enjoyment			33
17	Surrender Upon Termination			33
18	Holding Over by LRC			33
19	Proprietary Information and Confidentiality			34
	(A)	Proprietary Information		34
	(B)	Confidentiality		34
20	Recording Memorandum			35
21	Independent Obligations Evidenced by Other Operative Documents			35

(ii)

TABLE OF CONTENTS
(Continued)

		Page
Exhibits and Schedules
Exhibit A	Legal Description
Exhibit B	California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(FREMONT/BUILDING #4)

     This LEASE AGREEMENT (FREMONT/BUILDING #4) (this “Lease”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and improvements on the Land from SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, (the “Prior Owner”) contemporaneously with the execution of this Lease.

     Pursuant to an existing lease dated as of June 1, 2003, originally between the Prior Owner, as lessor, and LRC, as lessee, (“LRC’s Prior Lease”) LRC is already in possession of the Land.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to continue to lease to LRC the Land and the Improvements, and by this Lease BNPPLC and LRC desire to evidence such agreement. As provided in the Closing Certificate, this Lease and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from

the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner or as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property.”

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and

include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term.

     (A) Scheduled Term. The term of this Lease (the “Term”) will commence on the Effective Date and will end on the first Business Day of January, 2015, unless extended as provided in subparagraph 1(B) or sooner terminated as expressly provided in other provisions of this Lease.

     (B) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such

Lease Agreement (Fremont/Building #4) — Page 3

extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

Lease Agreement (Fremont/Building #4) — Page 4

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B) have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

(a) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

Lease Agreement (Fremont/Building #4) — Page 5

• the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge Agreement), times

• the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty, plus

(b) the product of:

• the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date (or if there was no previous Base Rent Date, from the Effective Date) to the Base Rent Date upon which such installment becomes due, divided by

• three hundred sixty.

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Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% – 100%] x [1% + 4%]) x 30/360} =
$36,666

     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Arrangement Fee. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease LRC must pay BNPPLC an arrangement fee (the “Arrangement Fee”) as provided in the Closing Letter. The Arrangement Fee will represent Additional Rent for the first Base Rent Period.

     (E) Administrative Fees. In addition to other amounts payable by LRC hereunder, contemporaneously with the execution of this Lease and on the first Base Rent Date that follows each anniversary of the Effective Date prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (F) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (G) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

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4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

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     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to

Lease Agreement (Fremont/Building #4) — Page 9

BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules

Lease Agreement (Fremont/Building #4) — Page 10

Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the

Lease Agreement (Fremont/Building #4) — Page 11

Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay, reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to

Lease Agreement (Fremont/Building #4) — Page 12

	the Term;
•	the enforcement of the Operative Documents;
•	the making or maintenance of Funding Advances;
•	the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or
•	any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the

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additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

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• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

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     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

• Losses that result from any Liens Removable by BNPPLC; or

• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement.

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from

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its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

(3) Settlements Without the Prior Consent of LRC.

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other

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Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, to the extent, if any, acquired by LRC (in whole or in part) with funds advanced by or on behalf of the Prior

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Owner (or any predecessor in interest to the Prior Owner with respect to any property covered by the Prior Lease) under or in connection with the Prior Lease (or any prior lease agreement amended and restated by the Prior Lease) or with other funds for which LRC received reimbursement from such funds advanced by or on behalf of the Prior Owner (or a predecessor in interest), all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of the Prior Owner and transferred by it to BNPPLC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental.

     (A) Environmental Covenants by LRC.

     (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

     (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

     (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

     (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to

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protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such breach, or (4) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to

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believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of

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the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (B) Property Insurance.

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has

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occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim

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which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in

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this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or less

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than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) restore or improve the Property or the remainder thereof to a condition that is safe and sightly and as near to the same condition as existed prior to such event as is possible and in any event to a value no less than the Lease Balance.

     (F) Takings of All or Substantially All of the Property. In the event of any taking of all or substantially all of the Property, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

10 Additional Representations, Warranties and Covenants of LRC Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a

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copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact on the value of the Property.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

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     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer,

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mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents, and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event

Lease Agreement (Fremont/Building #4) — Page 29

be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“Lease Termination Damages”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves

Lease Agreement (Fremont/Building #4) — Page 30

could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all the detriment proximately caused by the early termination of this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to mean the sum of the Maximum Remarketing Obligation (Improvements) and the Maximum Remarketing Obligation (Land) (both as defined in the Purchase Agreement) and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in

Lease Agreement (Fremont/Building #4) — Page 31

effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a nonjudicial sale to foreclose the deed of trust with power of sale, lien and security interest granted in Exhibit B (the “Deed of Trust”) for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a judicial foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in

Lease Agreement (Fremont/Building #4) — Page 32

case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially

Lease Agreement (Fremont/Building #4) — Page 33

completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason

Lease Agreement (Fremont/Building #4) — Page 34

other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

Lease Agreement (Fremont/Building #4) — Page 35

21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

Lease Agreement (Fremont/Building #4) — Page 36

     IN WITNESS WHEREOF, this Lease Agreement (Fremont/Building #4) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Lease Agreement (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Lease Agreement (Fremont/Building #4) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Fremont/Building #4) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 2, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS, FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS:

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3 AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE WESTERLY LINE OF PARCEL 3, SOUTH 7° 11’ 33” EAST, 150.00 FEET; THENCE THE FOLLOWING FOUR (4) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; NORTH 7° 11’ 33” WEST, 45.00 FEET; NORTH 4° 16’ 47” WEST, 59.04 FEET; AND NORTH 7° 11’ 33” WEST, 46.04 FEET TO THE NORTHERLY LINE OF PARCEL 3; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 48’ 27” WEST, 15.00 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS.

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3, AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED

AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF PARCEL 3, DISTANT NORTHERLY 25.18 FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 281.49 FEET; THENCE THE FOLLOWING FIVE (5) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; SOUTH 7° 11’ 33” EAST, 168.34 FEET; SOUTH 37° 48’ 27” WEST, 5.66 FEET; SOUTH 7° 11’ 33” EAST, 110.09 FEET; AND SOUTH 89° 32’ 31” WEST, 8.06 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

California Deed of Trust With Power of Sale,
Lien and Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     For and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid and other good and valuable consideration, in order to secure the recovery of the Lease Balance by BNPPLC and the payment and performance of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), LRC does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to First American Title Insurance Company (in this Exhibit called the “Trustee”), IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land and all rights, titles and interests of any kind whatsoever of LRC in and to the Land, together with, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands

with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 2

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 3

Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 4

by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 5

such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 6

assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 7

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 8

were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 9

immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Fremont/Building #4) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #4)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 21, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		2
Attorneys’ Fees		2
Banking Rules Change		3
Base Rent		3
Base Rent Date		3
Base Rent Period		3
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Closing Certificate		5
Closing Letter		5
Code		5
Collateral Percentage		5
Common Definitions and Provisions Agreement		5
Constituent Documents		5
Default		6
Default Rate		6
Designated Sale Date		6
Effective Date		7
Eligible Financial Institution		7
Environmental Laws		7
Environmental Losses		7
Environmental Report		8
ERISA		8
ERISA Affiliate		8
ERISA Termination Event		8
Escrowed Proceeds		8
Established Misconduct		9

	Page
Event of Default		10
Excluded Taxes		13
Fed Funds Rate		14
Funding Advances		14
GAAP		14
Hazardous Substance		15
Hazardous Substance Activity		15
Improvements		15
Indebtedness		16
Initial Advance		17
Interested Party		17
Land		18
Lease		18
Lease Balance		18
Lease Termination Damages		18
Liabilities		18
LIBID		19
LIBOR		19
LIBOR Election		20
LIBOR Period		21
Lien		21
Liens Removable by BNPPLC		21
Local Impositions		21
Losses		22
LRC		22
Minimum Insurance Requirements		22
Multiemployer Plan		22
Operative Documents		22
Participant		22
Participation Agreement		23
Permitted Encumbrances		23
Permitted Hazardous Substance Use		23
Permitted Hazardous Substances		24
Permitted Transfer		24
Person		25
Personal Property		25
Plan		25
Pledge Agreement		25
Prime Rate		25
Prior Owner		25
Property		25
Purchase Agreement		25
Purchase Option		25

TABLE OF CONTENTS
(Continued)

	Page
Qualified Affiliate		26
Qualified Income Payments		26
Qualified Prepayments		26
Real Property		27
Remedial Work		27
Rent		27
Responsible Financial Officer		27
Royal Bank of Scotland		27
Secured Spread		27
Subsidiary		27
Supplemental Payment		27
Supplemental Payment Obligation		27
Term		27
Transaction Expenses		27
Unfunded Benefit Liabilities		28
Unsecured Spread		28

ARTICLE II — SHARED PROVISIONS		28
1.	Notices	28
2.	Severability	30
3.	No Merger	30
4.	No Implied Waiver	30
5.	Entire and Only Agreements	31
6.	Binding Effect	31
7.	Time is of the Essence	31
8.	Governing Law	31
9.	Paragraph Headings	31
10.	Negotiated Documents	31
11.	Terms Not Expressly Defined in an Operative Document	31
12.	Other Terms and References	31
13.	Execution in Counterparts	32
14.	Not a Partnership, Etc.	33
15.	No Fiduciary Relationship Intended	33

(iii)

TABLE OF CONTENTS
(Continued)

		Page
Annexes
Annex 1	LIBOR Election Form
Annex 2	Minimum Insurance Requirements

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(FREMONT/BUILDING #4)

     This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (FREMONT/BUILDING #4) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

     Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

     “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

     “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Administrative Fees” means the fees identified as such in subparagraph 3(E) of the Lease.

     “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

     “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

     “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

     “Arrangement Fee” has the meaning indicated in subparagraph 3(D) of the Lease.

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 2

     “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

     “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

     “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

     “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Effective Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

     (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

     (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

     (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 3

September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

     “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Effective Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

     (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

     (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

     1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2009, the third calendar month after January, 2009.

     2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2009, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2009.

     “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

     “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws of France, and any successors of such bank.

     “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

     (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 4

Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a Base Rent Period; or

     (2) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any Base Rent Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to LIBOR for the then current Base Rent Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

     “Break Even Price” has the meaning indicated in the Purchase Agreement.

     “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

     “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

     “Closing Certificate” means the Closing Certificate and Agreement (Fremont/Building #4) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals the

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Lease Balance on the first day of such Base Rent Period. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

     “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

     “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

     “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

     “Designated Sale Date” means the earliest of:

     (1) the first Business Day of January, 2015; or

     (2) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business

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Day so designated; or

     (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing; or

• following any change in the zoning or other Applicable Laws affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

     “Effective Date” means December 21, 2007.

     “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

     “Environmental Laws” means any and all existing and future Applicable Laws

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pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

     “Environmental Report” means the following report: November 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, of LAM Campus 4650, 4540, 4400 and 4300 Cushing Parkway Fremont, CA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

     “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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     “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

     “Established Misconduct” of a Person means, and is limited to:

     (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

     (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

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In no event, however, will Established Misconduct include actions of any Person undertaken in good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

     “Event of Default” means any of the following:

     (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

     (B) LRC fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

     (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

     (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

     (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no

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such third party claim or criminal prosecution is instituted or overtly threatened, the period within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

     (F) LRC abandons any material part of the Property.

     (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

     (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

     (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

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     (J) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

     (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

     (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

     (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

     (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

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     (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

     (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

     (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

     “Excluded Taxes” means:

     (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

     (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the

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Purchase Agreement or with respect to which the Purchase Agreement governs the distribution and allocation of sales proceeds; and

     (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

     (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

     (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

     (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC’s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

     “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the

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Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

     “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to maintain its investment in the Property.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

     “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or asserting jurisdiction over LRC or the Property.

     “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

     “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property,

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surface water, groundwater or any body of water under, in, into or onto the Property and any resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

     “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

     “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

     (A) Liabilities for borrowed money;

     (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

     (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

     (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

     (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

     (F) Liabilities arising under conditional sales or other title retention agreements;

     (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

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     (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

     (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

     (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

     (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

     (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

     “Initial Advance” means, collectively, all advances made by BNPPLC’s Parent (directly or through one or more of its Affiliates) or any Participants to or on behalf of BNPPLC on or

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 17

prior to the Effective Date to cover the purchase price payable by BNPPLC to the Prior Owner for its interest in the Land and Improvements and other Property and to cover the cost to BNPPLC of certain Transaction Expenses and other amounts confirmed in the Closing Letter.

     “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein, (2) BNPPLC’s Parent, and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

     “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

     “Lease” means the Lease Agreement (Fremont/Building #4) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

Consistent with the recent independent appraisal obtained by LRC, the Lease Balance is allocated between the Land and the Improvements as follows: 40.232319% of the Lease Balance is attributable to the Land, and the remaining 59.767681% of the total Lease Balance is attributable to Improvements. However, such percentage allocations may be adjusted by reason of Qualified Prepayments as follows: If any damage or taking to Improvements results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Improvements. Similarly, if any taking by eminent domain of any portion of the Land results in Qualified Prepayments, such Qualified Prepayments will reduce the portion of the Lease Balance attributable to the Land. If both Land and Improvements are subject to a partial taking by eminent domain, then any resulting Qualified Prepayments will be allocated between the portion of the Lease Balance attributable to the Land and the portion attributable to

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 18

the Improvements in proportion to the adverse impact such taking has on the value of the Land and Improvements (respectively) which are covered by and subject to the Operative Documents immediately after the taking as compared to immediately before the taking. Finally, after the reduction of the Lease Balance by reason of any Qualified Prepayments described in this definition, the percentage allocations of the Lease Balance between Land and Improvements will be re-computed, with (i) the percentage of the Lease Balance allocated to the Improvements being equal to the remaining Lease Balance attributable to the Improvements, divided by the total Lease Balance, and (ii) the percentage of the Lease Balance allocated to the Land being equal to the remaining Lease Balance attributable to the Land, divided by the total Lease Balance.

     “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

     “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

     (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

     (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

     (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 19

     (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

     “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 20

• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

     “LIBOR Period” means any Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(3) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority, (G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 21

Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

     “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

     “LRC” means Lam Research Corporation, a Delaware corporation.

     “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

     “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

     “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

     “Operative Documents” means the following documents executed by LRC and

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 22

BNPPLC: (1) Closing Certificate, (2) the Lease, (3) the Pledge Agreement, (4) the Purchase Agreement, (5) this Common Definitions and Provisions Agreement, (6) the Closing Letter, (7) the Memorandum (Short Form) of Lease (Fremont/Building #4) dated as of the Effective Date, (8) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) dated as of the Effective Date, (9) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents, and (10) all Deposit Taker’s Agreement executed by LRC and BNPPLC as provided in the Pledge Agreement.

     “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, the only Participant is ABN AMRO BANK, N.V., which has been approved by LRC and is executing the Participation Agreement contemporaneously with the execution of the Operative Documents. LRC has also approved Royal Bank of Scotland as bank who may become a Participant. In addition to ABN AMRO BANK, N.V. and Royal Bank of Scotland, others Persons approved by LRC may from time to time agree with BNPPLC to share in the risks and rewards of the Operative Documents by executing supplements to the Participation Agreement. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial Institution. However, as to any prospective Participant (other than Royal Bank of Scotland) that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

     “Participation Agreement” means the Participation Agreement (Fremont/Building #4) between BNPPLC and ABN AMRO BANK, N.V. dated as of the Effective Date, pursuant to which ABN AMRO BANK, N.V. has agreed to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 23

     “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

     (1) exceed that reasonably required for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

     (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

     “Permitted Transfer” means any of the following:

     (1) any assignment or conveyance by BNPPLC requested by LRC or required by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

     (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

     (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 24

secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

     (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

     (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

     “Personal Property” has the meaning indicated on page 2 of the Lease.

     “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

     “Pledge Agreement” means the Pledge Agreement (Fremont/Building #4) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 25

described in this definition.

     “Prior Owner” means SELCO Service Corporation, an Ohio corporation doing business in California as “Ohio SELCO Service Corporation”, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

     “Property” means the Personal Property and the Real Property, collectively.

     “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) dated as of the Effective Date between BNPPLC and LRC, as such agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Purchase Option” has the meaning indicated in the Purchase Agreement.

     “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

     “Qualified Income Payments” means: (A) Base Rent; (B) payments of the following made to BNPPLC to satisfy the Lease: the Arrangement Fee, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (C) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(G) of the Lease; and (D) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (C).

     “Qualified Prepayments” means any payments received by BNPPLC from time to time during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, or (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance and the Break Even Price):

     (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 26

     (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

     (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

     (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in Paragraph 9 of the Lease.

     “Real Property” has the meaning indicated on page 2 of the Lease.

     “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

     “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

     “Royal Bank of Scotland” means The Royal Bank of Scotland Group plc or any of its Affiliates.

     “Secured Spread” means forty basis points (40/100 of 1%).

     “Subsidiary” means, with respect to any Person, any Affiliate of which at least a

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 27

majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

     “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

     “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

     “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

     “Transaction Expenses” means costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein.

     “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

     “Unsecured Spread” means one hundred basis points (1%).

ARTICLE II — SHARED PROVISIONS

     The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

     1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC to BNPPLC or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

     (i) All Rent and other amounts required to be paid by LRC to BNPPLC must

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 28

be paid to BNPPLC in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP New York
/AC/ 0020-517000-070-78
/Ref/ Lam Research Corporation/Building #4 Lease

or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

     (ii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

Address of BNPPLC:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Telecopy: (972) 788-9140
Email: lloyd.cox@americas.bnpparibas.com

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 29

Address of LRC:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Telecopy: (512) 572-1586
Email: Roch.Leblanc@lamrc.com

with a copy to:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services

Telecopy: (510) 572-2876
Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

     2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

     3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

Common Definitions and Provisions Agreement Fremont/Building #4) — Page 30

     4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

     5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

     6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

     7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

     8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

     9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

     10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 31

     11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

     12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 32

party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

     14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

     15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

Common Definitions and Provisions Agreement (Fremont/Building #4) — Page 33

     IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Fremont/Building #4) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Common Definitions and Provisions Agreement (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of December 21, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                     , 200      subject to a LIBOR Election of                     month(s).

     We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached AISO@ means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

3. Conditions Affecting All Insurance Required Herein.

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.

Annex 2 — Page 1

E. Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.

All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F.	Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.
G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. All deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk.

Annex 2 — Page 2

4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

i.	Each Occurrence Limit	$	1,000,000
ii.	General Aggregate Limit	$	2,000,000
iii.	Product-Completed Operations Aggregate Limit	$	2,000,000
iv.	Personal and Advertising Injury Limit	$	1,000,000

D. Required Endorsements:

i.	Additional Insured.	status as required in 3.F., above.
ii.	[intentionally deleted]
iii.	[intentionally deleted]
iv.	Notice of Cancellation,
	Nonrenewal or
	Reduction in Coverage:	as required in 3.E., above.
v.	[intentionally deleted]
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

5. Workers’ Compensation/Employer’s Liability Insurance.

A.	Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.
B.	Amount of Insurance: Coverage will be provided with a limit of not less than:

i.	Workers’ Compensation:	Statutory limits.
ii.	Employer’s Liability:	$1,000,000 each accident and each disease.

Annex 2 — Page 3

6. Umbrella/Excess Liability Insurance.

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover all Improvements and any equipment made or to be made a permanent part of the Property.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft and flood and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings, excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

i. All Risks of Direct Damage, Per Occurrence, except flood: $ 500,000

Annex 2 — Page 4

ii.	Delayed Opening Waiting Period:	15 Days
iii.	Flood, Per Occurrence:	$500,000 or excess of NFIP if in Flood Zone A

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. All property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.)

8. Evidence of Insurance.

A. Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent,

Annex 2 — Page 5

must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.

B. Form:

i	All property insurance required herein will be evidenced by ACORD form 28, AEvidence of Property Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.
ii.	All liability insurance required herein will be evidenced by ACORD form 25, ACertificate of Insurance@, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company.
iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words Aendeavor to@ and Abut failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives@ will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

Annex 2-Page 6

D. Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.

E. Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.

Annex 2-Page 7

EX-10.130

Exhibit 10.130

PLEDGE AGREEMENT
(FREMONT/BUILDING #4)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Default		2
		Deposit Account		2
		Deposit Taker		2
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Event of Default		5
		Lien		6
		Minimum Collateral Value		6
		Other Liable Party		6
		Percentage		6
		Qualified Pledge		7
		Secured Obligations		7
		Transition Account		7
		UCC		7
		Value		7
	(B)	Other Definitions		7
2	Pledge and Grant of Security Interest			8
3	Provisions Concerning the Deposit Takers			8
	(A)	Deposit Taker Agreements		8
	(B)	Qualification of Deposit Takers Generally		9
	(C)	Substitutions for Disqualified Deposit Takers		9
	(D)	Other Voluntary Substitutions of Deposit Takers		9
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		9
	(F)	Replacement of Participants Proposed by LRC		10
	(G)	Constructive Possession of Collateral		10
	(H)	Attempted Setoff by Deposit Taker		11
4	Delivery and Maintenance of Collateral			11
	(A)	Delivery of Cash Collateral by LRC		11
	(B)	Transition Account		11
	(C)	Allocation of Cash Collateral Among Deposit Takers		12

			Page
	(D)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		12
	(E)	Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable		13
5	Withdrawal of Collateral			13
	(A)	Withdrawal of Cash Collateral Prior to the Designated Sale Date		13
	(B)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		14
	(C)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		14
	(D)	No Other Right to Require or Make Withdrawals		14
	(E)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		14
6	Representations and Covenants of LRC			14
	(A)	Representations of LRC		15
	(B)	Covenants of LRC		15
7	Authorized Action by BNPPLC			17
8	Default and Remedies			17
	(A)	Remedies		17
	(B)	Recovery Not Limited		19
9	Miscellaneous			19
	(A)	Payments by LRC to BNPPLC		19
	(B)	Payments by BNPPLC to LRC		20
	(C)	Cumulative Rights, etc		20
	(D)	Survival of Agreements		20
	(E)	Other Liable Party		20
	(F)	Termination		21

PLEDGE AGREEMENT
(FREMONT/BUILDING #4)

     This PLEDGE AGREEMENT (FREMONT/BUILDING #4) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Lease Agreement (Fremont/Building #4) and an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) (as from time to time supplemented, amended or restated, the “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Lease, BNPPLC is leasing to LRC property described in the Lease, and pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Collateral, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any

Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit A, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed a Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any

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date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

“Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) ABN Amro Bank, N.V. or any successor of ABN Amro Bank, N.V., acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (3) Royal Bank of Scotland or any successor of Royal Bank of Scotland, acting through any branch, office or agency in New York, Illinois or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (4) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (5) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A— (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC

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shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

“Event of Default” means the occurrence of any of the following:

     (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

     (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

     (c) the failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

     (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

     (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

     (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Cash Collateral held by BNPPLC or the Deposit Takers exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not

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constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation

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Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Purchase Agreement, including (i) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (ii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iii) any damages incurred by BNPPLC because of (A) LRC’s breach of the Purchase Agreement or (B) the rejection by LRC of the Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Transition Account” shall have the meaning given it in subparagraph 4(B).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Purchase Agreement and not otherwise defined herein or in the Common Definitions and

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Provisions Agreement, shall have the same meanings herein as they would have in the Purchase Agreement. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (b) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. On or prior to the Effective Date, BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, has satisfied the Deposit Taker Prerequisites. Without limiting the foregoing, BNPPLC Paribas and each Participant’s designated Deposit Taker has received a completed, executed Deposit Taker’s Agreement from

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LRC and BNPPLC and has executed and returned the same to LRC and BNPPLC. LRC acknowledges and agrees that (i) BNPPLC and any Participant may designate BNP Paribas or any other Eligible Deposit Taker as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall

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promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

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However, nothing in this subparagraph will be construed to permit or authorize any replacement by LRC of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Cash Collateral by LRC. On the Effective Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

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     (B) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be deposited directly into, and credited to and held by BNPPLC in, an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNPPLC and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (C) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit B.

     (D) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and

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may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(A)(4) or in subparagraph 5(B).

     (E) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal of Cash Collateral Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only

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to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit C. Otherwise, such notice must be in the form of Exhibit D.

     (5) No Default (under and as defined in this Agreement shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (B) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, and provided no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date (which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit E, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur.

     (C) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (D) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (E) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

Pledge Agreement (Livermore/Parcel #4) — Page 14

6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to

Pledge Agreement (Livermore/Parcel #4) — Page 15

enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

Pledge Agreement (Livermore/Parcel #4) — Page 16

     (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of

Pledge Agreement (Livermore/Parcel #4) — Page 17

Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest, regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and invest such monies or proceeds on behalf of LRC;

     (ii) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (iii) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

Pledge Agreement (Livermore/Parcel #4) — Page 18

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which

Pledge Agreement (Livermore/Parcel #4) — Page 19

will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation USD Concentration Account — LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street
	Chicago, Il 60603
ABA # (Domestic):	071000505
SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral —
	Livermore/Parcel 6)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the

Pledge Agreement (Livermore/Parcel #4) — Page 20

failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of LRC or any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of LRC or any Other Liable Party, or any other event or proceeding affecting LRC or any Other Liable Party.

     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

Pledge Agreement (Livermore/Parcel #4) — Page 21

     IN WITNESS WHEREOF, this Pledge Agreement (Fremont/Building #4) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Pledge Agreement (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Pledge Agreement (Fremont/Building #4) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Fremont/Building #4) — Signature Page

Exhibit A
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(FREMONT/BUILDING #4)

     This Agreement (the “Agreement”), among                      (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Fremont/Building #4) dated as of December 21, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of                     , 20___, and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account	Account
Type	Office	Number
Time Deposit

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the parties hereby agree that Deposit Taker shall not be liable for any action taken by it in

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 2

accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. Except for the direct damages specifically described in the preceding sentence, in no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for any other damages, including, without limitation, indirect, special, punitive or consequential damages. LRC and BNPPLC jointly and severally agree to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

     The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision,

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 3

if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement, the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and interpreted in accordance with, the laws of the state in which the account office identified above

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 4

is located without regard to conflict of laws provisions. Any action in connection with this Agreement shall be brought in the courts of the State of Illinois, located in Cook County, or the courts of the United States of America for the Northern District of Illinois; provided, however, that with respect to an action brought by BNPPLC to enforce its rights with respect to the Collateral, such action may be brought in the courts of the State of California, located in the County of Alameda, or the courts of the United States of America for the Northern District of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds, irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of said courts. Each party hereto intentionally, knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: (in its capacity as a Participant)] and as described in the Pledge Agreement. Deposit Taker may terminate this Agreement upon ten (10) days’ prior written notice to BNPPLC and LRC in the event of a material breach of this Agreement (including non-payment of any Charges or other obligations under this Agreement), and which constitutes an Event of Default as that term is defined in the Common Definitions and Provisions Agreement, by either LRC or BNPPLC. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 5

Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker:
	Attn:
	Telecopy:
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586 Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this ___________day of                          , ______. [DEPOSIT TAKER]
By:
	Name:
	Title:

Exhibit A to Pledge Agreement (Fremont/Building #4) — Page 7

Exhibit B
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.	Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.
2.	The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A. BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B. Participant A (50%)		6,000,000
C. Participant B (45%)		5,400,000
TOTAL	$	12,000,000

3.	The initial Minimum Collateral Value was $12,000,000
4.	As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(A) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A. BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B. Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C. Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A. BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B. Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C. Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D. Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
TOTAL	$	12,000,000

Exhibit C
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[_________, ______]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #4) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #4) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit C to Pledge Agreement (Fremont/Building #4) — Page 2

Exhibit D
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[_________, ______]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #4) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #4) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(A) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

                                                      Dollars ($                    )

on the following date:

__________, ____

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

                                                      Dollars ($                    ).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit D to Pledge Agreement (Fremont/Building #4) — Page 2

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[_________, ______]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Re: Pledge Agreement (Fremont/Building #4) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Fremont/Building #4) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

                                                      Dollars ($                    )

on the following date (which, LRC acknowledges, must be the Designated Sale Date):

_________, ______

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit E to Pledge Agreement (Fremont/Building #4) — Page 2

EX-10.131

Exhibit 10.131

CLOSING CERTIFICATE
AND AGREEMENT
(FREMONT/BUILDING #4)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

				Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property				2
	(A)	Prior Inspections and Investigations Concerning the Property			2
	(B)	Title			2
	(C)	Title Insurance			2
	(D)	Condition of the Property			2
	(E)	Environmental Representations			3
	(F)	Cooperation by LRC and its Affiliates			3
	(G)	Compliance with Covenants and Laws			4
2	Representations and Covenants by LRC				4
	(A)	Concerning LRC and the Operative Documents			4
		(1)	Entity Status		4
		(2)	Authority		4
		(3)	Solvency		5
		(4)	Financial Reports		5
		(5)	Pending Legal Proceedings		5
		(6)	No Default or Violation		5
		(7)	Use of Proceeds		6
		(8)	Enforceability		6
		(9)	Pari Passu		6
		(10)	Conduct of Business and Maintenance of Existence		6
		(11)	Investment Company Act, etc		6
		(12)	Not a Foreign Person		6
		(13)	ERISA		7
		(14)	Compliance With Laws		7
		(15)	Payment of Taxes Generally		7
		(16)	Maintenance of Insurance Generally		8
		(17)	Franchises, Licenses, etc		8
		(18)	Labor		8
		(19)	Title to Properties Generally		8
		(20)	Books and Records		8
		(21)	Visitation, Inspection, Etc		8
	(B)	Further Assurances			9
	(C)	OFAC			9
	(D)	Financial Statements; Required Notices; Certificates			9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements			11
	(F)	U.S. Patriot Act			11
	(G)	Omissions			12
3	Financial Covenants and Negative Covenants of LRC				12
	(A)	Financial Covenant — Minimum Liquidity			12
	(B)	Negative Covenants			12
		(2)	Change in Nature of Business		12

TABLE OF CONTENTS
(Continued)

				Page
		(3)	Sales, Etc. of Assets		12
		(4)	Multiemployer ERISA Plans		13
		(5)	Prohibited ERISA Transaction		13
4	Limited Representations and Covenants of BNPPLC				13
	(A)	Concerning Accounting Matters			13
	(B)	Other Limited Representations			16
		(1)	Entity Status		16
		(2)	Authority		16
		(3)	Solvency		16
		(4)	Pending Legal Proceedings		17
		(5)	No Default or Violation		17
		(6)	Enforceability		17
		(7)	Conduct of Business and Maintenance of Existence		17
		(8)	Not a Foreign Person		17
	(C)	Modifications of the Participation Agreement			18
	(D)	No Implied Representations or Promises by BNPPLC			18
5	Usury Savings Provision				18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement				19
7	Waiver of Jury Trial				19
8	Amendment, Restatement and Replacement of the Prior Lease				19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

(ii)

CLOSING CERTIFICATE AND AGREEMENT
(FREMONT/BUILDING #4)

     This CLOSING CERTIFICATE AND AGREEMENT (FREMONT/BUILDING #4) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A, and at the request of LRC BNPPLC is acquiring the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #4) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing an Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than amount of the Initial Advance, in form and substance satisfactory to BNPPLC (including comprehensive, survey, variable rate, access, and such other endorsements as may be requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown on the plat included as part of the ALTA/ACSM Land Title Survey of 4540 Cushing Parkway and 4650 Cushing Parkway, dated September, 1999, prepared by Kier & Wright Civil Engineers & Surveyors, Inc., Job No. 87041-9, certified to Lam Research Corporation and others by Jimmy R. Vigil, LS 6256, on September 17, 1999 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the

use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. The Property and use thereof permitted by the Lease comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such uses of the Property. The Improvements are useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of

Closing Certificate and Agreement (Fremont/Building #4) — Page 3

adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The use of the Property permitted by the Lease complies, or will comply after LRC obtains readily available permits ( as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and

Closing Certificate and Agreement (Fremont/Building #4) — Page 4

qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or

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encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined

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in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

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     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account, containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in

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which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the

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corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

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     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges

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that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole, as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related

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transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as

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targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;

• “fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);

• with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective

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Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to

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provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated , validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any

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other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any

Closing Certificate and Agreement (Fremont/Building #4) — Page 17

evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) Modifications of the Participation Agreement. So long as no Event of Default has occurred and is continuing, BNPPLC will not (without LRC’s prior approval) agree with Participants to amend the definitions of “Majority” or “Major Stakeholder” in the Participation Agreement or subparagraph 6(A) or Paragraph 13 of the Participation Agreement; provided, however, this provision will not be construed to preclude or limit BNPPLC’s right to make any agreement with one or more Participants to take any action, or refrain from taking any action, not otherwise prohibited by the Operative Documents and permitted by the Participation Agreement.

     (D) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such

Closing Certificate and Agreement (Fremont/Building #4) — Page 18

excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

Closing Certificate and Agreement (Fremont/Building #4) — Page 19

8 Amendment, Restatement and Replacement of the Prior Lease. This Agreement and the other Operative Documents, collectively, are intended to amend, restate and replace entirely the Prior Lease with respect to the Property. Without limiting the rights and obligations of LRC under the Operative Documents, LRC acknowledges that any and all rights and interests it has under the Prior Lease, or otherwise, in and to the Land, the improvements to the Land and any other property included in the Property (except under the Operative Documents) are superseded by the Operative Documents and that BNPPLC will have no liability under the Prior Lease for any default or breach thereof by the Prior Owner or otherwise.

[The signature pages follow.]

Closing Certificate and Agreement (Fremont/Building #4) — Page 20

     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Fremont/Building #4) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #4) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Closing Certificate and Agreement (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Fremont/Building #4) dated as of December 21, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Closing Certificate and Agreement (Fremont/Building #4) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 2, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS, FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS:

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3 AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE WESTERLY LINE OF PARCEL 3, SOUTH 7° 11’ 33” EAST, 150.00 FEET; THENCE THE FOLLOWING FOUR (4) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; NORTH 7° 11’ 33” WEST, 45.00 FEET; NORTH 4° 16’ 47” WEST, 59.04 FEET; AND NORTH 7° 11’ 33” WEST, 46.04 FEET TO THE NORTHERLY LINE OF PARCEL 3; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 48’ 27” WEST, 15.00 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS.

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3, AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED

AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF PARCEL 3, DISTANT NORTHERLY 25.18 FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 281.49 FEET; THENCE THE FOLLOWING FIVE (5) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; SOUTH 7° 11’ 33” EAST, 168.34 FEET; SOUTH 37° 48’ 27” WEST, 5.66 FEET; SOUTH 7° 11’ 33” EAST, 110.09 FEET; AND SOUTH 89° 32’ 31” WEST, 8.06 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Rights of the public in and to that portion of the land lying within CUSHING ROAD AND CUSHING PARKWAY.

     3. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded MARCH 25, 1963 in REEL 835, IMAGE 483 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHWESTERLY PORTION

     4. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded JULY 16, 1968 in REEL 2218, IMAGE 506 of Official Records.

In Favor of:	THE CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION

     5. The terms and provisions contained in the document entitled “AGREEMENT” recorded JULY 16, 1968 in REEL 2218, IMAGE 508 of Official Records. BY AND BETWEEN ARMANDO RAMACCIOTTI, ET AL AND THE CITY OF FREMONT.

     6. An easement for WATER PIPELINES and incidental purposes, recorded DECEMBER 21, 1978 in REEL 5729, IMAGE 192 of Official Records.

In Favor of:
Affects: THE EAST BAY DISCHARGES AUTHORITY
A PORTION OF SAID LAND

     7. An easement for UNDERGROUND WATER PIPELINES and incidental purposes, recorded MAY 20, 1980 as SERIES NO. 80-087802 of Official Records.

In Favor of:
Affects: EAST BAY DISCHARGES AUTHORITY
THE SOUTH 30 FEET

     8. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of:
Affects: CITY OF FREMONT, A MUNICIPAL CORPORATION
THE NORTHERLY 15 FEET

     9. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial

status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     10. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     11. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83178017 of Official Records.

In Favor of:
Affects: CITY OF FREMONT, A MUNICIPAL CORPORATION
SOUTH 15 FEET OF NORTH 41 FEET

     12. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178018 of Official Records.

In Favor of:
Affects: CITY OF FREMONT, A MUNICIPAL CORPORATION
A NORTHERN PORTION

     13. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Exhibit B to Closing Certificate and Agreement (Fremont/Building #4) — Page 2

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     14. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	COUNTY ROAD NO. 2769 and incidental purposes.
AFFECTS:	NORTHWESTERLY PORTION OF PARCEL 1
FOR:	WATER PIPELINES AND INCIDENTAL PURPOSES.
AFFECTS:	SOUTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	STREET AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	LANDSCAPE AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	PUBLIC UTILITY AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	PRIVATE STORM DRAIN AND INCIDENTAL PURPOSES.
AFFECTS:	SOUTHERLY PORTION OF PARCEL 2.
FOR:	JOINT ACCESS AND INCIDENTAL PURPOSES.
AFFECTS:	EASTERLY PORTION OF PARCEL 1 AND THE WESTERLY PORTION OF PARCEL 2.

     15. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF GRANT OF EASEMENT” recorded DECEMBER 2, 1991 as SERIES NO. 91318633 of Official Records.

     16. An easement for PUBLIC UTILITIES and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

In Favor of:
Affects: PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
A PORTION OF SAID LAND

Exhibit B to Closing Certificate and Agreement (Fremont/Building #4) — Page 3

     17. An easement for INGRESS AND EGRESS and incidental purposes, recorded AUGUST 10, 1994 as SERIES NO. 94-275493 of Official Records.

In Favor of:	SUMITOMO BANK LEASING AND FINANCE, INC., A DELAWARE CORPORATION
Affects:	PORTIONS OF PARCEL 2

     18. The land lies within the boundaries of proposed community facilities District No. 1995-1, as disclosed by a map filed JULY 10, 1995 in BOOK 10, PAGES 13-19 of maps of assessment and community facilities districts.

     19. An easement for PRIVATE ACCESS and incidental purposes, recorded DECEMBER 7, 2000 as INSTRUMENT NO. 2000359106 of Official Records.

In Favor of:	BEN II-VEF III, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Affects:	THE EASTERLY PORTION OF PARCEL ONE AND THE WESTERLY PORTION OF PARCEL TWO

     20. An easement for PUBLIC SERVICE and incidental purposes, recorded JUNE 12, 2003 as SERIES NO. 2003345103 of Official Records.

In Favor of:	THE CITY OF FREMONT
Affects:	PORTION OF SAID LAND

Exhibit B to Closing Certificate and Agreement (Fremont/Building #4) — Page 4

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Fremont/Building #4) dated as of December 21, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this ___day of                     , 20___.

[INSERT SIGNATURE BLOCK FOR A
RESPONSIBLE FINANCIAL OFFICER]

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Fremont/Building #4) dated as of December 21, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“ BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

     Executed this ___day of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Exhibit D to Closing Certificate and Agreement (Fremont/Building #4) — Page 2

EX-10.132

Exhibit 10.132

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #4)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 21, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Applicable Purchaser”			2
	“BNPPLC’s Actual Out of Pocket Costs”			2
	“Break Even Price”			3
	“Break Even Price (Improvements)”			3
	“Break Even Price (Land)”			3
	“Committed Price”			3
	“Conditions to LRC’s Initial Remarketing Rights”			3
	“Cutoff Date”			3
	“Decision Not to Sell at a Loss”			4
	“Deemed Sale”			4
	“DSD Sales Proceeds (Improvements)”			4
	“DSD Sales Proceeds (Land)”			4
	“Extended Remarketing Period”			4
	“Fair Market Value”			4
	“Final Sale Date”			4
	“Improvements Value Percentage”			5
	“Initial Remarketing Notice”			5
	“Initial Remarketing Price”			5
	“Land Value Percentage”			5
	“Lease Balance”			5
	“LRC’s Extended Remarketing Right”			5
	“LRC’s Initial Remarketing Rights”			6
	“Make Whole Amount”			6
	“Maximum Remarketing Obligation (Improvements)”			6
	“Maximum Remarketing Obligation (Land)”			6
	“Notice of Sale”			6
	“Proposed Sale”			6
	“Proposed Sale Date”			6
	“Purchase Option”			6
	“Put Option”			6
	“Qualified Sale”			7
	“Sale Closing Documents”			7
	“Supplemental Payment”			7
	“Supplemental Payment Obligation”			7
	“Valuation Procedures”			7
2	LRC’s Options and Obligations on the Designated Sale Date			7
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		7
	(B)	Designation of the Purchaser		10
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		10

TABLE OF CONTENTS
(Continued)

			Page
	(D)	Security for LRC’s Purchase Option		10
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			11
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		11
	(B)	LRC’s Extended Right to Remarket		11
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		12
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		12
4	Transfers By BNPPLC After the Designated Sale Date			13
	(A)	BNPPLC’s Right to Sell		13
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		13
	(C)	Release and Quitclaim by LRC		13
	(D)	Easements and Other Transfers in the Ordinary Course of Business		14
5	Terms of Conveyance Upon Purchase			14
	(A)	Tender of Sale Closing Documents		14
	(B)	Delivery of Escrowed Proceeds		15
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			15
	(A)	Status of this Agreement Generally		15
	(B)	Automatic Termination of LRC’s Rights		15
	(C)	Payment Only to BNPPLC		16
	(D)	Preferences and Voidable Transfers		16
	(E)	Remedies Under the Other Operative Documents		16
7	Certain Remedies Cumulative			16
8	Attorneys’ Fees and Legal Expenses			16
9	Recording Memorandum			17
10	Successors and Assigns			17

(ii)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary’s Certificate
Exhibit G	FIRPTA Statement

(iii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(FREMONT/BUILDING #4)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (FREMONT/BUILDING #4) (this “Agreement”), dated as of December 21, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Fremont/Building #4) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and the Improvements on the Land by conveyance from the Prior Owner.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Fremont/Building #4) dated as of the Effective Date (the “Lease”), pursuant to which LRC is leasing from BNPPLC the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease.)

     As provided in the Closing Certificate, this Agreement and the other Operative Documents are intended to amend, restate and replace entirely LRC’s Prior Lease.

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

     “97-1/Default (100%)” means a Default that consists of or results from:

     (A) a failure of LRC to make any payment required by any Operative Document, including any payment of Base Rent required by the Lease or any Supplemental Payment required by this Agreement on the Designated Sale Date;

     (B) any Hazardous Substance Activities occurring prior to the Cutoff Date;

     (C) any failure of LRC on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease;

     (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Lease;

     (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate; or

     (F) any bankruptcy or insolvency proceeding involving LRC or any of its Subsidiaries, as the debtor.

Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

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“Break Even Price” means an amount equal to:

• the Lease Balance, plus

• BNPPLC’s Actual Out of Pocket Costs.

“Break Even Price (Improvements)” means an amount equal to:

• the portion of the Lease Balance attributable to the Improvements (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus

• the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Improvements Value Percentage.

“Break Even Price (Land)” means an amount equal to:

• the portion of the Lease Balance attributable to the Land (such portion to be determined for purposes of this Agreement using an allocation of the Lease Balance between Land and Improvements as provided in the definition of Lease Balance in the Common Definition and Provisions Agreement, which sets forth an agreed initial allocation based on an appraisal obtained by LRC and provides for the allocation of Qualified Prepayments, if any, which may be deducted in the calculation of the Lease Balance), plus

• the product computed by multiplying BNPPLC’s Actual Out of Pocket Costs times the Land Value Percentage.

“Committed Price” has the meaning indicated in subparagraph 3(B)(3).

“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).

“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the

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Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.

“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.

“Deemed Sale” has the meaning indicated in subparagraph 3(C).

“DSD Sales Proceeds (Improvements)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Improvements. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Improvements Value Percentage.

“DSD Sales Proceeds (Land)” means that portion of any cash payment actually received by BNPPLC on the Designated Sale Date from an Applicable Purchaser as the purchase price for the Property which is attributable to the Land. Such portion will equal the amount of any such cash payment actually received by BNPPLC times the Land Value Percentage.

“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.

“Fair Market Value” has the meaning indicated in Exhibit B.

“Final Sale Date” means the earlier of:

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or

• the second anniversary of the Designated Sale Date, which will be the date of a Deemed

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Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.

“Improvements Value Percentage” means a percentage determined as follows:

     (1) Unless a different percentage is determined using the Valuation Procedures prior to the Designated Sale Date as provided below, such percentage will equal the quotient computed by dividing the portion of the Lease Balance attributable to the Improvements by the total Lease Balance.

     (2) Prior to the Designated Sale Date, either party (LRC or BNPPLC) may elect to have such percentage determined using the Valuation Procedures, subject to the condition that the party making the election must give notice thereof to the other party no earlier than nine months prior to, and no later than six months prior to, the Designated Sale Date. Following such an election and the allocation of the Property’s value between Improvements and Land using the Valuation Procedures, the Improvements Value Percentage will equal the percentage of the Property’s value allocated to the Improvements, rather than to the Land, as described in Valuation Procedures.

“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.

“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.

“Land Value Percentage” means a percentage equal to the difference computed by subtracting the Improvements Value Percentage from 100%.

“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.

“LRC’s Extended Remarketing Right” has the meaning indicated in subparagraph 3(B).

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“LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2).

“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date, together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) the amount, but not less than zero, by which (i) all Local Impositions, insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.

“Maximum Remarketing Obligation (Improvements)” means a dollar amount equal to 81.699883% of the portion of the Lease Balance attributable to the Improvements.

“Maximum Remarketing Obligation (Land)” means a dollar amount equal to 100.000000% of the portion of the Lease Balance attributable to the Land.

“Notice of Sale” has the meaning indicated in subparagraph 3(B)(3).

“Proposed Sale” has the meaning indicated in subparagraph 3(B).

“Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(3).

“Purchase Option” has the meaning indicated in subparagraph 2(A)(1).

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“Put Option” has the meaning indicated in subparagraph 3(A).

“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:

• results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or

• is approved in advance as a Qualified Sale by LRC; or

• is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (3) of subparagraph 3(D), to reimburse to LRC the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC; or
(b)	90% of the Fair Market Value of the Property.

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination is required by this Agreement of (i) the Fair Market Value of the Property or (ii) the allocation of the Property’s value between Land and Improvements.

2 LRC’s Options and Obligations on the Designated Sale Date.

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     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent and other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that:

     (i) either LRC or BNPPLC must have made the election described in clause (2) of the definition of Improvements Value Percentage above to have the Improvements Value Percentage determined using the Valuation Procedures;

     (ii) LRC must deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date;

     (iii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price; and

     (iv) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent and other amounts then due under the other Operative Documents.

Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights, if the Break Even Price exceeds the sum of the following: (1) any cash price that is actually tendered directly to BNPPLC by the Applicable Purchaser on the Designated Sale Date and that BNPPLC will not be required to

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pay over to LRC because of the next subparagraph 2(A)(2)(b), and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date, then (1) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Improvements) exceeds the Break Even Price (Improvements); and (2) BNPPLC will pay to LRC the amount, if any, by which the DSD Sales Proceeds (Land) exceeds the Break Even Price (Land).

     (3) LRC must pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) if for any reason whatsoever: (i) BNPPLC sells the Property pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), but does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) on the Designated Sale Date that equals or exceeds the sum of (A) the Break Even Price, plus (B) all payments, if any, required of BNPPLC by the preceding subparagraph 2(A)(2)(b); or (ii) BNPPLC does not sell the Property on the Designated Sale Date pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a). If BNPPLC sells the Property to LRC or one of its Affiliates pursuant to subparagraph 2(A)(1), LRC will pay BNPPLC’s Actual Out of Pocket Costs, if any. If, however, BNPPLC does not sell the Property pursuant to subparagraph 2(A)(1), the required Supplemental Payment will equal the sum of the following:

     (a) the lesser of (i) the amount by which the Break Even Price (Improvements) exceeds any DSD Sale Proceeds (Improvements) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Improvements); plus

     (b) the lesser of (i) the amount by which the Break Even Price (Land) exceeds any DSD Sale Proceeds (Land) received by BNPPLC, or (ii) the Maximum Remarketing Obligation (Land).

Without limiting the generality of the foregoing, LRC will have the obligation to make a Supplemental Payment (the “Supplemental Payment Obligation”) even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise, or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing

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Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC, together with all other files, documents and permits of LRC (including any subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease if neither LRC nor any Affiliate or other Applicable Purchaser purchases the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Property and the

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borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

     (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97-1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

     (1) BNPPLC has not exercised the Put Option as provided in

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subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(B) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (4) The Committed Price must be no less than the Make Whole Amount, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

     (3) third, to pay to BNPPLC an amount equal to the difference computed by

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subtracting any Supplemental Payment previously paid by LRC to BNPPLC from the Lease Balance;

     (4) fourth, to reimburse LRC for any such Supplemental Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such Supplemental Payment to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (3) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale (or deemed to be received in connection with a Deemed Sale), no interest on any Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property, and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

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     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after any Qualified Sale, LRC must execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property, including its lien rights under subparagraph 2(D). If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any

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time before thirty days after receipt of a demand for such cure from LRC.

     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (B) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of any Supplemental Payment required by subparagraph 2(A)(3) on the Designated Sale Date, then

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 15

the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. No termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any amounts due from LRC pursuant to any of the other Operative Documents and its right to exercise the Put Option.

     (C) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (D) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (E) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other party’s agreements hereunder.

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 16

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph 2(D) above.

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 17

     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) is executed to be effective as of December 21, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Lloyd G. Cox
	Lloyd G. Cox, Managing Director

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) dated as of December 21, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Signature Page

Exhibit A

Legal Description

PARCEL ONE:

PARCEL 2, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS, FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS:

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3 AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE WESTERLY LINE OF PARCEL 3, SOUTH 7° 11’ 33” EAST, 150.00 FEET; THENCE THE FOLLOWING FOUR (4) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; NORTH 7° 11’ 33” WEST, 45.00 FEET; NORTH 4° 16’ 47” WEST, 59.04 FEET; AND NORTH 7° 11’ 33” WEST, 46.04 FEET TO THE NORTHERLY LINE OF PARCEL 3; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 48’ 27” WEST, 15.00 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS.

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3, AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK

168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF PARCEL 3, DISTANT NORTHERLY 25.18 FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 281.49 FEET; THENCE THE FOLLOWING FIVE (5) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; SOUTH 7° 11’ 33” EAST, 168.34 FEET; SOUTH 37° 48’ 27” WEST, 5.66 FEET; SOUTH 7° 11’ 33” EAST, 110.09 FEET; AND SOUTH 89° 32’ 31” WEST, 8.06 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     This Exhibit also explains the procedures to be used to allocate the Property’s value between the Land and the Improvements if such an allocation is required because of an election made by LRC or BNPPLC as described in the definition of “DSD Sales Proceeds (Improvements)” in the body of this Agreement

     If any determination of Fair Market Value or allocation of value between Land and Improvements is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value or such allocation (as the case may be, the “Applicable Determination”) without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the Applicable Determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. In the case of any required determination of the Fair Market Value of the Property, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     ”Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a

“Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

In the case of any required allocation of the Property’s value between Land and Improvements, all appraisers or others involved in the allocation will be given the following instruction:

     The allocation of the Property’s value between Land and Improvements will be made as follows: First, a determination of the Fair Market Value of the Property, taken as a whole, will be made using the definition of Fair Market Value set out above. Second, a determination will be made of the probable net cash price for which the Land would sell if it were unimproved (and assuming that there is no higher and better use for it than as a site for improvements of comparable size and utility to the Improvements) after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress (the “Land Value”). Next, the Land Value will be subtracted from the Fair Market Value of the Property to determine the “Improvements Value” (herein so called). The percentage of the Property’s value allocable to Improvements will equal the quotient computed by dividing the Improvements Value by the Fair Market Value of the Property. The percentage of the Property’s value allocated to the Land will equal the quotient computed by dividing the Land Value by the Fair Market Value of the Property.

In addition, just as the appraisers or others making the allocation will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of the Fair Market Value of the Property, taken as a whole, so too will they be instructed to make that assumption when calculating Land Value.

¹ If, however, the use of the Property by BNPPLC or any tenant under any Replacement Lease after LRC vacated the Property has resulted in excess wear and tear, such excess wear and tear will be assumed not to have occurred for purposes of determining Fair Market Value.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 2

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon any Applicable Determination as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Applicable Determination (an “Appraiser’s Agreement”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement as to any required Applicable Determination. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the Applicable Determination. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

     (b) If, despite the delivery of the promises described in the preceding subsection, the two appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 3

relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Applicable Determination, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify any Applicable Determination that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Applicable Determination thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. The expense of the appraisers and any officer of the California Bar Association who participates in the appraisal process described above will be paid by BNPPLC, but included in BNPPLC’s Actual Out of Pocket Costs for purposes of this Agreement.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a)) to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 4

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 5

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:	[LRC or the Applicable Purchaser]
ADDRESS:
ATTN:
CITY:
STATE:
Zip:

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                                         , 20___, before me                                                                , a Notary Public in and for the County and State aforesaid, personally appeared                                                                                  , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 3

[Continuation of signature pages to Deed dated to be effective as of                     , 20__.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                                          , 20___, before me                                                              , a Notary Public in and for the County and State aforesaid, personally appeared                                                                                   , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

PARCEL ONE:

PARCEL 2, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES 24 THROUGH 26, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS, FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS:

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3 AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE WESTERLY LINE OF PARCEL 3, SOUTH 7° 11’ 33” EAST, 150.00 FEET; THENCE THE FOLLOWING FOUR (4) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; NORTH 7° 11’ 33” WEST, 45.00 FEET; NORTH 4° 16’ 47” WEST, 59.04 FEET; AND NORTH 7° 11’ 33” WEST, 46.04 FEET TO THE NORTHERLY LINE OF PARCEL 3; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 48’ 27” WEST, 15.00 FEET TO THE POINT OF BEGINNING.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 5

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY RECORDS.

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3, AS SHOWN UPON THAT CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25 AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF PARCEL 3, DISTANT NORTHERLY 25.18 FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG SAID WESTERLY LINE, NORTH 7° 11’ 33” WEST, 281.49 FEET; THENCE THE FOLLOWING FIVE (5) COURSES AND DISTANCES: NORTH 82° 48’ 27” EAST, 12.00 FEET; SOUTH 7° 11’ 33” EAST, 168.34 FEET; SOUTH 37° 48’ 27” WEST, 5.66 FEET; SOUTH 7° 11’ 33” EAST, 110.09 FEET; AND SOUTH 89° 32’ 31” WEST, 8.06 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL ONE, ABOVE, OVER THAT PORTION OF PARCEL 2, PARCEL MAP 5001 DESIGNATED “J.A.E.” ON SAID MAP.

A.P.N. 525-1350-035

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 6

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. Rights of the public in and to that portion of the land lying within CUSHING ROAD AND CUSHING PARKWAY.

     3. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded MARCH 25, 1963 in REEL 835, IMAGE 483 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHWESTERLY PORTION

     4. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded JULY 16, 1968 in REEL 2218, IMAGE 506 of Official Records.

In Favor of:	THE CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERLY PORTION

     5. The terms and provisions contained in the document entitled “AGREEMENT” recorded JULY 16, 1968 in REEL 2218, IMAGE 508 of Official Records. BY AND BETWEEN ARMANDO RAMACCIOTTI, ET AL AND THE CITY OF FREMONT.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 7

     6. An easement for WATER PIPELINES and incidental purposes, recorded DECEMBER 21, 1978 in REEL 5729, IMAGE 192 of Official Records.

In Favor of:	THE EAST BAY DISCHARGES AUTHORITY
Affects:	A PORTION OF SAID LAND

     7. An easement for UNDERGROUND WATER PIPELINES and incidental purposes, recorded MAY 20, 1980 as SERIES NO. 80-087802 of Official Records.

In Favor of:	EAST BAY DISCHARGES AUTHORITY
Affects:	THE SOUTH 30 FEET

     8. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded JULY 8, 1983 as SERIES NO. 83-120523 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	THE NORTHERLY 15 FEET

     9. Covenants, conditions, restrictions and easements in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163024 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     10. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded SEPTEMBER 1, 1983 as SERIES NO. 83-163025 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

     11. An easement for PLANTING AND MAINTENANCE OF LANDSCAPING and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83178017 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	SOUTH 15 FEET OF NORTH 41 FEET

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 8

     12. An easement for ROADWAY AND PUBLIC UTILITY PURPOSES and incidental purposes, recorded SEPTEMBER 26, 1983 as SERIES NO. 83-178018 of Official Records.

In Favor of:	CITY OF FREMONT, A MUNICIPAL CORPORATION
Affects:	A NORTHERN PORTION

     13. The fact that the land lies within the boundaries of the FREMONT INDUSTRIAL Redevelopment Project Area, as disclosed by the document recorded DECEMBER 22, 1983 as SERIES NO. 83-240646 of Official Records.

Document(s) declaring modifications thereof recorded JANUARY 6, 1989 as SERIES NO. 89-004786 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 28, 1992 as SERIES NO. 92063331 of Official Records.

Document(s) declaring modifications thereof recorded FEBRUARY 4, 1993 as SERIES NO. 93042101 of Official Records.

Document(s) declaring modifications thereof recorded JULY 28, 1998 as SERIES NO. 98261857 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 8, 2005 as INSTRUMENT NO. 2005337462 of Official Records.

Document(s) declaring modifications thereof recorded AUGUST 17, 2007 as INSTRUMENT NO. 2007304231 of Official Records.

     14. An easement shown or dedicated on the map filed or recorded MARCH 18, 1987 in BOOK 168, PAGES 24 THROUGH 26 of PARCEL MAPS

For:	COUNTY ROAD NO. 2769 and incidental purposes.
AFFECTS:	NORTHWESTERLY PORTION OF PARCEL 1
FOR:	WATER PIPELINES AND INCIDENTAL PURPOSES.
AFFECTS:	SOUTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	STREET AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	LANDSCAPE AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 9

FOR:	PUBLIC UTILITY AND INCIDENTAL PURPOSES.
AFFECTS:	NORTHERLY PORTION OF PARCELS 1 AND 2.
FOR:	PRIVATE STORM DRAIN AND INCIDENTAL PURPOSES.
AFFECTS:	SOUTHERLY PORTION OF PARCEL 2.
FOR: AFFECTS:	JOINT ACCESS AND INCIDENTAL PURPOSES. EASTERLY PORTION OF PARCEL 1 AND THE WESTERLY PORTION OF PARCEL 2.

     15. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF GRANT OF EASEMENT” recorded DECEMBER 2, 1991 as SERIES NO. 91318633 of Official Records.

     16. An easement for PUBLIC UTILITIES and incidental purposes, recorded AUGUST 4, 1992 as SERIES NO. 92-253233 of Official Records.

In Favor of:	PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
Affects:	A PORTION OF SAID LAND

     17. An easement for INGRESS AND EGRESS and incidental purposes, recorded AUGUST 10, 1994 as SERIES NO. 94-275493 of Official Records.

In Favor of:	SUMITOMO BANK LEASING AND FINANCE, INC., A DELAWARE CORPORATION
Affects:	PORTIONS OF PARCEL 2

     18. The land lies within the boundaries of proposed community facilities District No. 1995-1, as disclosed by a map filed JULY 10, 1995 in BOOK 10, PAGES 13-19 of maps of assessment and community facilities districts.

     19. An easement for PRIVATE ACCESS and incidental purposes, recorded DECEMBER 7, 2000 as INSTRUMENT NO. 2000359106 of Official Records.

In Favor of:	BEN II-VEF III, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Affects:	THE EASTERLY PORTION OF PARCEL ONE AND THE WESTERLY PORTION OF PARCEL TWO

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 10

     20. An easement for PUBLIC SERVICE and incidental purposes, recorded JUNE 12, 2003 as SERIES NO. 2003345103 of Official Records.

In Favor of:	THE CITY OF FREMONT
Affects:	PORTION OF SAID LAND

     21. [INSERT REFERENCE TO LEASE, AS AMENDED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 11

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) dated as of December 21, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Fremont/Building #4) dated as of December 21, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Fremont/Building #4) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a                                          (“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Lease, whether such rights are presently known or unknown, including rights of the Assignor to be indemnified

against environmental claims of third parties as provided in the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any of Assignor’s Affiliates or any Participants, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                                         , 20___, before me                                                                 , a Notary Public in and for the County and State aforesaid, personally appeared                                                                                       , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of                     , 20___.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                                         , 20___, before me                                                              , a Notary Public in and for the County and State aforesaid, personally appeared                                                                                      , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

     THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of                                          , ___, by [LRC or the Applicable Purchaser], a                                           (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, “Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Fremont/Building #4) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 21, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of                     , 20___.

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                                         , 20___, before me                                                              , a Notary Public in and for the County and State aforesaid, personally appeared                                                                                      , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this                     , day of                                         , 20___.

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Fremont/Building #4) (herein called the “Purchase Agreement”) dated as of December 21, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in                                         , California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Fremont/Building #4) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3. Transferor’s U.S. employer identification number is 75-2252918; and

4. Transferor’s office address is:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated:                                         , 20___.

Lloyd G. Cox, Managing Director of Transferor 

EX-10.133

Exhibit 10.133

LEASE AGREEMENT
(LIVERMORE/PARCEL 6)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement			3
	(A)	Scheduled Term; Deferral of Obligations		3
	(B)	Option of BNPPLC to Terminate		3
	(C)	Automatic Termination		4
	(D)	Extension of the Term		4
2	Use and Condition of the Property			4
	(A)	Use		4
	(B)	Condition of the Property		5
	(C)	Consideration for and Scope of Waiver		5
3	Rent			6
	(A)	Base Rent Generally		6
	(B)	Calculation of and Due Dates for Base Rent		6
		(1)     Determination of Payment Due Dates Generally		6
		(2)     Special Adjustments to Base Rent Payment Dates and Periods		6
		(3)     Base Rent Formula		6
	(C)	Additional Rent		8
	(D)	Administrative Fees.		8
	(E)	No Demand or Setoff		8
	(F)	Default Interest and Order of Application		8
4	Nature of this Agreement			8
	(A)	“Net” Lease Generally		8
	(B)	No Termination		9
	(C)	Characterization of this Lease		9
5	Payment of Executory Costs and Losses Related to the Property			10
	(A)	Local Impositions		10
	(B)	Increased Costs; Capital Adequacy Charges		11
	(C)	LRC’s Payment of Other Losses; General Indemnification		13
	(D)	Exceptions and Qualifications to Indemnities		16
	(E)	Collection on Behalf of Participants		19
6	Items Included in the Property			19
7	Environmental			20
	(A)	Environmental Covenants by LRC		20
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC		20
	(C)	Environmental Inspections and Reviews		21
	(D)	Communications Regarding Environmental Matters		21
8	Insurance Required and Condemnation			22
	(A)	Liability Insurance		22
	(B)	Property Insurance		23
	(C)	Failure to Obtain Insurance		23
	(D)	Condemnation		24
	(E)	Waiver of Subrogation		24

TABLE OF CONTENTS
(Continued)

			Page
9	Application of Insurance and Condemnation Proceeds			24
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally		24
	(B)	Advances of Escrowed Proceeds to LRC		25
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		26
	(E)	LRC’s Obligation to Restore		26
	(F)	Takings of All or Substantially All of the Property on or after the Completion Date		26
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			27
	(A)	Operation and Maintenance		27
	(B)	Debts for Construction, Maintenance, Operation or Development		27
	(C)	Repair, Maintenance, Alterations and Additions		27
	(D)	Permitted Encumbrances		28
	(E)	Books and Records Concerning the Property		28
11	Assignment and Subletting by LRC			28
	(A)	BNPPLC’s Consent Required		28
	(B)	Standard for BNPPLC's Consent to Assignments and Certain Other Matters		29
	(C)	Consent Not a Waiver		29
12	Assignment by BNPPLC			29
	(A)	Restrictions on Transfers		29
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		30
13	BNPPLC’s Right to Enter and to Perform for LRC			30
	(A)	Right to Enter		30
	(B)	Performance for LRC		30
14	Remedies			30
	(A)	Traditional Lease Remedies		30
	(B)	Foreclosure Remedies		33
	(C)	Enforceability		33
	(D)	Remedies Cumulative		33
15	Default by BNPPLC			34
16	Quiet Enjoyment			34
17	Surrender Upon Termination			34
18	Holding Over by LRC			34
19	Proprietary Information and Confidentiality			35
	(A)	Proprietary Information		35
	(B)	Confidentiality		35
20	Recording Memorandum			36

(ii)

TABLE OF CONTENTS
(Continued)

		Page
21	Independent Obligations Evidenced by Other Operative Documents		36

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(LIVERMORE/PARCEL 6)

     This LEASE AGREEMENT (LIVERMORE/PARCEL 6) (this “Lease”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and any existing improvements on the Land from KLA-Tencor Corporation (the “Prior Owner”) contemporaneously with the execution of this Lease.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to lease to LRC the Land and any existing Improvements and the Improvements to be constructed on the Land as hereinafter provided, and by this Lease BNPPLC and LRC desire to evidence such agreement.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property”.

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate (including the Existing Space Leases, if any, which remain in effect upon the commencement of the Term) and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances, including the right to receive and retain rents as they become due under any Existing Space Leases which remain in effect upon the commencement of the Term

and to otherwise enforce any such Existing Space Leases during the Term of this Lease. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances after the Term commences.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement.

     (A) Scheduled Term; Deferral of Obligations. The term of this Lease (the “Term”) will commence on and include the Completion Date on which a Completion Notice is given by LRC to BNPPLC, as is required by subparagraph 2(B) of the Construction Agreement when LRC substantially completes the Construction Project, unless this Lease is terminated before the Completion Date as provided in subparagraph 1(B) or subparagraph 1(C).

     Unless extended as provided in subparagraph 1(D) or sooner terminated as expressly provided in other provisions of this Lease, the Term will end on the first Business Day of January, 2015.

     BNPPLC and LRC intend to be legally bound by this Lease when it is executed by them. They also intend, however, that this Lease will not impose any payment obligations upon either of them prior to the Completion Date. Accordingly, neither LRC nor BNPPLC will have any obligation to make any payments under this Lease until the Completion Date, and if this Lease terminates before the Completion Date pursuant to subparagraph 1(B) or subparagraph 1(C), the Term will never commence and neither party will have any obligation for payments by reason of this Lease following the termination.

     Nothing in this subparagraph 1(A) nor any other provision of this Lease will defer or terminate the rights and obligations of the parties under the other Operative Documents. Unlike this Lease, the other Operative Documents may, when executed, immediately impose payment obligations upon BNPPLC and LRC.

     (B) Option of BNPPLC to Terminate. BNPPLC will have the option to terminate this Lease, which BNPPLC may exercise by notice to LRC, at any time after any 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice. Such option may be exercised by BNPPLC as it deems appropriate in its sole and absolute discretion.

     (C) Automatic Termination. If LRC elects to accelerate the Designated Sale Date (as

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provided in the definition thereof in the Common Definitions and Provisions Agreement) prior to the Completion Date, or if a Termination of LRC’s Work occurs under and as provided in the Construction Agreement before the Completion Date, then this Lease will terminate automatically before the Term begins.

     (D) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes

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incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld after completion of the Construction Project (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

The foregoing provisions of this subparagraph will not prevent a tenant under an Existing Space Lease executed prior to the Effective Date from using the space covered thereby for purposes expressly authorized by the terms and conditions of such Existing Space Lease.

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B) have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

     However, such exclusion of representations and warranties by BNPPLC is not intended to impair any representations or warranties made by other parties, including any architects, engineers or contractors engaged to work on the Construction Project, the benefit of which may

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pass to LRC during the Term because of the definition of Personal Property and Property above.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

     (a) the product of:

• the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times

• the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge

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Agreement), times

• the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by

• three hundred sixty, plus

     (b) the product of:

• the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by

• three hundred sixty.

Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that no Pre-lease Force Majeure Losses have occurred; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% — 100%] x [1% + 4%]) x 30/360} =
$36,666

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     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Administrative Fees. In addition to other amounts payable by LRC hereunder, on or before each anniversary of the Effective Date after the Completion Date and prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (E) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (F) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property

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or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, (ix) any breach of an Existing Space Lease by the tenant thereunder, or (x) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing,

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LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

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     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC

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demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay,

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reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Existing Space Leases or other Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to the Term;

• the enforcement of the Operative Documents;

• the making or maintenance of Funding Advances;

• the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or

• any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

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LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative

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Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or

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investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

• Losses that result from any Liens Removable by BNPPLC; or

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• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement .

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC.

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any

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Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results

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in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, as provided in the Construction Agreement, to the extent heretofore or hereafter acquired by LRC (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of BNPPLC by LRC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental.

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     (A) Environmental Covenants by LRC.

     (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

     (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

     (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

     (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of

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or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could

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reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum

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Insurance Requirements.

     (B) Property Insurance.

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by

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BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage

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resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of

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Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if on or after the Completion Date the Property is damaged by fire or other casualty or less than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) either: (1) restore or improve the Property or the remainder thereof to a value no less than the Lease Balance and to a reasonably safe and sightly condition, or (2) restore the Property or remainder thereof to a reasonably safe and sightly condition and pay to BNPPLC for application as a Qualified Prepayment the amount (if any), as determined by BNPPLC, needed to reduce the Lease Balance to no more than the then current “AS IS” market value of the Property or remainder thereof.

     (F) Takings of All or Substantially All of the Property on or after the Completion Date. In the event of any taking of all or substantially all of the Property on or after the Completion Date, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

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10 Additional Representations, Warranties and Covenants of LRC Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact

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on the value of the Property, after completion of the Work contemplated in the Construction Agreement.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is

Lease Agreement (Livermore/Parcel 6) — Page 28

continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative

Lease Agreement (Livermore/Parcel 6) — Page 29

Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents (other than any liability for a breach of any continuing obligation to provide Construction Advances under the Construction Agreement), and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will

Lease Agreement (Livermore/Parcel 6) — Page 30

be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“Lease Termination Damages”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all

Lease Agreement (Livermore/Parcel 6) — Page 31

the detriment proximately caused by LRC’s failure to perform LRC’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to have the meaning assigned to it in the Purchase Agreement and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

Lease Agreement (Livermore/Parcel 6) — Page 32

     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a sale to foreclose its lien and security interest granted in Exhibit B for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.\

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the

Lease Agreement (Livermore/Parcel 6) — Page 33

foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC hereunder, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to the Existing Space Leases and other Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in

Lease Agreement (Livermore/Parcel 6) — Page 34

the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the

Lease Agreement (Livermore/Parcel 6) — Page 35

disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

Lease Agreement (Livermore/Parcel 6) — Page 36

     IN WITNESS WHEREOF, this Lease Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Lease Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Lease Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Livermore/Parcel 6) — Signature Page

Exhibit A

Legal Description

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit B

California Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     LRC, for and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid by Lloyd G. Cox, Trustee, of Dallas County, Texas (in this Exhibit called the “Trustee”), in order to secure the recovery of the Lease Balance by BNPPLC and the payment of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to the Trustee, IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any

proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 2

to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 3

or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 4

the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 5

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 6

been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 7

herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 8

EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 9

will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(LIVERMORE/PARCEL 6)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 18, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
97-10/Meltdown Event		1
97-10/Prepayment		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Advance Date		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		3
Attorneys’ Fees		3
Banking Rules Change		3
Base Rent		3
Base Rent Commencement Date		3
Base Rent Date		3
Base Rent Period		4
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Carrying Costs		5
Closing Certificate		5
Closing Letter		6
Code		6
Collateral Percentage		6
Commitment Fees		6
Common Definitions and Provisions Agreement		6
Completion Date		6
Completion Notice		6
Constituent Documents		6
Construction Advances		6
Construction Agreement		6
Construction Allowance		6
Construction Period		7
Construction Project		7

	Page
Covered Construction Period Losses		7
Default		7
Default Rate		7
Designated Sale Date		7
Effective Date		8
Eligible Financial Institution		8
Environmental Laws		9
Environmental Losses		9
Environmental Report		9
ERISA		9
ERISA Affiliate		9
ERISA Termination Event		9
Escrowed Proceeds		10
Established Misconduct		10
Event of Default		11
Excluded Taxes		14
Existing Contract		16
Existing Space Leases		16
Fed Funds Rate		16
FOCB Notice		16
Funding Advances		16
GAAP		16
Hazardous Substance		16
Hazardous Substance Activity		17
Improvements		17
Indebtedness		17
Initial Advance		19
Interested Party		19
Land		19
Lease		19
Lease Balance		19
Lease Termination Damages		20
Liabilities		20
LIBID		20
LIBOR		20
LIBOR Election		21
LIBOR Period		22
Lien		22
Liens Removable by BNPPLC		22
Local Impositions		23
Losses		23
LRC		23
Maximum Remarketing Obligation		23

TABLE OF CONTENTS
(Continued)

	Page
Minimum Insurance Requirements		23
Multiemployer Plan		23
Notice of LRC’s Intent to Terminate		23
Operative Documents		23
Outstanding Construction Allowance		24
Participant		24
Participation Agreement		24
Permitted Encumbrances		24
Permitted Hazardous Substance Use		24
Permitted Hazardous Substances		25
Permitted Transfer		25
Person		26
Personal Property		26
Plan		26
Pledge Agreement		26
Pre-lease Force Majeure Event		26
Pre-lease Force Majeure Event Notice		26
Pre-lease Force Majeure Losses		26
Prime Rate		26
Prior Owner		27
Property		27
Purchase Agreement		27
Purchase Option		27
Qualified Affiliate		27
Qualified Income Payments		27
Qualified Prepayments		27
Real Property		28
Remedial Work		28
Rent		29
Responsible Financial Officer		29
Scope Change		29
Secured Spread		29
Subsidiary		29
Supplemental Payment		29
Supplemental Payment Obligation		29
Term		29
Termination of LRC’s Work		29
Transaction Expenses		29
Unfunded Benefit Liabilities		29

(iii)

TABLE OF CONTENTS
(Continued)

	Page
Unsecured Spread		29
Work		29

ARTICLE II — SHARED PROVISIONS		30
1.	Notices	30
2.	Severability	32
3.	No Merger	32
4.	No Implied Waiver	33
5.	Entire and Only Agreements	33
6.	Binding Effect	33
7.	Time is of the Essence	33
8.	Governing Law	33
9.	Paragraph Headings	33
10.	Negotiated Documents	33
11.	Terms Not Expressly Defined in an Operative Document	34
12.	Other Terms and References	34
13.	Execution in Counterparts	34
14.	Not a Partnership, Etc	35
15.	No Fiduciary Relationship Intended	35

Annexes

Annex 1   LIBOR Election Form

Annex 2   Minimum Insurance Requirements

Annex 3   Participation Agreement Form

Annex 4   Alternative Participation Agreement Form

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(LIVERMORE/PARCEL 6)

     This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Construction Agreement (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Construction Agreement, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

     Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

     “97-10/Meltdown Event” has the meaning indicated in the Construction Agreement.

     “97-10/Prepayment” has the meaning indicated in the Construction Agreement.

     “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Construction Agreement or the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

     “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Administrative Fees” means the fees identified as such in subparagraph 3(D) of the Lease and subparagraph 3(A) of the Construction Agreement.

     “Advance Date” means, regardless of whether any Construction Advance is actually made on such date, the first Business Day of every calendar month, beginning with the first Business Day of the first calendar month after the Effective Date and continuing regularly thereafter to and including the Base Rent Commencement Date, which will be the last Advance Date.

     “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

     “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 2

laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

     “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

     “Arrangement Fee” has the meaning indicated in the Construction Agreement.

     “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

     “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

     “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

     “Base Rent Commencement Date” means the first Business Day of the first calendar month after the Completion Date.

     “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Base Rent Commencement Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

     (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 3

     (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

     (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

     “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Base Rent Commencement Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

     (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

     (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

     1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2010, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2010, the third calendar month after January, 2010.

     2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2010, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2010.

     “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

     “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 4

of France, and any successors of such bank.

     “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

     (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a LIBOR Period; or

     (2) the resulting liquidation or redeployment of deposits or other funds that were reserved to provide a Construction Advance requested by LRC, if and when the Construction Advance is not made as anticipated, either because LRC declined to accept the Construction Advance for any reason or because LRC failed to satisfy any of the conditions to such Construction Advance specified in the Construction Agreement; or

     (3) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any LIBOR Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to the LIBOR for the then current LIBOR Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

     “Break Even Price” has the meaning indicated in the Purchase Agreement.

     “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

     “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

     “Carrying Costs” has the meaning indicated in the Construction Agreement.

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     “Closing Certificate” means the Closing Certificate and Agreement (Livermore/Parcel 6) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals (a) the Lease Balance determined as of the first day of such Base Rent Period, less (b) Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

     “Commitment Fees” has the meaning indicated in the Construction Agreement.

     “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Completion Date” has the meaning indicated in the Construction Agreement.

     “Completion Notice” has the meaning indicated in the Construction Agreement.

     “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

     “Construction Advances” has the meaning indicated in the Construction Agreement.

     “Construction Agreement” means the Construction Agreement (Livermore/Parcel 6) dated as of the Effective Date between BNPPLC and LRC, as such Construction Agreement may

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 6

be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Construction Allowance” has the meaning indicated in the Construction Agreement.

     “Construction Period” means each successive period of approximately one month, with the first Construction Period to begin on the Effective Date and end on the first Advance Date. Each successive Construction Period after the first Construction Period will begin on the day on which the preceding Construction Period ends and will end on the next following Advance Date, until the last Construction Period, which will end on the earlier of the Base Rent Commencement Date or any Designated Sale Date upon which LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement.

     “Construction Project” has the meaning indicated in the Construction Agreement.

     “Covered Construction Period Losses” has the meaning indicated in the Construction Agreement.

     “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

     “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

     “Designated Sale Date” means the earliest of:

     (1) the earlier of (a) date upon which the Term is scheduled to expire as provided in subparagraph 1(A) of the Lease (which states that the Term will expire on the first Business Day of January, 2015), or (b) any date upon which the Lease terminates pursuant to subparagraph 1(B) or subparagraph 1(C) of the Lease; or

     (2) any Business Day designated as the “Designated Sale Date” for purposes

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 7

of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC before any 97-10/Meltdown Event has occurred; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business Day so designated; or

     (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing and after the Completion Date; or

• after a 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice from LRC or; or

• following any change in the zoning or other Applicable Laws after the Completion Date affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property after the Completion Date, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

     “Effective Date” means December 18, 2007.

     “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 8

having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

     “Environmental Laws” means any and all existing and future Applicable Laws pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

     “Environmental Report” means the following report: September 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, KLA Tencor Corporation Site 1 and 101 Portola Avenue Livermore, CA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 9

     “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

     “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

     “Established Misconduct” of a Person means, and is limited to:

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 10

     (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

     (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

In no event, however, will Established Misconduct include actions of any Person undertaken in good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

     “Event of Default” means any of the following:

     (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

     (B) LRC fails to pay the full amount of any 97-10/Prepayment when due as provided in the Construction Agreement or fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

     (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease, any 97-10/Prepayment required as provided in the Construction Agreement or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

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     (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

     (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no such third party claim or criminal prosecution is instituted or overtly threatened, the period within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

     (F) LRC abandons any material part of the Property.

     (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

     (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

     (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such

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debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

     (J) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

     (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

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     (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

     (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

     (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

     (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

     (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

     (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

     “Excluded Taxes” means:

     (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable

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by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

     (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the Purchase Agreement or with respect to which the Purchase Agreement governs the distribution and allocation of sales proceeds; and

     (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

     (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

     (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

     (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 15

available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC=s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

     “Existing Contract” means that certain Purchase and Sale Agreement dated August 22, 2007 between the Prior Owner and LRC, under which rights of LRC (as the buyer) have been assigned to BNPPLC.

     “Existing Space Leases” means leases or subleases of space within the Improvements, if any, which are executed on or prior to the Effective Date by BNPPLC or any predecessor in interest of BNPPLC and included in the list of Permitted Encumbrances attached as Exhibit B to the Closing Certificate.

     “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

     “FOCB Notice” has the meaning indicated in the Construction Agreement.

     “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to provide the Construction Allowance or maintain its investment in the Property.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

     “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or

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asserting jurisdiction over LRC or the Property.

     “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

     “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property, surface water, groundwater or any body of water under, in, into or onto the Property and any resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

     “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

     “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

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     (A) Liabilities for borrowed money;

     (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

     (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

     (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

     (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

     (F) Liabilities arising under conditional sales or other title retention agreements;

     (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

     (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

     (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

     (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

     (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

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     (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

     “Initial Advance” has the meaning indicated in the Construction Agreement.

     “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein; (2) BNPPLC’s Parent; and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

     “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

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     “Lease” means the Lease Agreement (Livermore/Parcel 6) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, plus the sum of all Construction Advances, Carrying Costs and other amounts added to the Outstanding Construction Allowance as provided in the Construction Agreement on or prior to such date, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

     “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

     “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

     (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

     (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

     (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

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     (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

     “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

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• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

     “LIBOR Period” means any Construction Period or Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(4) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority,

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(G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

     “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

     “LRC” means Lam Research Corporation, a Delaware corporation.

     “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

     “Maximum Remarketing Obligation” has the meaning indicated in the Purchase Agreement.

     “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

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     “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

     “Notice of LRC’s Intent to Terminate” has the meaning indicated in the Construction Agreement.

     “Operative Documents” means the following documents executed by LRC and BNPPLC: (1) Closing Certificate, (2) the Construction Agreement, (3) the Lease, (4) the Pledge Agreement, (5) the Purchase Agreement, (6) this Common Definitions and Provisions Agreement, (7) the Closing Letter, (8) the Memorandum (Short Form) of Lease (Livermore/Parcel 6) dated as of the Effective Date, (9) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of the Effective Date, and (10) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents.

     “Outstanding Construction Allowance” has the meaning indicated in the Construction Agreement.

     “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person other than ABN AMRO BANK, N.V. will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, there are no Participants, but BNPPLC may from time to time request LRC’s approval for prospective Participants. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial Institution. However, as to any prospective Participant that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

     “Participation Agreement” means a Participation Agreement (Livermore/Parcel 6) in substantially the form attached to this Agreement as Annex 3 or Annex 4, pursuant to which one or more other Persons agree with BNPPLC to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request

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of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

     “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

     (1) exceed that reasonably required for the construction of the Construction Project in accordance with the Construction Agreement or for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

     (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the construction of the Construction Project or for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

     “Permitted Transfer” means any of the following:

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     (1) any assignment or conveyance by BNPPLC requested by LRC or required by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

     (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

     (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

     (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

     (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

     “Personal Property” has the meaning indicated on page 2 of the Lease.

     “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

     “Pledge Agreement” means the Pledge Agreement (Livermore/Parcel 6) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Pre-lease Force Majeure Event” has the meaning indicated in the Construction

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Agreement.

     “Pre-lease Force Majeure Event Notice” has the meaning indicated in the Construction Agreement.

     “Pre-lease Force Majeure Losses” has the meaning indicated in the Construction Agreement.

     “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates described in this definition.

     “Prior Owner” means KLA-Tencor Corporation, a Delaware corporation, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

     “Property” means the Personal Property and the Real Property, collectively.

     “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of the Effective Date between BNPPLC and LRC, as such Purchase Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Purchase Option” has the meaning indicated in the Purchase Agreement.

     “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

     “Qualified Income Payments” means: (A) Base Rent; (B) payments that are made to BNPPLC only because the following amounts are capitalized (i.e.,the added to the Lease Balance) as described in subparagraph 3 of the Construction Agreement: the Arrangement Fee,

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 27

Administrative Fees, Commitment Fees, Carrying Costs, Increased Cost Charges and Capital Adequacy Charges; (C) payments of the following made to BNPPLC to satisfy the Lease: Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (D) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(F) of the Lease; and (E) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (D).

     “Qualified Prepayments” means any payments received by BNPPLC from time to time prior to or during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property, or (5) for application as Qualified Prepayments as provided in subparagraph 2(A)(2)(i) of the Construction Agreement. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance, the Outstanding Construction Allowance and the Break Even Price):

     (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

     (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

     (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

     (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance, the Outstanding Construction Allowance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in subparagraph 5(D) of the Construction Agreement or Paragraph 9 of the Lease.

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 28

     “Real Property” has the meaning indicated on page 2 of the Lease.

     “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

     “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

     “Scope Change” has the meaning indicated in the Construction Agreement.

     “Secured Spread” means forty basis points (40/100 of 1%).

     “Subsidiary” means, with respect to any Person, any Affiliate of which at least a majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

     “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

     “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

     “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

     “Termination of LRC’s Work” has the meaning indicated in the Construction Agreement.

     “Transaction Expenses” means (i) costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein, and (ii) closing costs and other expenses paid in connection with BNPPLC’s acquisition of the Property from the Prior Owner.

     “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 29

which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

     “Unsecured Spread” means one hundred basis points (1%).

     “Work” has the meaning indicated in the Construction Agreement.

ARTICLE II — SHARED PROVISIONS

     The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

     1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC or BNPPLC to the other or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

     (i) All Rent and other amounts required to be paid by LRC to BNPPLC must be paid to BNPPLC in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP New York
/AC/ 0020-517000-070-78
/Ref/ Lam Research Corporation/Livermore/Parcel 6 Lease

or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

     (ii) All advances paid to LRC by BNPPLC under the Construction Agreement or in connection therewith will be paid by wire transfer to:

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 30

Lam Research Corporation USD Concentration Account B LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street Chicago, II 60603
ABA # (Domestic):	071000505
SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri 312-904-0445 juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Livermore/Parcel 6)

or at such other place and in such other manner as LRC may reasonably designate from time to time by notice to BNPPLC signed by a Responsible Financial Officer of LRC.

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 31

     (iii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

Address of BNPPLC:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Telecopy: (972) 788-9140
Email: lloyd.cox@americas.bnpparibas.com

Address of LRC:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Telecopy: (512) 572-1586
Email: Roch.Leblanc@lamrc.com

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 32

with a copy to:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services

Telecopy: (510) 572-2876
Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

     2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

     3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

     4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 33

the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

     5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

     6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

     7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

     8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

     9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

     10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

     11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

     12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 34

other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 35

other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

     14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

     15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Page 36

     IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

 Common Definitions and Provisions Agreement (Livermore/Parcel 6) — Signature Page

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of December 18, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                     , 200___ subject to a LIBOR Election of                      month(s).

     We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached:

“Construction Period Policies” means insurance policies that satisfy the minimum requirements set forth in this Annex and that LRC has obtained or required its Contractors to obtain with respect to the Property.

“Contractor” will include subcontractors of any tier.

“ISO” means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

Any Construction Period Policies not previously obtained are being obtained by LRC (or by the primary Contractor engaged by LRC to perform the Work), and the initial premiums for such Construction Period Policies are being paid, contemporaneously with the execution of the Agreement to which this Annex is attached. In the case of the Builder’s Risk Policy, the premium has been or is being prepaid for the entire period from the Effective Date to the projected Completion Date.

The Construction Period Policies will not be materially modified or terminated without BNPPLC’s prior written consent in each case by reason of any act or omission on the part of LRC or anyone acting for or authorized to act for LRC (including any Contractor engaged by LRC to obtain the Construction Period Policies for LRC). Without limiting the foregoing, neither LRC nor any Contractor will do or authorize any act or omission that could cause the coverage provided by the Builder’s Risk Policy to expire or lapse with respect to the Improvements, before the Completion Date.

3. Conditions Affecting All Insurance Required Herein.

Annex 2 — Page 1

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.
E.	Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.
	All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F. Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its

Annex 2 — Page 2

	negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.
G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Work or the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. After the Completion Date, all deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk. Prior to the Completion Date, however, nothing herein will be construed to make LRC liable for losses resulting from deductibles applicable to the property insurance covering the Property so long as LRC does not increase those deductibles to amounts higher than permitted by the property insurance specifications in Part 7.E below.

4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

Annex 2 — Page 3

i.	Each Occurrence Limit	$	1,000,000
ii.	General Aggregate Limit	$	2,000,000
iii.	Product-Completed Operations Aggregate Limit	$	2,000,000
iv.	Personal and Advertising Injury Limit	$	1,000,000

D. Required Endorsements:

i.	Additional Insured.	status required in 3.F., above.
ii.	Aggregate Per Location: *	The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Location endorsement (ISO CG 2504 1185 or its equivalent).
iii.	Aggregate Per Project: *	The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Project endorsement (ISO CG 2503 1185 or its equivalent).
iv.	Notice of Cancellation, Nonrenewal or Reduction in Coverage:	as required in 3.E., above.
v.	Personal Injury Liability: *	The personal injury contractual liability exclusion will be deleted.
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

*     Required only in Construction Period Policies. After the Completion Date, requirements marked by an asterisk will construed as if replaced by the words “[intentionally deleted]”.

5. Workers’ Compensation/Employer’s Liability Insurance.

A.	Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.
B.	Amount of Insurance: Coverage will be provided with a limit of not less than:
i.	Workers’ Compensation: Statutory limits.
ii.	Employer’s Liability: $1,000,000 each accident and each disease.

6. Umbrella/Excess Liability Insurance.

Annex 2 — Page 4

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover :

i.	all Improvements and any equipment made or to be made a permanent part of the Property;
ii.	all structure(s) under construction;
iii.	all property including materials and supplies on site for installation;
iv.	all property including materials and supplies at other locations but intended for use at the site;
v.	all property including materials and supplies in transit to the site for installation; and
vi.	all temporary structures (e.g., scaffolding, falsework, and temporary buildings) located at the site.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft, flood, earthquake, and earthquake sprinkler leakage and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings,

Annex 2 — Page 5

excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

i.	All Risks of Direct Damage, Per Occurrence, except flood and earthquake:	$50,000
ii.	Delayed Opening Waiting Period:	15 Days, except 30 Days for Earthquake
iii.	Flood, Per Occurrence:	$50,000 or excess of NFIP if in Flood Zone A
iv.	Earthquake and Earthquake Sprinkler Leakage, Per Occurrence:	$250,000 or 5% of insured value of Improvements, whichever is greater
v.	Water Damage:	$100,000

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. After the Completion Date, all property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be

Annex 2 — Page 6

considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.) Also, on and before the Completion Date, property insurance policies must include endorsements and minimum sublimits as follows:

			Minimum Sublimit or
Description			Other Requirement
	i	Additional Expenses Due To Delay In Completion of the Project, including but not limited to interest expenses and other financing costs, insurance expenses, professional fees and taxes:	$5,000,000
	ii	Agreed Value:	$85,000,000
	iii	Boiler & Machinery on a Comprehensive Basis:	Included without sublimit
	iv	Damage Arising From Error, Omission or Deficiency in Design, Specifications, Workmanship or Materials, Including Collapse:	Included without sublimit
	v	Debris Removal:	Lower of $1,000,000 or 25% of loss
	vi	Earthquake:	$10,000,000
	vii	Earthquake Sprinkler Leakage:	Included without sublimit
	vii	Contractor’s Extra Expense and Expediting Expenses combined:	250,000 or 20% of the amount of insured physical loss or damage, whichever is less
	ix	Flood:	$80,000,000
	x	Freezing:	Included without sublimit
	xi	Notice of Cancellation or Reduction:	As required in 3.F. above
	xii	Occupancy Clause:	As required in 7.F above
	xiii	Building Ordinance and Increased Cost of Construction Coverage:	$1,000,000
	xiv	Pollutant Clean-Up and Removal, provided that such condition ensues following a loss from a covered peril:	$1,000,000

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			Minimum Sublimit or
Description			Other Requirement
	xv	Emergency Property Protection Expense:	$100,000
	xvi	Replacement Cost:	Included without sublimit
	xvii	Testing:	Included without sublimit
	xviii	Waiver of Subrogation:	As Required in 7.G. above.

Also, prior to the Completion Date, no sublimits will be permitted except as specified above, and in regard to sublimits specified above for a general category of expenses (such as the first category, “Additional Expenses Due To Delay In Completion of the Project”) no lower sublimit will be permitted for any subcategory included therein (such as “interest expenses and other financing costs”).

8. Evidence of Insurance.

A.

Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent, must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.

B.

Form:

i	All property insurance required herein will be evidenced by ACORD form 28, “Evidence of Property Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.
ii.	All liability insurance required herein will be evidenced by ACORD form 25, “Certificate of Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits

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	described herein, and signature of authorized representative of insurance company.
iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words “endeavor to” and “but failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives” will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

D.	Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.
E.	Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.
F.	Commencement of Construction. Commencement of construction without provision of the required certificate of insurance, evidence of insurance and/or required endorsements, or without compliance with any other provision of this Annex or the Agreement to which it is attached, will not constitute a waiver by BNPPLC of any rights. BNPPLC will have the right, but not the obligation, of prohibiting LRC or any Contractor from performing any work until such certificate of insurance, evidence of insurance and/or required endorsements are received by BNPPLC.

Annex 2 — Page 9

Annex 3

Participation Agreement Form

Attached to and made a part of this Annex is a form of Participation Agreement that may be executed prior to the Base Rent Commencement Date and used by BNPPLC to share risks and rewards of the Operative Documents with other parties.

PARTICIPATION AGREEMENT
(LIVERMORE/PARCEL 6)

     This PARTICIPATION AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of ___________, 20___ is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and the banks or other financial institutions designated as Participants in the signature pages to this Agreement (whether one or more, “Participants”).

RECITALS

     BNPPLC and Lam Research Corporation (“LRC”), a Delaware corporation, have executed a Common Definitions and Provisions Agreement (Livermore/Parcel 6) (the “Common Definitions and Provisions Agreement”) dated as of December 18, 2007 (the “Original Effective Date”). As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC, BNPPLC has acquired the Land and any existing Improvements on the Land prior to the execution of this Agreement.

     Prior to the execution of this Agreement, BNPPLC and LRC have executed a Construction Agreement (Livermore/Parcel 6) (the “Construction Agreement”), a Lease Agreement (Livermore/Parcel 6) (the “Lease”) and a Closing Certificate and Agreement (Livermore/Parcel 6) (the “Closing Certificate”), all dated as of the Original Effective Date. Pursuant to the Construction Agreement, BNPPLC has provided and agreed to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land and all Improvements on the Land.

     Pursuant to an Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of the Original Effective Date (the “Purchase Agreement”) between BNPPLC and LRC, LRC will have the right to purchase, among other things, BNPPLC’s interest in the Land and the Improvements on and subject to the terms and conditions set forth therein. Pursuant to a Pledge Agreement (Livermore/Parcel 6) dated as of the Original Effective Date (the “Pledge Agreement”), LRC must maintain securities and cash collateral to secure its obligations under the Construction Agreement and the Purchase Agreement.

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     By this Agreement, the parties desire to evidence the Participants’ agreement to participate with BNPPLC in certain of the risks and rewards to BNPPLC of the Common Definitions and Provisions Agreement, the Construction Agreement, the Lease, the Closing Certificate, the Purchase Agreement and the Pledge Agreement (collectively, the “Operative Documents”), which participation is to be accomplished through the exchange of promises to make payments computed by reference to the sums paid or received by BNPPLC from time to time pursuant to the Operative Documents, all as more particularly provided below.

AGREEMENTS

     Participants agree to participate with BNPPLC in, and BNPPLC agrees to share with the Participants, the risks and rewards of the Operative Documents upon and subject to the following terms, provisions, covenants, agreements and conditions:

1 Additional Definitions. As used in this Agreement, capitalized terms defined above have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not otherwise defined have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms have the following respective meanings:

     (A) “Anticipated Advances” means the following, to the extent they have not already been advanced on or prior to the effective date of this Agreement: (1) the Initial Advance and other amounts (other than Commitment Fees and Carrying Costs) that are added to the Outstanding Construction Allowance from time to time pursuant to Paragraph 3 of the Construction Agreement, and (2) advances of funds by or on behalf of BNPPLC to or on behalf of LRC pursuant to Paragraph 4 of the Construction Agreement. Any other amounts paid out-of-pocket by BNPPLC from time to time that BNPPLC is entitled to treat as Construction Advances pursuant to the express terms of the Construction Agreement (see subparagraphs 2(G)(2) and 8(A) of the Construction Agreement) will constitute Protective Advances, not Anticipated Advances, for purposes of this Agreement.

Notwithstanding the foregoing, Extraordinary Force Majeure Advances, if any, will not constitute Anticipated Advances or Protective Advances for purposes of this Agreement.

     (B) “Back to Back Construction-Period Indemnity Claim” means a claim by BNPPLC against LRC for payment of a Covered Construction Period Loss that BNPPLC may assert under the Construction Agreement in order to cover or reimburse a claim made against BNPPLC itself by another Interested Party because of Uncovered Construction-Period Participant Losses suffered by the other Interested Party.

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     (C) “Back to Back Construction-Period Indemnity Payment” means a payment made to BNPPLC by or on behalf of LRC in satisfaction of a Back to Back Construction-Period Indemnity Claim.

     (D) “Bank Specific Charges” means payments made to BNPPLC by or on behalf of LRC for the account of a Participant or any other Interested Party under subparagraph 5(B) or 5(C) of the Lease. Bank Specific Charges include, for example, payments made to compensate a Participant for an increase in costs related to advances made by the Participant hereunder and attributable to a Banking Rules Change.

     (E) “Collateral” has the meaning assigned to it in the Pledge Agreement.

     (F) “Critical Event” means any of the following which has occurred and is continuing and is known to BNPPLC:

     (1) any failure of LRC to pay Base Rent or any Supplemental Payment within three Business Days of the date it becomes due;

     (2) any failure of LRC to make any payment required by the Operative Documents (other than Base Rent or any Supplemental Payment) within thirty days of the date it becomes due;

     (3) any material failure of LRC to maintain the Property as required by the Lease;

     (4) any material title encumbrance (other than a Permitted Encumbrance) is discovered or asserted against the Property;

     (5) any Event of Default;

     (6) any condemnation proceedings are brought against the Property or any portion thereof or any material damage to the Property is caused by fire or other casualty;

     (7) LRC shall fail to promptly repair any significant damage to the Property or apply insurance or condemnation proceeds as required by the Operative Documents;

     (8) any 97-10/Meltdown Event;

     (9) any delivery by LRC of a Pre-lease Force Majeure Event Notice under and as defined in the Construction Agreement;

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     (10) the occurrence prior to the Completion Date of any Termination of LRC’s Work under and as defined in the Construction Agreement.

     (G) “Critical Remedy” means BNPPLC’s right to do any of the following: (a) file a lawsuit against LRC to enforce the Operative Documents or seek judicial foreclosure of the lien against the Real Property granted in Exhibit B to the Lease; (b) send a notice to terminate LRC’s rights and obligations to continue Work as provided in subparagraph 7(C) of the Construction Agreement; (c) make the election to accelerate the Designated Sale Date as described in the definition thereof in the Common Definitions and Provisions Agreement; (d) exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement if the conditions specified in that subparagraph have been satisfied; or (e) withdraw Cash Collateral (as defined in the Pledge Agreement) for application against obligations secured by the Pledge Agreement or otherwise take action to cause a sale or disposition of Collateral to generate proceeds to be applied to such obligations.

     (H) “Defaulting Participant” means any Participant that has failed to make a payment when due to BNPPLC equal to the Participant’s Percentage of an Anticipated Advance as required by subparagraph 3(B) below.

     (I) “Deferred Construction-Period Compensation” means any additional amount paid or payable to BNPPLC pursuant to the Purchase Agreement only because of — and which BNPPLC would not be paid or allowed to retain but for — Extraordinary Force Majeure Advances or other Losses that are included in any Balance of Unpaid Construction Period Losses, other than any such Losses which (a) qualify as Protective Advances hereunder, or (b) consist of reductions in Carrying Costs or Base Rent resulting from any Pre-lease Force Majeure Losses not paid or reimbursed by Extraordinary Force Majeure Advances. (Should the Property not be sold by BNPPLC until after LRC no longer has any right to purchase or arrange a purchase by an Applicable Purchaser pursuant to the Purchase Agreement, sales proceeds — net of sales expenses — will nevertheless be allocated for purposes of this Agreement among Net Sales Proceeds, Deferred Construction-Period Compensation and Unrecovered Protective Advances as if LRC had arranged the sale pursuant to the Purchase Agreement.)

     (J) “Deposit Taker’s Agreement” has the meaning assigned to it in the Pledge Agreement.

     (K) “Distributable Payments” means any payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) any of the following or interest on past due amounts thereof:

     (1) Base Rent;

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     (2) Qualified Prepayments;

     (3) 97-10/Prepayments;

     (4) Bank Specific Charges;

     (5) Back to Back Construction-Period Indemnity Payments;

     (6) any Supplemental Payment; and

     (7) Net Sales Proceeds and any Deferred Construction-Period Compensation that BNPPLC excluded from sales proceeds received by it for purposes of calculating Net Sales Proceeds.

     (L) “Extraordinary Force Majeure Advance” means any Construction Advance or portion thereof made because of, and that would not have been required of BNPPLC but for, an Increased Funding Commitment given by BNPPLC in response to a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event as provided in the Construction Agreement.

     (M) “Increased Funding Commitment” has the meaning assigned to it in the Construction Agreement.

     (N) “Late Payment Rate” means (a) for each day (other than as set forth in clause (b) of this sentence) the Fed Funds Rate or (b) for the purpose of computing interest on past due payments for each day following the fifth day after such payments first became due, a rate of two percent (2%) per annum in excess of the Prime Rate then in effect; except that the Late Payment Rate will not, notwithstanding anything to the contrary herein contained, exceed the maximum rate of interest permitted by applicable law.

     (O) “Major Stakeholder” means BNPPLC and any Participant who, at the time any determination thereof is required, has a Percentage which exceeds thirty-four percent (34%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (P) “Majority” means, at the time any determination thereof is required, any of the Participants and BNPPLC, the aggregate Percentages of which equal or exceed sixty-seven percent (67%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (Q) “Net Cash Flow” means payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) Base Rent, Qualified Prepayments, 97-10/Prepayments or a Supplemental Payment or as interest on past due Base

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Rent, Qualified Prepayments, 97-10/Prepayments or a Supplemental Payment; except that any Deferred Construction-Period Compensation included in any Supplemental Payment will be deducted or excluded from such payments for purposes of calculating Net Cash Flow; and except that any Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(C) may, at BNPPLC’s option, be deducted by BNPPLC from such payments for purposes of calculating Net Cash Flow. By deducting any Unrecovered Protective Advance in the calculation of Net Cash Flow, BNPPLC will be considered to have “recovered” such Protective Advance for purposes of calculating “Excess Reimbursements” under and as defined in subparagraph 3(C). Further, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Cash Flow, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will also constitute Net Cash Flow for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Cash Flow as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(B) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (R) “Net Sales Proceeds” means, subject to the deductions and exclusions described below in this definition:

     (1) all payments actually received by BNPPLC under the Purchase Agreement as (or in satisfaction of LRC’s or an Applicable Purchaser’s obligations for) the purchase price for BNPPLC’s interest in Property or in Escrowed Proceeds; and

     (2) if the Property is not sold pursuant to the Purchase Agreement on the Designated Sale Date, then all rents and sales, condemnation and insurance proceeds actually received by BNPPLC (other than sales proceeds paid or to be paid by BNPPLC to LRC pursuant to subparagraph 3(D) of the Purchase Agreement) from any sale or lease after the Designated Sale Date of any interest in, or because of any subsequent taking or damage to, the Property.

For purposes of calculating Net Sales Proceeds, the following will be deducted or excluded from such payments (without duplication of any item): (i) any excess sales proceeds that BNPPLC is required by the Purchase Agreement to pay over to LRC; (ii) any Deferred Construction-Period Compensation; and (iii) any amounts applied by BNPPLC to pay, or received by BNPPLC as reimbursement for, bona fide costs of a sale of the Property. Also, any other Unrecovered

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Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(C) may, at BNPPLC’s option, be deducted by BNPPLC from such payments received by it for purposes of calculating Net Sales Proceeds Without limiting the foregoing, after any Designated Sale Date upon which neither LRC nor an Applicable Purchaser purchases BNPPLC’s interest in the Property, BNPPLC may, at its option, deduct the following as Unrecovered Protective Advances: (x) ad valorem taxes, (y) insurance premiums; and (z) other Losses of every kind suffered or incurred by BNPPLC (other than general overhead) with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, other than Unrecovered Protective Advances for which all Participants have paid BNPPLC their respective Percentages thereof as required by subparagraph 3(C). By deducting any Unrecovered Protective Advances in the calculation of Net Sales Proceeds, BNPPLC will be considered to have “recovered” such Protective Advances for purposes of calculating Excess Reimbursements under and as defined in subparagraph 3(C). Also, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Sales Proceeds, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will constitute Net Sales Proceeds for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Sales Proceeds as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(B) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (S) “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” has the meaning assigned to it in the Construction Agreement.

     (T) “Participants” means each of the undersigned parties designated as Participants in the signature pages to this Agreement, and any other financial institutions which may hereafter become parties to this Agreement by joining with BNPPLC in completing and executing a Participation Agreement Supplement.

     (U) “Participation Agreement Supplement” means a Participation Agreement Supplement in substantially the form attached hereto as Exhibit A, completed and executed by BNPPLC and a Participant, adding the Participant as a party to this Agreement, changing a Participant’s Percentage or removing a Participant as a party to this Agreement.

     (V) “Participation Amount” of BNPPLC or any Participant means the outstanding balance from time to time of the total investment made by BNPPLC under the Operative

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Documents or by the applicable Participant hereunder, as determined by BNPPLC. The Participation Amount of BNPPLC and each Participant will equal its share of the outstanding principal balance that would be due from LRC from time to time if BNPPLC had made a loan (and the Participants had participated in the loan) to LRC to finance LRC’s purchase of the Property and construction of improvements authorized by the Construction Agreement, instead of BNPPLC’s having acquired the Property and leased it to LRC as provided in the Operative Documents. Absent a failure by any Participant to make a payment required by subparagraph 3(B) or some other unexpected occurrence, it is expected that (a) the Participation Amounts of BNPPLC and the Participants will always be in proportion to their respective Percentages set forth in Schedule 1, and (b) the total Participation Amounts of BNPPLC and all Participants on and prior to the Designated Sale Date will equal the Lease Balance computed from time to time as described in the Common Definitions and Provisions Agreement.

Notwithstanding the foregoing, for purposes of calculations required by this Agreement that depend on Participation Amounts, the funding of or with respect to any Extraordinary Force Majeure Advances will not be included in Participation Amounts.

     (W) “Percentage” of each Participant means, subject to change as provided in subparagraph 4(A) and to change by a Participation Agreement Supplement, the percentage designated as the Participant’s “Percentage” in Schedule 1. “Percentage” of BNPPLC means a percentage that, at the time a determination of such Percentage is required hereunder, is equal to 100% less the sum of the Percentages of all the Participants.

     (X) “Protective Advances” means any payments, other than of Anticipated Advances or Extraordinary Force Majeure Advances or Excluded Taxes, made by or on behalf of BNPPLC at any time or from time to time because of, arising out of or related to, in whole or in part: (1) the Property or the construction, protection, preservation, operation, ownership or sale thereof; (2) any of the Operative Documents or the transactions contemplated therein; or (3) anything done by BNPPLC to enforce the obligations of LRC under the Operative Documents (whether done upon BNPPLC’s own initiative or upon the direction of the Majority or another Major Stakeholder). Protective Advances will include any and all payments by BNPPLC (including those paid to attorneys, accountants, experts and other advisors) for which LRC is obligated to indemnify or reimburse BNPPLC by Paragraph 5 of the Lease or would be so obligated if the Term of Lease had commenced. Protective Advances will also include any “Charges” that BNPPLC must pay to any Deposit Taker under and as defined in Paragraph 7 of any Deposit Taker’s Agreement executed by BNPPLC in the form attached as an Exhibit to the Pledge Agreement.

     (Y) “Uncovered Construction-Period Participant Loss” means a Loss incurred or suffered by a Participant (1) for which, if BNPPLC must pay or reimburse such Loss to the Participant, BNPPLC can in turn require payment or reimbursement from LRC under the

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indemnity against Covered Construction Period Losses set forth in the Construction Agreement (e.g., Losses arising because of fraud, misapplication of funds, illegal acts, or willful misconduct on the part of the LRC or its employees or agents or any other party for whom LRC is responsible), and (2) for which the Participant is not otherwise indemnified directly by or compensated by LRC or by insurance maintained by LRC.

     (Z) “Unrecovered Protective Advances” means Protective Advances that have not been repaid to BNPPLC by or on behalf of LRC and have not otherwise been previously recovered by BNPPLC through deductions from Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms above.

2 Payments From BNPPLC to Each Participant.

     (A) Payments Computed by Reference to Net Cash Flow and Net Sales Proceeds. Upon the actual receipt of any Net Cash Flow, Net Sales Proceeds or interest thereon, BNPPLC will pay each Participant an amount equal to such Participant’s Percentage times such Net Cash Flow, Net Sales Proceeds or interest, as the case may be.

     (B) Payments Computed by Reference to Bank Specific Charges. If BNPPLC actually receives any Bank Specific Charges (or interest thereon) for the account of a particular Participant, then BNPPLC promises to promptly make a payment to such Participant equal to such Bank Specific Charges (or interest thereon). If requested by any Participant, BNPPLC will make a demand upon LRC for, and will endeavor in good faith to collect, payment of any Bank Specific Charges due for the account of such Participant; provided, however, as an alternative to making any effort to collect any Bank Specific Charge for any Participant, BNPPLC may instead assign to such Participant the right to collect such Bank Specific Charge directly from LRC.

     (C) Payments Computed by Reference to Back to Back Construction-Period Indemnity Payments. If BNPPLC actually receives any Back to Back Construction-Period Indemnity Payment (or interest thereon) in satisfaction of a Back to Back Construction-Period Indemnity Claim asserted for Losses for which BNPPLC is obligated to a particular Participant, then BNPPLC promises to make a payment to such Participant equal to such Back to Back Construction-Period Indemnity Payment (or interest thereon). If a Participant incurs or suffers an Uncovered Construction-Period Participant Loss, BNPPLC must compensate such Participant for the Uncovered Construction-Period Participant Loss; subject to the condition, however, that BNPPLC’s obligation to so compensate a Participant will be satisfied only from any Back to Back Construction-Period Indemnity Payments received by BNPPLC on account of such obligation, it being understood that BNPPLC will have no personal liability for any such obligation.

     (D) Payments Computed by Reference to Deferred Construction-Period

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Compensation. If BNPPLC actually receives any Deferred Construction-Period Compensation, and if any Participant shared in the funding of Extraordinary Force Majeure Advances or otherwise suffered Losses included in the Balance of Unpaid Construction Period Losses for which such Deferred Construction-Period Compensation was paid, BNPPLC promises to pay to such Participant an amount equal to a fraction of such Deferred Construction-Period Compensation. The numerator of the fraction will equal the funding of Extraordinary Force Majeure Advances by such Participant and any other Losses suffered by such Participant (and interest thereon) that are included in the Deferred Construction-Period Compensation payable to BNPPLC; and the denominator will equal the total Extraordinary Force Majeure Advances and any other Losses (and interest thereon) included in the Deferred Construction-Period Compensation payable to BNPPLC.

If, however, BNPPLC and the Participants entitled to receive any payment pursuant to this subparagraph did not share proportionately in the funding of all Extraordinary Force Majeure Advances, then BNPPLC may make equitable adjustments to the fractions computed as described in the preceding sentence. Such adjustments, if necessary, will have the effect of reallocating amounts received because of reductions in Carrying Costs or Base Rent resulting from Pre-lease Force Majeure Losses paid or reimbursed by Extraordinary Force Majeure Advances so that the parties who did participate in the funding of the Extraordinary Force Majeure Advances will receive compensation commensurate, to the extent possible, with the amounts and timing of their respective fundings. For example, if two Participants provided equal funding of Extraordinary Force Majeure Advances, but one of the Participants provided its funding earlier than the other, then BNPPLC may adjust payments required by this subparagraph so that the Participant who provided the earlier funding will receive an appropriately greater share of payments attributable to such reductions in Carrying Costs or Base Rent.

     (E) Timing; Manner of Payment. Each payment required of BNPPLC by this Article 2 must be made prior to 1:00 P.M., Dallas, Texas time, on the same day that BNPPLC actually receives the corresponding Distributable Payment (in good funds), if BNPPLC’s receipt of the corresponding Distributable Payment occurs prior to 11:00 A.M., Dallas, Texas time; if, however, BNPPLC’s receipt of the Distributable Payment (in good funds) occurs on any day after 11:00 A.M., Dallas, Texas time, the payments required from BNPPLC to the Participants will not be considered past due until 12:00 noon, Dallas, Texas time, on the next Business Day. All payments from BNPPLC to the Participants will be by transfer of federal funds pursuant to the wiring instructions set forth in Schedule 1. Each payment owing to a Participant by BNPPLC will bear interest from the date it is due until it is paid by BNPPLC at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by BNPPLC to a Participant after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

     (F) Meaning of Actually Received. As used herein with respect to payments,

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“actually received” and words of like effect will include not only payments made directly from LRC or any Applicable Purchaser, but also amounts paid by others on LRC’s behalf, amounts realized by way of setoff, amounts realized upon the disposition of or through the application of collateral under the Pledge Agreement or any other documents that may be given from time to time to secure LRC’s obligations under the Lease or Purchase Agreement (net of the costs of disposition and further net of any amounts that must be returned to LRC or any third party having an interest in such collateral), and the fair market value of any property or services accepted in lieu of a cash payment (though it is understood that nothing herein contained will require BNPPLC to accept property or services in lieu of a cash payment required by the Operative Documents and that BNPPLC will not agree to accept property or services in lieu of any cash Distributable Payment without the Participants’ prior written consent). Such phrase will not, however, include amounts received by BNPPLC from any of the Participants or from any affiliate of BNPPLC unless the context otherwise indicates. Finally, if payments due to BNPPLC from LRC are reduced only because of credits attributable to a reduction of BNPPLC’s taxes not subject to indemnification by LRC, as described in subparagraph 4(C)(4) of the Lease, then the payments that BNPPLC would have received but for the credits will be considered as having been actually received by BNPPLC for purposes of this Agreement.

3 Payments From the Participants to BNPPLC.

     (A) Initial Advance. Each of the original Participants joining in the execution of this Agreement promises to pay to BNPPLC, contemporaneously with the execution of this Agreement, an initial payment as set forth below such Participant’s name on Schedule 1, equal to the Participant’s Percentage times the outstanding Lease Balance and (if the effective date of this Agreement is not an Advance Date) any accrued Carrying Costs (as defined in the Construction Agreement) yet to be added to the Outstanding Construction Allowance. BNPPLC will have no obligation hereunder to any of the original Participants that fails to pay such initial payment. Such initial payment will be due no later than 11:00 A.M., Dallas, Texas time, on the effective date of this Agreement.

     (B) Future Advances.

     (1) General. Subject to the limitation set forth in subparagraph 3(B)(3), each Participant promises to make payments to BNPPLC equal to such Participant’s Percentage (as such Percentage may be adjusted from time to time pursuant to subparagraph 4(A)) times the total amount of each Anticipated Advance made after the date hereof.

     (2) Timing. Before 11:00 A.M., Dallas, Texas time, on the third Business Day prior to any date on which BNPPLC expects to make a payment of an Anticipated Advance as provided in Paragraphs 3 or 4 of the Construction Agreement, BNPPLC will

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notify the Participants of the amount of such payment, and each Participant must pay to BNPPLC such Participant’s Percentage times such amount prior to 11:00 A.M., Dallas, Texas time, on such date. The failure of any Participant to make a payment required by this subparagraph 3(B) will, for purposes of this Agreement, be deemed to continue until the Participant actually pays all past due amounts required by this subparagraph 3(B), together with interest thereon at the Late Payment Rate.

     (3) Limitation on Advances by Participant. Notwithstanding anything herein to the contrary or any adjustment to any Participant’s Percentage pursuant to subparagraph 4(A), the total of all payments required of any Participant to BNPPLC by this subparagraph 3(B) (excluding interest on past due payments required by subparagraph 3(B)(2)) because of Anticipated Advances (in contrast to Protective Advances) will not exceed the amount that would cause such Participant’s Participation Amount to exceed the Participation Amount specified for such Participant in Schedule 1.

     (C) Protective Advances.

     (1) General. If LRC fails to pay or reimburse any Protective Advance to BNPPLC within ten days after BNPPLC makes a demand or request therefor, BNPPLC may notify the Participants of such failure. Promptly after receipt of any such notice, each Participant must pay to BNPPLC an amount equal to such Participant’s Percentage times the Protective Advance described in the notice, EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ACTUAL OR ALLEGED NEGLIGENCE OF BNPPLC OR ITS AFFILIATES OR REPRESENTATIVES AND EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ENVIRONMENTAL LOSSES OR OTHER MATTERS OR CIRCUMSTANCES FOR WHICH BNPPLC MAY BE STRICTLY LIABLE. After any Participant has paid its respective Percentage times the Protective Advance to BNPPLC, BNPPLC must pay to such Participant an amount equal to its Adjusted Percentage (as defined below) times any subsequent Excess Reimbursement (as defined below) or interest thereon actually received by BNPPLC for such Protective Advance. As used in this Agreement, the “Adjusted Percentage” of any Participant will equal (i) such Participant’s Percentage, divided by (ii) the sum of BNPPLC’s Percentage and the Percentages of all Participants who have paid BNPPLC their respective shares of the Protective Advance at issue. As used in this Agreement, the term “Excess Reimbursement” will mean, for the Protective Advance at issue, (A) amounts reimbursed or paid by LRC to (or otherwise recovered by) BNPPLC on account of such Protective Advance (except to the extent included in Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms in Paragraph 1), less (B) (i) the total amount of such Protective Advance, times (ii) the Percentages of any Participants that have not paid BNPPLC their respective Percentages of such Protective Advance.

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     (2) Exceptions. Notwithstanding the foregoing, no Participant will be required to make any payment pursuant to this subparagraph 3(C) related to a Protective Advance that is paid only because of a transfer or assignment by BNPPLC of its right to receive Distributable Payments or its rights and interests in and to the Property, the Operative Documents or this Agreement to BNPPLC’s Affiliates. Further, nothing in this subparagraph 3(C) will be construed to require a payment by a Participant for that portion or percentage, if any, of a Protective Advance required only because of (and attributed by any applicable principles of comparative fault to): (a) conduct of BNPPLC or a Representative of BNPPLC that has been determined to constitute gross negligence or wilful misconduct in or as a necessary element of a final judgment rendered against BNPPLC or such Representative by a court with jurisdiction to make such determination; (b) any representation made by BNPPLC in the Operative Documents that is false in any material respect and that BNPPLC knew was false at the time of BNPPLC’s execution of the Operative Documents; (c) Liens Removable by BNPPLC; or (d) any claim made by any Participant against BNPPLC because of any breach of this Agreement by BNPPLC. As used in this Agreement, “gross negligence” of BNPPLC will not include any negligent failure of BNPPLC to act when the duty to act would not have been imposed solely but for BNPPLC’s status as owner of the Property.

     (D) Extraordinary Force Majeure Advances. As provided in the Construction Agreement, BNPPLC may respond to any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event with an Increased Commitment. If, however, BNPPLC responds with an Increased Funding Commitment, BNPPLC must request that each Participant make a payment to BNPPLC equal to such Participant’s Percentage times each resulting Extraordinary Force Majeure Advance on the date such Extraordinary Force Majeure Advance is made. Further, although each Participant will be entitled to make such a payment, no Participant will be required to do so unless and except to the extent (if any) it has agreed in writing with BNPPLC to do so in order to induce BNPPLC to make the Increased Funding Commitment. If a Participant does make such a payment to BNPPLC with respect to any Extraordinary Force Majeure Advance, such Participant will be entitled to receive a share of subsequent payments required of BNPPLC as provided in subparagraph 2(D).

     (E) Method of Payment. All payments made by the Participants to BNPPLC will be made by transfer of federal funds to BNPPLC pursuant to the wiring instructions for BNPPLC set forth on Schedule 1. Each payment owing to BNPPLC by any Participant must be paid to BNPPLC on the date specified herein or, if not specified, on demand and will bear interest from the date due until the date paid by the Participant at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by a Participant to BNPPLC after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

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4 Other Adjustments, Deductions and Investments.

     (A) Defaulting Participants.

     (1) Adjustments Because of Defaulting Participants. If any Anticipated Advances made after the date of this Agreement, with respect to which any Defaulting Participant fails to make the payment required by subparagraph 3(B), the other Participants will nonetheless be required to make the payments to BNPPLC required by subparagraph 3(B). Further, in such event:

     (a) BNPPLC may reduce any Defaulting Participant’s Percentage as needed to prevent the Defaulting Participant from receiving a share of Net Cash Flow or Net Sales Proceeds that is in excess of the percentage computed by dividing the Participation Amount of such Defaulting Participant by the total Participation Amounts of BNPPLC and all Participants collectively from time to time. Such reduction in the Defaulting Participant’s Percentage will not cure such Participant’s default hereunder nor constitute BNPPLC’s sole remedy for such default, it being understood that other remedies provided herein or available at law or in equity will be in addition to any such reduction.

     (b) Without limiting BNPPLC’s other remedies hereunder, for purposes of computing payments that would otherwise be required to a Defaulting Participant because of BNPPLC’s receipt of Net Cash Flow, BNPPLC may deduct from any Net Cash Flow actually received by BNPPLC the amount by which such Net Cash Flow was increased by Commitment Fees that accrued after the date the Defaulting Participant failed to make any payment required by subparagraph 3(B) and before the date upon the Defaulting Participant completely cured any such failure.

     (2) Defaulting Participant’s Cure. After a failure to make a payment required by subparagraph 3(B), a Defaulting Participant may cure such failure by paying to BNPPLC all or part of such payment and interest thereon at the Late Payment Rate. In no event, however, will any such failure by a Defaulting Participant be considered cured before BNPPLC has effectively recovered the payment, together with such interest, either by reason of payments made to BNPPLC by the Defaulting Participant or by BNPPLC’s exercise of other remedies as provided in subparagraph 4(A)(1)(a) or subparagraph 4(B).

     (B) Setoff. In the event that one party to this Agreement has failed to pay to a second party hereto any amount when due hereunder, the second party may deduct such amount and interest thereon at the Late Payment Rate from any payments due from it under this Agreement

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to the first party. Without limitation, BNPPLC may setoff amounts owed to it by any Defaulting Participant against any termination fee payable to such Defaulting Participant pursuant to subparagraph 6(D) below if BNPPLC elects to reduce such Defaulting Participant’s Percentage to zero as provided in subparagraph 6(D).

     (C) Sharing of Payments. Each Participant agrees that if for any reason it obtains a payment made by or for LRC that reduces any Distributable Payment, and if such payment will cause such Participant to receive more than it would have received had such payment been made instead to BNPPLC and generated the payments from BNPPLC to Participants contemplated in this Agreement, then (1) such Participant must promptly purchase interests in the rights of other parties to this Agreement as necessary to cause BNPPLC and all Participants to share payments as they otherwise would have done under this Agreement, and (2) such other adjustments will be made from time to time as is equitable to ensure that BNPPLC and all Participants share all payments of (or that operate to reduce) Distributable Payments as they otherwise would have done under this Agreement. If, however, the payment received by the purchasing Participant or any part thereof is later recovered from the purchasing Participant, the purchase provided for in this subparagraph will be rescinded, and the price paid by the purchasing Participant to other parties will be repaid by them to the purchasing Participant to the extent of such recovery. Also, if the purchasing Participant is required by court order to pay interest on the payment so recovered, then amounts repaid to the purchasing Participant by the other parties will be repaid with interest, computed in the same manner as the interest required by the court order. Nothing in this subparagraph will in any way affect the right of BNPPLC or any Participant to obtain payment (whether by exercise of rights of banker’s lien, set-off or counterclaim or otherwise) of indebtedness or obligations other than those established by this Agreement or by any of the Operative Documents.

     (D) Withholding Taxes. BNPPLC may deduct any United States withholding tax required on payments to a Participant hereunder if the Participant fails to provide properly completed tax forms which establish its right to be exempt from withholding as described in the next sentence; and in any event the Participant must reimburse BNPPLC for any such taxes BNPPLC is required to pay and that BNPPLC has not deducted. If BNPPLC is uncertain whether United States withholding tax is required, BNPPLC may, after notice to the applicable Participant, deduct the withholding tax except during any period when BNPPLC is excused from such withholding because of the Participant’s delivery to BNPPLC of (i) a statement in duplicate conforming to the requirements of United States Treasury Regulation Section 1.1441-5(b) or (ii) two duly completed copies of Internal Revenue Service Form W-8BEN or any successor form thereto (“Form W-8BEN”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement or (iii) a valid United States Internal Revenue Service Form W-8ECI or any successor form thereto (“Form W-8ECI”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement.

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Any Participant will, if requested by BNPPLC, deliver to BNPPLC subsequent statements with respect to such Treasury Regulation or two additional copies of Form W-8BEN or Form W-8ECI, or the applicable replacement forms, on or before the date that any prior such delivered statements or forms expire or become obsolete. If any such statement or form delivered by a Participant to BNPPLC becomes invalid or inapplicable as to such Participant, such Participant must promptly inform BNPPLC. The obligations of each Participant pursuant to this subparagraph 4(D) will survive the termination of this Agreement.

     (E) Order of Application. For purposes of this Agreement, as between BNPPLC and Participants, BNPPLC will be entitled (but not required) to apply payments received from LRC under the Operative Documents or from any sale of the Property or any interest therein or portion thereof to pay or reimburse then outstanding Unrecovered Protective Advances (and interest thereon), if any, regardless of how LRC may otherwise have designated such payments or may otherwise be entitled to characterize such payments. In addition, BNPPLC may allocate any such payments to reduce various outstanding Unrecovered Protective Advances in such order as BNPPLC deems appropriate.

     (F) Investments Pending Dispute Resolution; Overnight Investments. Whenever BNPPLC in good faith determines that it does not have all information needed to determine how payments to the Participants must be made on account of any Distributable Payments, or whenever BNPPLC in good faith determines that there is any dispute among the Participants about payments which must be made on account of Distributable Payments, BNPPLC may choose to defer the payments to Participants which are the subject of such missing information or dispute. However, to minimize any such deferral, BNPPLC must attempt diligently to obtain any missing information needed to determine how payments to the Participants must be made. Also, pending any such deferral, or if BNPPLC is otherwise required to invest funds pending distribution to the Participants, BNPPLC must endeavor to invest the payments at issue. In addition, if BNPPLC receives any Distributable Payment after 11:00 A.M., Dallas, Texas time, on any day and will not make payments to Participants in connection therewith until the next Business Day pursuant to subparagraph 2(E), then BNPPLC must endeavor to invest such payments overnight; however, BNPPLC will have no liability to the Participants if BNPPLC is unable to make such investments. Investments by BNPPLC will be in the overnight federal funds market pending distribution, and the interest earned on each dollar of principal so invested will be paid to the Person entitled to receive such dollar of principal when the principal is paid to such Person.

     (G) Losses Resulting from Failure of Deposit Taker to Comply with the Pledge Agreement or Related Agreements.

     (1) BNPPLC’s Deposit Taker. If the Person acting as Deposit Taker for BNPPLC under and as provided in the Pledge Agreement fails to comply with the

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requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, BNPPLC shall defend, indemnify, and hold harmless the Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for BNPPLC to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely BNPPLC and shall not be shared by the Participants.

     (2) Participants’ Deposit Takers. If the Person acting as Deposit Taker for any Participant under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, such Participant (the “Responsible Participant”) shall defend, indemnify, and hold harmless BNPPLC and the other Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for a Responsible Participant to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely by the Responsible Participant and shall not be shared by BNPPLC or the other Participants.

5 Nature of this Agreement.

     (A) No Conveyance. This Agreement is intended to create contractual rights in favor of each Participant to receive payments from BNPPLC, but it is not intended to convey or assign to the Participants any interest in the Property or in the Operative Documents or in the payments to be made to BNPPLC thereunder. In no event will any Participant exercise or attempt to exercise any right or remedy of BNPPLC under the Operative Documents. Nothing in this Agreement will be construed to grant to the Participants any right to enforce LRC’s obligations under the Operative Documents, nor is in anything in this Agreement to be construed to allow any Participant to collect directly from LRC any payments due under the Operative Documents. Although BNPPLC’s obligations for payments to the Participants hereunder will be computed by reference to funds actually received as Distributable Payments, this Agreement will not be construed as an assignment of Distributable Payments themselves or any interest therein, it being understood that (without limiting or expanding the dollar amount of such obligations) BNPPLC may satisfy such obligations from other funds available to it, thereby reserving Distributable Payments for

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payment to other creditors or for other purposes, as BNPPLC determines in its sole discretion.

     (B) Not a Partnership, Etc. Neither the execution of this Agreement, nor the sharing of risks and rewards under the Operative Documents, nor any agreement to share in profits or losses arising as a result of the transactions contemplated thereby, is intended to be or to create, and the foregoing will be construed not to be or to create, any partnership, joint venture, or other joint enterprise between BNPPLC and any Participant. Neither the execution of this Agreement nor the management and administration of the Operative Documents or other related documents by BNPPLC, nor any other right, duty or obligation of BNPPLC under or pursuant to this Agreement is intended to be or to create any fiduciary relationship between BNPPLC and any Participant.

6 Amendments; Waivers; Exercise of Rights and Remedies Against LRC.

     (A) Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement:

     (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would:

     (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof);

     (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement;

     (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision);

     (d) reduce the scope and coverage of the indemnities provided for the

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benefit of Participants in the Operative Documents; or

     (e) extend the Term of the Lease.

Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event.

However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A).

     (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance.

     (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC.

     (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement.

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     (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant.

     (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC.

     (7) In the event LRC (a) (a) fails to make any 97-10/Prepayment when required to do so by the Construction Agreement or fails to make any Supplemental Payment when required to do so by the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement,, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of

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LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property.

Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of an Anticipated Advance or a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

     (B) Rights of BNPPLC Generally. Subject to the limitations set forth in subparagraph 6(A):

     (1) BNPPLC will have the exclusive right to take any action and to exercise any available powers, rights and remedies to enforce the obligations of LRC under the Operative Documents or to refrain from taking any such action or exercising any such power, right or remedy.

     (2) BNPPLC may (i) give any consent, waiver or approval requested by LRC with respect to any construction or other approval contemplated in the Construction Agreement, Lease or other Operative Documents or (ii) waive or consent to any adverse title claims affecting the Property, subject the condition that, in either case, BNPPLC

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believes in good faith that such action will not have a material adverse effect upon the obligations or ability of LRC to make the payments required under the Operative Documents or upon the rights and remedies, taken as whole, of BNPPLC under the Operative Documents or upon the Participants hereunder.

     (C) Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, (C) respond to any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event by providing an Increased Commitment as provided in the Construction Agreement; and (D) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

     (D) Refusal to Give Consents; Failure to Fund. If any Participant declines to consent to any amendment, modification, waiver, release or consent for which the Participant’s consent is requested or required by reason of this Agreement, or if any Participant fails to pay any amount owed by it hereunder, BNPPLC will have the right, but not the obligation and without limiting any other remedy of BNPPLC, to reduce such Participant’s Percentage to zero and to terminate such Participant’s rights to receive any further payments under Article 2 of this Agreement by paying to such Participant a termination fee equal to the sum of (but without duplication of any amount): (1) the total amount such Participant would be entitled to receive from BNPPLC hereunder if the date of such payment were the Designated Sale Date and on such date LRC had itself purchased BNPPLC’s interest in the Property pursuant to and in accordance with the Purchase Agreement, and (2) the amounts, if any, needed to repay to such Participant any payments previously made by it in connection with Protective Advances pursuant to

Annex 3 — Page 23

subparagraph 3(C) and not otherwise previously repaid to such Participant hereunder.

7 Required Repayments. Each Participant must repay to BNPPLC, upon written request or demand by BNPPLC (i) any sums paid by BNPPLC to such Participant under this Agreement from, or that were computed by reference to, any Distributable Payment or other amounts which BNPPLC is required to return or pay over to another party, whether pursuant to any bankruptcy or insolvency law or proceeding or otherwise and (ii) any interest or other amount that BNPPLC is also required to pay to another party with respect to such sums. Such repayment by a Participant will not constitute a release of such Participant’s right to receive payments from BNPPLC hereunder upon BNPPLC’s receipt of any such Distributable Payment or other amount (or any interest thereon) that BNPPLC may later recover.

8 LRC Information; Independent Analysis. Prior to the execution of this Agreement, BNPPLC has provided to the Participants copies of the executed Operative Documents and of various certificates, legal opinions and other documents delivered to BNPPLC by or on behalf of LRC with respect to the Operative Documents. In the future, BNPPLC will provide (A) to all Participants copies of all amendments of the Operative Documents and financial statements, compliance certificates and other certificates and legal opinions, if any, delivered by or on behalf of LRC in connection therewith, and (B) to any Participant, as reasonably required to comply with a specific, reasonable written request for information made by the Participant, copies of other information readily available to BNPPLC concerning LRC and the transactions contemplated in the Operative Documents. However, BNPPLC will not be liable for its failure to provide the Participants any of the foregoing documents unless such failure constitutes gross negligence or wilful misconduct on BNPPLC’s part, and any Attorney’s Fees or other costs of collecting, assembling and providing copies of information requested by a Participant pursuant to clause (B) of the preceding sentence must be reimbursed to BNPPLC by the Participant. Each Participant has entered into this Agreement without reliance upon representations made outside this Agreement by BNPPLC or by any Affiliate, agent or attorney of BNPPLC and only after independently reviewing such documents, independently making such inspections, independently consulting with counsel and independently collecting and verifying such information, as the Participant determined to be necessary or appropriate. Without limiting the foregoing, each Participant has independently reviewed the Operative Documents and independently made such inquiries and investigations of LRC and the Property as the Participant determined to be necessary or appropriate before executing this Agreement.

9 Performance through Representatives. BNPPLC may perform any of its duties hereunder by or through officers, directors, employees, attorneys or agents (collectively, “Representatives”), and BNPPLC and its Representatives may rely, and will be fully protected in relying, upon any communication or document believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon the opinion of counsel selected by BNPPLC. The Participants acknowledge that

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BNPPLC’s Parent may act as agent for BNPPLC with respect to the administration of this Agreement, and to the extent it does so, it will be a Representative of BNPPLC hereunder.

10 Duty of Care. Neither BNPPLC nor any of its Representatives will be liable or responsible to any Participant or any other Person for any action taken or omitted to be taken by BNPPLC or any of its Representatives under this Agreement or in relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(C) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with legal counsel (including counsel for LRC), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in Article 12 and will not be responsible to the Participants for any statements, warranties or representations made in or in connection with the Operative Documents; (3) will not have any duty to the Participants to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Operative Documents or to inspect the Property or the books and records of LRC; (4) will not be responsible to the Participants for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement or the Operative Documents by acting in reliance upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

11 Representations by Each Participant. Each Participant represents that as of the date it became a party to this Agreement:

     (A) Nature of this Agreement. It is the type of financial institution set forth under its name in Schedule 1, or in the Participation Agreement Schedule which made it a party to this Agreement, and it is entering into this Agreement for its own account in respect of a commercial transaction made in ordinary course of its business and not with a view to or in connection with any subparticipation, sale or distribution to any Person (other than its Affiliates). Such Participant does not consider the acceptance of the risk participation hereunder to constitute the “purchase” or “sale” of a “security” within the meaning of any federal or state securities statute or law, or any rule or regulations under any of the foregoing.

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     (B) No Default or Violation. To such Participant’s knowledge, the execution, delivery and performance of this Agreement do not and will not contravene, result in a breach of or constitute a default under any material contract or agreement to which the Participant is a party or by which the Participant is bound and do not violate or contravene any law, order, decree, rule or regulation to which the Participant is subject.

     (C) No Suits. To such Participant’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (D) Organization. Such Participant is duly incorporated and legally existing under the laws of jurisdiction indicated in Schedule 1 or in the Participation Agreement Schedule which made it a party to this Agreement. Such Participant has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (E) Enforceability. This Agreement constitutes a legal, valid and binding obligation of such Participant, enforceable in accordance with its terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. The execution and delivery of, and performance under, this Agreement are within such Participant’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter or other corporate papers of the Participant.

     (F) No Funding With Plan Assets. Such Participant has not and will not provide advances required by this Agreement from the assets of any employee benefit plan (or its related trust).

12 Representations by BNPPLC. BNPPLC represents to each Participant, as of the date such Participant became a party to this Agreement, that:

     (A) No Default or Violation. To BNPPLC’s knowledge, its execution, delivery and performance of this Agreement and the Operative Documents do not contravene, result in a breach of or constitute a default under any material contract or agreement to which BNPPLC is a party or by which BNPPLC is bound and do not violate or contravene any law, order, decree, rule or regulation to which BNPPLC is subject.

     (B) No Suits. To BNPPLC’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (C) Organization. BNPPLC is duly incorporated and legally existing under the laws

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of Delaware. BNPPLC has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (D) Enforceability. This Agreement and the Operative Documents constitute legal, valid and binding obligations of BNPPLC, enforceable in accordance with their respective terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. BNPPLC’s execution and delivery of, and performance under, this Agreement and the Operative Documents are within BNPPLC’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter, by-laws or other corporate papers of BNPPLC; except that BNPPLC makes no representation or warranty that conditions imposed by any state or local Applicable Laws to the purchase, ownership, lease, financing or operation of the Property have been satisfied.

     (E) Liens Removable by BNPPLC. BNPPLC will not create or permit any Liens Removable by BNPPLC not claimed by, through or under any of the Participants (other than BNPPLC’s Affiliates) without LRC’s consent.

13 Assignments.

     (A) By the Participants Generally. Except as expressly provided below, no Participant may assign or attempt to assign any interest in or rights under this Agreement without the prior written consent of BNPPLC and LRC, which consent will not be unreasonably withheld so long as the Participant requesting the approval is not in default hereunder; however, this provision will not prevent a Participant from transferring its rights hereunder to its Affiliates or to any other Participants who are already parties to this Agreement. Notwithstanding any permitted assignment by a Participant, if the assignment is to any Person that does not qualify as a “Participant” for purposes of the Operative Documents (which, as more particularly provided in the definition of Participant in the Common Definitions and Provisions Agreement, may require the written approval of such Person by LRC), then such Participant’s obligations under this Agreement will remain unchanged, such Participant will remain primarily responsible for the performance of its obligations hereunder, and BNPPLC may continue to deal solely and directly with such Participant in connection with all rights and obligations under this Agreement. In the event, however, of a permitted assignment by a Participant to a Person that does qualify as a “Participant” for purposes of the Operative Documents, accomplished by the execution of appropriate Participation Agreement Supplements as herein provided, the assigning Participant will not be liable for any failure by the assignee to fulfill the obligations assumed hereunder by the assignee by reason of such assignment.

     (B) By BNPPLC. Except as expressly provided herein, BNPPLC may not assign or attempt to assign any rights under or interest in the Operative Documents or this Agreement or

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any interest in the Property without all of the Participants’ prior written consents, which consents will not be unreasonably withheld. By a Participation Agreement Supplement, BNPPLC may, without the prior written consent of any Participant, assign participations in the Operative Documents or the payments required to BNPPLC thereunder to any then existing Participant and to other financial institutions or Affiliates of financial institutions so long as BNPPLC has received any approval of LRC required by the Lease. In addition, BNPPLC may assign its right to receive Distributable Payments and its rights and interests in and to the Property, the Operative Documents and this Agreement to Affiliates of BNPPLC or other Persons that do not become Participants, but in such event BNPPLC’s obligations under this Agreement will remain unchanged, BNPPLC will remain primarily responsible for the performance of its obligations hereunder, and all Distributable Payments received by any such Affiliates or other Persons as assignee of BNPPLC will, for purposes of computing payments required to any Participant hereunder, be considered as received by BNPPLC. In addition, BNPPLC will be permitted to transfer any rights or interests as BNPPLC believes in good faith to be necessary to satisfy the Operative Documents or Applicable Laws.

     (C) Execution of Participation Agreement Supplements. Promptly after the execution of a Participation Agreement Supplement by BNPPLC and any Participant, BNPPLC will provide a copy thereof to all other Participants, but the other Participants need not join in or approve the Participation Agreement Supplement for it to be effective.

     (D) Regulation A. Notwithstanding subparagraphs 13(A) or 13(B), a Participant may assign and pledge all or any portion of its rights under this Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank.

     (E) Costs. Each Participant must pay all costs incurred by BNPPLC in connection with any permitted assignment by or through such Participant, including, but not limited to, reasonable fees and disbursements of its counsel, and any transfer taxes or other taxes assessed because of such assignment which LRC is not required to pay under the Lease.

14 GOVERNING LAW; SUBMISSION TO PROCESS; WAIVER OF JURY TRIAL. This Agreement will be deemed a contract made under the laws of the State of Texas and will be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, without regard to principles of conflict of laws. Each of BNPPLC and the Participants hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and the federal courts sitting in Dallas, Texas, and agrees and consents that service of process may be made upon it in any legal proceeding relating to this Agreement by any means allowed under Texas or federal law. Each of BNPPLC and the Participants hereby waives and agrees not to assert, by

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way of motion, as a defense or otherwise, that any such proceeding which is brought in a court in Dallas, Texas is brought in an inconvenient forum or that the venue thereof is improper. Each of BNPPLC and the Participants, knowingly, voluntarily and intentionally waives any right to a jury trial of any dispute relating to this agreement and agrees that any such dispute will be tried before a judge sitting without a jury.

15 Termination. This Agreement will terminate on the first date on which all obligations of LRC under the Operative Documents have been indefeasibly paid or otherwise satisfied or excused, BNPPLC has ceased to have any rights in the Property and each party hereto has fully performed its obligations hereunder to the other parties hereto. The agreements of BNPPLC and the Participants in subparagraph 3(C) (which concerns payments by Participants of their respective Percentages of Protective Advances) will survive the termination of this Agreement. Following any sale of the Property by BNPPLC pursuant to the Purchase Agreement and the payment to any Participant of all amounts payable to it hereunder (including, without limitation, an amount equal to such Participant’s Percentage of all Net Sales Proceeds paid by LRC or the Applicable Purchaser on the Designated Sale Date), the Participant will, if asked to do so by BNPPLC or LRC, execute and deliver a quitclaim and release (in recordable form) as to the Property in favor of LRC or the Applicable Purchaser.

16 Miscellaneous.

     (A) Reliance by Others. None of the provisions of this Agreement will inure to the benefit of any Person other than the Participants and BNPPLC and BNPPLC’s Representatives; consequently, no Persons other than the Participants, BNPPLC and BNPPLC’s Representatives may rely upon or raise as a defense, in any manner whatsoever, the failure of any Participant or BNPPLC to comply with the provisions of this Agreement. None of the Participants nor BNPPLC will incur any liability to any other Person for any act of omission of another.

     Notwithstanding the foregoing, however, LRC will be a third party beneficiary of each Participant’s obligations to make advances as provided in subparagraph 3(B) above, of the representations of each Participant in Paragraph 11, of each Participant’s agreement to provided a release and quitclaim of the Property pursuant to the last sentence of Paragraph 15, and of each Participant’s agreements in Paragraph 17. As a third party beneficiary of the obligations of the Participants specified in the preceding sentence, LRC will have standing to exercise any remedies available at law or in equity (including the recovery of monetary damages) against any Participant in LRC’s own name if that Participant breaches such obligations. Further, BNPPLC may assign to LRC any claims it may have against a Participant because of the Participant’s breach of any of the provisions referenced in this paragraph or because of any adverse title claim made against the Property by, through or under the Participant. Each Participant acknowledges that LRC will be relying on the commitments of the Participant to make payments required by

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this Agreement to permit funding of Anticipated Advances by BNPPLC under the Construction Agreement.

     (B) Waivers, Etc. No delay or omission by any party to exercise any right under this Agreement will impair any such right, nor will it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement will be deemed a waiver of any other breach or default. Any waiver, consent, or approval under this Agreement must be in writing to be effective.

     (C) Severability. The illegality or unenforceability of any provision of this Agreement will not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

     (D) Notices. All notices, demands, approvals, consents and other communications to be made hereunder to or by the parties hereto must, to be effective for purpose of this Agreement, be in writing. Notices, demands and other communications required or permitted hereunder are to be sent to the addresses set forth in Schedule 1 to this Agreement and must be given by any of the following means: (A) personal service, with proof of delivery or attempted delivery retained; (B) electronic communication, whether by telex, telegram or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (C) hereof will be deemed received (whether or not actually received) upon first attempted delivery at the proper notice address on any Business Day between 9:00 A.M. and 5:00 P.M., and any notice or other communication sent pursuant to clause (B) hereof will be deemed received upon dispatch by electronic means.

     (E) Construction. Words of any gender used in this Agreement will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References herein to Paragraphs, subparagraphs or other subdivisions will refer to the corresponding Paragraph, subparagraphs or subdivisions of this Agreement, unless specific reference is made to another document or instrument. References herein to any Schedule or Exhibit will refer to the corresponding Schedule or Exhibit attached hereto, which will be made a part hereof by such reference. All capitalized terms used in this Agreement which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time so long as the documents are not renewed, extended or modified in breach of any provision contained herein or therein or, in the case of any other document to which BNPPLC is a party or of which BNPPLC is an intended beneficiary, without the consent of BNPPLC. All accounting terms used but not specifically defined herein will be construed in accordance with GAAP. The words “this Agreement”, “herein”, “hereof”, "hereby”, “hereunder” and words of similar import when used in this

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Agreement refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph” and “this subparagraph” and “this subsection” and similar phrases used herein refer only to the Paragraphs, subparagraphs or subsections hereof in which the phrase occurs. As used herein the word “or” is not exclusive. As used herein the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     (F) Headings. The paragraph and section headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions hereof.

     (G) Entire Agreement. This Agreement embodies the entire agreement between the parties, supersedes all prior agreements and understandings between the parties, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed by an authorized representative of each party to be bound by such amendment.

     (H) Further Assurances. Subject to any restriction in the Operative Documents, each of BNPPLC and the Participants will promptly execute and deliver all further instruments and documents and take all further action as any of them may reasonably request in order to evidence the agreements made hereunder and otherwise to effect the purposes of this Agreement.

     (I) Impairment of Operative Documents. Nothing herein contained (including the provisions governing the application of payments in subparagraph 4(E) and the provisions authorizing assignments by BNPPLC in subparagraph 13(B)) will impair or modify LRC’s rights under the Operative Documents.

     (J) Books and Records. BNPPLC will keep accurate books and records in which full, true and correct entries will be promptly made as to all payments made and received concerning the Property and will permit all such books and records (excluding any information that would otherwise be protected by BNPPLC’s attorney client privilege) to be inspected and copied by the Participants and their duly accredited representatives at all times during reasonable business

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hours after five Business Days advance notice. This subparagraph will not be construed as requiring BNPPLC to regularly maintain separate books and records relating exclusively to the Property; however, upon reasonable request of a Participant, BNPPLC will, at the requesting Participant’s expense, construct or abstract from its regularly maintained books and records information required by this subparagraph relating to the Property.

     (K) Definition of Knowledge. Representations and warranties made in this Agreement but limited to the “knowledge” of BNPPLC or any Participant, as the case may be, will be limited to the present actual knowledge of the officers or other employees of such party primarily responsible for reviewing and negotiating this Agreement. Also, as used herein with respect to the existence of any facts or circumstances after the date of this Agreement, “knowledge” of BNPPLC or a Participant, as the case may be, will be limited to the present actual knowledge at the time in question of the officers or other employees of such party primarily responsible for administering this Agreement. However, none of the officers or employees of any party to this Agreement will be personally liable for any representations or warranties made herein or for taking or failing to take any action required hereby.

     (L) Attorneys’ Fees. If any party to this Agreement commences any legal action or other proceeding against another party hereto to enforce any of the terms of this Agreement, or because of any breach of the other party or dispute hereunder, the successful or prevailing party will be entitled to recover from the nonprevailing party all Attorneys’ Fees incurred in connection therewith, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any such Attorneys’ Fees incurred by any party in enforcing a judgment in its favor under this Agreement will be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

     (M) Execution in Counterparts. To facilitate execution, this Agreement may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to this Agreement. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to this Agreement will be as effective as the original signature page for the purpose of proving such

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party’s agreement to be bound.

17 Confidentiality Concerning LRC’s Proprietary Information. Each Participant agrees to use reasonable precautions to keep confidential any “proprietary information” of LRC (as defined in the Lease) that such Participant may receive from BNPPLC or LRC or otherwise discover with respect to LRC or LRC’s business as a result of Participant’s involvement with the transactions contemplated in the Operative Documents, except for disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of the Participant as to any interest hereunder so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this Paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to the Participant so long as the Participant informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over the Participant (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); and (vi) of information which has previously become publicly available through the actions or inactions of a person other than the Participant not, to the Participant’s knowledge, in breach of an obligation of confidentiality to LRC. Further, notwithstanding any other contrary provision contained in this Agreement or any related agreements by which any Participant is bound, BNPPLC and Participants (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Participation Agreement (Livermore/Parcel 6) is executed to be effective as of ____________, 20__.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

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[Continuation of signature pages for Participation Agreement (Livermore/Parcel 6) dated as of ____________, 20___.]

By:
	Name (print):
	Title (print):

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SCHEDULE 1

A. BNPPLC: BNP PARIBAS LEASING CORPORATION, a Delaware corporation
	1.	Amount Retained: $_________
	2.	Initial Percentage: ___%
	3.	Address for Notices:
		BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251
		Attention: Lloyd G. Cox
		Telephone: (972) 788-9191 Facsimile: (972) 788-9140
	4.	Payment Instructions:
		Federal Reserve Bank of New York ABA 026007689 BNP Paribas /BNP/ BNP Houston /AC/ 14334000176 /Ref/ LRC/ _______ Operating Lease

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SCHEDULE 1

5.	Operations Contact:
	BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251
	Attention: Lloyd G. Cox
	Telephone: (972) 788-9191 Facsimile: (972) 788-9140

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SCHEDULE 1

B. Participant: ____________________
		1.	Amount of Participation: $_________
		2.	Percentage: ___%
		3.	Address for Notices:
			_____________________
			_____________________
			_____________________
			Telephone: (___) ___-___ Facsimile: (___) ___-___
		4.	Payment Instructions:
			***Federal Reserve Bank of New York ABA __________________ ______________________ ______________________ /Ref/ __________________
	5.		Operations Contact:
			______________________
			______________________
			______________________
			Telephone: (___) ___-___ Facsimile: (___) ___-___
		6.	“Initial Payment” Due from Participant to BNPPLC:	An amount equal to the Percentage specified above times the Initial Advance under the Construction Agreement.

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Exhibit A

SUPPLEMENT TO PARTICIPATION AGREEMENT

[                         ,          ]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Reference is made to the Participation Agreement (Livermore/Parcel 6) dated as of __________________, 20___ (as heretofore amended, the “Participation Agreement”) between BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, ____________ and other banks or financial institutions which have or may from time to time become Participants under and as defined in such Participation Agreement (collectively, the “Participants”). Unless otherwise defined herein, all capitalized terms used in this Supplement have the respective meanings given to those terms in the Participation Agreement.

[NOTE: THE NEXT TWO PARAGRAPHS, AND THE ADDENDUM TO SCHEDULE 1 ATTACHED TO THIS EXHIBIT, WILL BE INCLUDED ONLY AS PART OF A SUPPLEMENT THAT ADDS A NEW PARTICIPANT UNDER THE PARTICIPATION AGREEMENT:

     The undersigned, by executing and delivering this Supplement to BNPPLC, hereby agrees to become a party to the Participation Agreement referenced therein, in each case as a Participant and agrees to be bound by all of the terms thereof applicable to Participants. The undersigned hereby agrees that its Percentage under the Participation Agreement will be           percent (       %), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying to BNPPLC the sum of $                     in consideration of the rights it is acquiring as a Participant under the Participation Agreement with the foregoing Percentage.

     Schedule 1 attached to the Participation Agreement is amended by the addition of an Addendum (concerning the undersigned) in the form attached to this Supplement.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT REDUCES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE

Annex 3 — Page 39

PARTICIPATION AGREEMENT:

     In consideration of the payment of $                       to the undersigned, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that its Percentage under the Participation Agreement is reduced to percent (            ), effective as of the date of this letter.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT INCREASES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE PARTICIPATION AGREEMENT:

     The undersigned hereby agrees that its Percentage under the Participation Agreement is increased to                 percent (         %), effective as of the date of this letter.

Contemporaneously with the execution of this letter, the undersigned is paying BNPPLC the sum of $                in consideration of such increase.]

     IN WITNESS WHEREOF, the undersigned has executed this Supplement as of the day and year indicated above.

[NAME]
By:
	Printed Name:
	Title:

Accepted and agreed: BNP PARIBAS LEASING CORPORATION
By:
	Printed Name:
	Title:

Annex 3 — Page 40

Addendum to Schedule 1

Participant:                                                        

1.	Amount of Participation: $_________________
2.	Percentage: ___%
3.	Address for Notices:
	Attention:
	Telephone:
	Facsimile:
4.	Payment Instructions:
	Bank:
	Account:
	Account No.:
	ABA No.:
	Reference:
5.	Operations Contact:
	Attention:
	Telephone:
	Facsimile:

Annex 3 — Page 41

Annex 4

Participation Agreement Form

Attached to and made a part of this Annex is a form of Participation Agreement that may be executed on or after the Base Rent Commencement Date and used by BNPPLC to share risks and rewards of the Operative Documents with other parties.

PARTICIPATION AGREEMENT
(LIVERMORE/PARCEL 6)

     This PARTICIPATION AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of _________, 200___, is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and the banks or other financial institutions designated as Participants in the signature pages to this Agreement (whether one or more, “Participants”).

RECITALS

     BNPPLC and Lam Research Corporation (“LRC”), a Delaware corporation, have executed a Common Definitions and Provisions Agreement (Livermore/Parcel 6) (the “Common Definitions and Provisions Agreement”) dated as of December 18, 2007 (the “Original Effective Date”). As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC, BNPPLC has acquired the Land and any existing Improvements on the Land prior to the execution of this Agreement.

     Prior to the execution of this Agreement, BNPPLC and LRC have executed a Construction Agreement (Livermore/Parcel 6) (the “Construction Agreement”), a Lease Agreement (Livermore/Parcel 6) (the “Lease”) and a Closing Certificate and Agreement (Livermore/Parcel 6) (the “Closing Certificate”), all dated as of the Original Effective Date. Pursuant to the Construction Agreement, BNPPLC has provided funding for the construction of new Improvements, all of which new Improvements have now been constructed by LRC or under its supervision as provided in the Construction Agreement. Pursuant to the Lease, LRC is leasing from BNPPLC the Land and all Improvements on the Land.

     Pursuant to an Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of the Original Effective Date (the “Purchase Agreement”) between BNPPLC and LRC, LRC will have the right to purchase, among other things, BNPPLC’s interest in the Land and the Improvements on and subject to the terms and conditions set forth therein. Pursuant to a Pledge Agreement (Livermore/Parcel 6) dated as of the Original Effective Date (the “Pledge Agreement”), LRC must maintain cash collateral to secure its obligations under the Purchase Agreement.

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By this Agreement, the parties desire to evidence the Participants’ agreement to participate with BNPPLC in certain of the risks and rewards to BNPPLC of the Common Definitions and Provisions Agreement, the Lease, the Closing Certificate, the Purchase Agreement and the Pledge Agreement (collectively, the “Operative Documents”), which participation is to be accomplished through the exchange of promises to make payments computed by reference to the sums paid or received by BNPPLC from time to time pursuant to the Operative Documents, all as more particularly provided below.

AGREEMENTS

     Participants agree to participate with BNPPLC in, and BNPPLC agrees to share with the Participants, the risks and rewards of the Operative Documents upon and subject to the following terms, provisions, covenants, agreements and conditions:

1. Additional Definitions. As used in this Agreement, capitalized terms defined above have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not otherwise defined have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms have the following respective meanings:

     (A) “Bank Specific Charges” means payments made to BNPPLC by or on behalf of LRC for the account of a Participant or any other Interested Party under subparagraph 5(B) or 5(C) of the Lease. Bank Specific Charges include, for example, payments made to compensate a Participant for an increase in costs related to advances made by the Participant hereunder and attributable to a Banking Rules Change.

     (B) “Critical Event” means any of the following which has occurred and is continuing and is known to BNPPLC:

     (1) any failure of LRC to pay Base Rent or any Supplemental Payment within three Business Days of the date it becomes due;

     (2) any failure of LRC to make any payment required by the Operative Documents (other than Base Rent or any Supplemental Payment) within thirty days of the date it becomes due;

     (3) any material failure of LRC to maintain the Property as required by the Lease;

     (4) any material title encumbrance (other than a Permitted Encumbrance) is

Annex 4 — Page 3

discovered or asserted against the Property;

     (5) any Event of Default;

     (6) any condemnation proceedings are brought against the Property or any portion thereof or any material damage to the Property is caused by fire or other casualty; or

     (7) LRC shall fail to promptly repair any significant damage to the Property or apply insurance or condemnation proceeds as required by the Operative Documents.

     (C) “Critical Remedy” means BNPPLC’s right to do any of the following: (a) file a lawsuit against LRC to enforce the Operative Documents or seek judicial foreclosure of the lien against the Real Property granted in Exhibit B to the Lease; (b) make the election to accelerate the Designated Sale Date as described in the definition thereof in the Common Definitions and Provisions Agreement; (c) exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement if the conditions specified in that subparagraph have been satisfied; or (d) withdraw Cash Collateral (as defined in the Pledge Agreement) for application against obligations secured by the Pledge Agreement or otherwise take action to cause a sale or disposition of Collateral to generate proceeds to be applied to such obligations.

     (D) “Deposit Taker’s Agreement” has the meaning assigned to it in the Pledge Agreement.

     (E) “Distributable Payments” means any payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) any of the following or interest on past due amounts thereof:

          (1) Base Rent;

          (2) Qualified Prepayments;

          (3) Bank Specific Charges;

          (4) any Supplemental Payment; and

          (5) Net Sales Proceeds.

     (F) “Late Payment Rate” means (a) for each day (other than as set forth in clause (b) of this sentence) the Fed Funds Rate or (b) for the purpose of computing interest on past due payments for each day following the fifth day after such payments first became due, a rate of two

Annex 4 — Page 4

percent (2%) per annum in excess of the Prime Rate then in effect; except that the Late Payment Rate will not, notwithstanding anything to the contrary herein contained, exceed the maximum rate of interest permitted by applicable law.

     (G) “Major Stakeholder” means BNPPLC and any Participant who, at the time any determination thereof is required, has a Percentage which exceeds thirty-four percent (34%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (H) “Majority” means, at the time any determination thereof is required, any of the Participants and BNPPLC, the aggregate Percentages of which equal or exceed sixty-seven percent (67%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (I) “Net Cash Flow” means payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) Base Rent, Qualified Prepayments or a Supplemental Payment or as interest on past due Base Rent, Qualified Prepayments or a Supplemental Payment; except that any Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(B) may, at BNPPLC’s option, be deducted by BNPPLC from such payments for purposes of calculating Net Cash Flow. By deducting any Unrecovered Protective Advance in the calculation of Net Cash Flow, BNPPLC will be considered to have “recovered” such Protective Advance for purposes of calculating “Excess Reimbursements” under and as defined in subparagraph 3(B). Further, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Cash Flow, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will also constitute Net Cash Flow for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Cash Flow as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(A) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (J) “Net Sales Proceeds” means, subject to the deductions and exclusions described below in this definition:

     (1) all payments actually received by BNPPLC under the Purchase Agreement as (or in satisfaction of LRC’s or an Applicable Purchaser’s obligations for)

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the purchase price for BNPPLC’s interest in Property or in Escrowed Proceeds; and

     (2) if the Property is not sold pursuant to the Purchase Agreement on the Designated Sale Date, then all rents and sales, condemnation and insurance proceeds actually received by BNPPLC (other than sales proceeds paid or to be paid by BNPPLC to LRC pursuant to subparagraph 3(D) of the Purchase Agreement) from any sale or lease after the Designated Sale Date of any interest in, or because of any subsequent taking or damage to, the Property.

For purposes of calculating Net Sales Proceeds, the following will be deducted or excluded from such payments (without duplication of any item): (i) any excess sales proceeds that BNPPLC is required by the Purchase Agreement to pay over to LRC; and (ii) any amounts applied by BNPPLC to pay, or received by BNPPLC as reimbursement for, bona fide costs of a sale of the Property. Also, any other Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(B) may, at BNPPLC’s option, be deducted by BNPPLC from such payments received by it for purposes of calculating Net Sales Proceeds Without limiting the foregoing, after any Designated Sale Date upon which neither LRC nor an Applicable Purchaser purchases BNPPLC’s interest in the Property, BNPPLC may, at its option, deduct the following as Unrecovered Protective Advances: (x) ad valorem taxes, (y) insurance premiums; and (z) other Losses of every kind suffered or incurred by BNPPLC (other than general overhead) with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, other than Unrecovered Protective Advances for which all Participants have paid BNPPLC their respective Percentages thereof as required by subparagraph 3(B). By deducting any Unrecovered Protective Advances in the calculation of Net Sales Proceeds, BNPPLC will be considered to have “recovered” such Protective Advances for purposes of calculating Excess Reimbursements under and as defined in subparagraph 3(B). Also, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Sales Proceeds, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will constitute Net Sales Proceeds for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Sales Proceeds as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(A) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (K) “Participants” means each of the undersigned parties designated as Participants in the signature pages to this Agreement, and any other financial institutions which may

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hereafter become parties to this Agreement by joining with BNPPLC in completing and executing a Participation Agreement Supplement.

     (L) “Participation Agreement Supplement” means a Participation Agreement Supplement in substantially the form attached hereto as Exhibit A, completed and executed by BNPPLC and a Participant, adding the Participant as a party to this Agreement, changing a Participant’s Percentage or removing a Participant as a party to this Agreement.

     (M) “Percentage” of each Participant means, subject to change by a Participation Agreement Supplement, the percentage designated as the Participant’s “Percentage” in Schedule 1. “Percentage” of BNPPLC means a percentage that, at the time a determination of such Percentage is required hereunder, is equal to 100% less the sum of the Percentages of all the Participants.

     (N) “Protective Advances” means any payments, other than of Excluded Taxes, made by or on behalf of BNPPLC at any time or from time to time because of, arising out of or related to, in whole or in part: (1) the Property or the construction, protection, preservation, operation, ownership or sale thereof; (2) any of the Operative Documents or the transactions contemplated therein; or (3) anything done by BNPPLC to enforce the obligations of LRC under the Operative Documents (whether done upon BNPPLC’s own initiative or upon the direction of the Majority or another Majority Stakeholder). Protective Advances will include any and all payments by BNPPLC (including those paid to attorneys, accountants, experts and other advisors) for which LRC is obligated to indemnify or reimburse BNPPLC by Paragraph 5 of the Lease. Protective Advances will also include any “Charges” that BNPPLC must pay to any Deposit Taker under and as defined in Paragraph 7 of any Deposit Taker’s Agreement executed by BNPPLC in the form attached as an Exhibit to the Pledge Agreement.

     (O) “Unrecovered Protective Advances” means Protective Advances that have not been repaid to BNPPLC by or on behalf of LRC and have not otherwise been previously recovered by BNPPLC through deductions from Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms above.

2. Payments From BNPPLC to Each Participant.

     (A) Payments Computed by Reference to Net Cash Flow and Net Sales Proceeds. Upon the actual receipt of any Net Cash Flow, Net Sales Proceeds or interest thereon, BNPPLC will pay each Participant an amount equal to such Participant’s Percentage times such Net Cash Flow, Net Sales Proceeds or interest, as the case may be.

     (B) Payments Computed by Reference to Bank Specific Charges. If BNPPLC actually receives any Bank Specific Charges (or interest thereon) for the account of a particular

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Participant, then BNPPLC promises to promptly make a payment to such Participant equal to such Bank Specific Charges (or interest thereon). If requested by any Participant, BNPPLC will make a demand upon LRC for, and will endeavor in good faith to collect, payment of any Bank Specific Charges due for the account of such Participant; provided, however, as an alternative to making any effort to collect any Bank Specific Charge for any Participant, BNPPLC may instead assign to such Participant the right to collect such Bank Specific Charge directly from LRC.

     (C) Timing; Manner of Payment. Each payment required of BNPPLC by this Article 2 must be made prior to 1:00 P.M., Dallas, Texas time, on the same day that BNPPLC actually receives the corresponding Distributable Payment (in good funds), if BNPPLC’s receipt of the corresponding Distributable Payment occurs prior to 11:00 A.M., Dallas, Texas time; if, however, BNPPLC’s receipt of the Distributable Payment (in good funds) occurs on any day after 11:00 A.M., Dallas, Texas time, the payments required from BNPPLC to the Participants will not be considered past due until 12:00 noon, Dallas, Texas time, on the next Business Day. All payments from BNPPLC to the Participants will be by transfer of federal funds pursuant to the wiring instructions set forth in Schedule 1. Each payment owing to a Participant by BNPPLC will bear interest from the date it is due until it is paid by BNPPLC at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by BNPPLC to a Participant after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

     (D) Meaning of Actually Received. As used herein with respect to payments, “actually received” and words of like effect will include not only payments made directly from LRC or any Applicable Purchaser, but also amounts paid by others on LRC’s behalf, amounts realized by way of setoff, amounts realized upon the disposition of or through the application of collateral under the Pledge Agreement or any other documents that may be given from time to time to secure LRC’s obligations under the Lease or Purchase Agreement (net of the costs of disposition and further net of any amounts that must be returned to LRC or any third party having an interest in such collateral), and the fair market value of any property or services accepted in lieu of a cash payment (though it is understood that nothing herein contained will require BNPPLC to accept property or services in lieu of a cash payment required by the Operative Documents and that BNPPLC will not agree to accept property or services in lieu of any cash Distributable Payment without the Participants’ prior written consent). Such phrase will not, however, include amounts received by BNPPLC from any of the Participants or from any affiliate of BNPPLC unless the context otherwise indicates. Finally, if payments due to BNPPLC from LRC are reduced only because of credits attributable to a reduction of BNPPLC’s taxes not subject to indemnification by LRC, as described in subparagraph 4(C)(4) of the Lease, then the payments that BNPPLC would have received but for the credits will be considered as having been actually received by BNPPLC for purposes of this Agreement.

3. Payments From the Participants to BNPPLC.

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     (A) Initial Advance. Each of the original Participants joining in the execution of this Agreement promises to pay to BNPPLC, contemporaneously with the execution of this Agreement, an initial payment as set forth below such Participant’s name on Schedule 1, equal to the Participant’s Percentage times the outstanding Lease Balance and (if the effective date of this Agreement is not a Base Rent Date) any accrued Base Rent yet to be paid under the Lease. BNPPLC will have no obligation hereunder to any of the original Participants that fails to pay such initial payment. Such initial payment will be due no later than 11:00 A.M., Dallas, Texas time, on the effective date of this Agreement.

     (B) Protective Advances.

     (1) General. If LRC fails to pay or reimburse any Protective Advance to BNPPLC within ten days after BNPPLC makes a demand or request therefor, BNPPLC may notify the Participants of such failure. Promptly after receipt of any such notice, each Participant must pay to BNPPLC an amount equal to such Participant’s Percentage times the Protective Advance described in the notice, EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ACTUAL OR ALLEGED NEGLIGENCE OF BNPPLC OR ITS AFFILIATES OR REPRESENTATIVES AND EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ENVIRONMENTAL LOSSES OR OTHER MATTERS OR CIRCUMSTANCES FOR WHICH BNPPLC MAY BE STRICTLY LIABLE. After any Participant has paid its respective Percentage times the Protective Advance to BNPPLC, BNPPLC must pay to such Participant an amount equal to its Adjusted Percentage (as defined below) times any subsequent Excess Reimbursement (as defined below) or interest thereon actually received by BNPPLC for such Protective Advance. As used in this Agreement, the “Adjusted Percentage” of any Participant will equal (i) such Participant’s Percentage, divided by (ii) the sum of BNPPLC’s Percentage and the Percentages of all Participants who have paid BNPPLC their respective shares of the Protective Advance at issue. As used in this Agreement, the term “Excess Reimbursement” will mean, for the Protective Advance at issue, (A) amounts reimbursed or paid by LRC to (or otherwise recovered by) BNPPLC on account of such Protective Advance (except to the extent included in Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms in Paragraph 1), less (B) (i) the total amount of such Protective Advance, times (ii) the Percentages of any Participants that have not paid BNPPLC their respective Percentages of such Protective Advance.

     (2) Exceptions. Notwithstanding the foregoing, no Participant will be required to make any payment pursuant to this subparagraph 3(B) related to a Protective Advance that is paid only because of a transfer or assignment by BNPPLC of its right to receive Distributable Payments or its rights and interests in and to the Property, the

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Operative Documents or this Agreement to BNPPLC’s Affiliates. Further, nothing in this subparagraph 3(B) will be construed to require a payment by a Participant for that portion or percentage, if any, of a Protective Advance required only because of (and attributed by any applicable principles of comparative fault to): (a) conduct of BNPPLC or a Representative of BNPPLC that has been determined to constitute gross negligence or wilful misconduct in or as a necessary element of a final judgment rendered against BNPPLC or such Representative by a court with jurisdiction to make such determination; (b) any representation made by BNPPLC in the Operative Documents that is false in any material respect and that BNPPLC knew was false at the time of BNPPLC’s execution of the Operative Documents; (c) Liens Removable by BNPPLC; or (d) any claim made by any Participant against BNPPLC because of any breach of this Agreement by BNPPLC. As used in this Agreement, “gross negligence” of BNPPLC will not include any negligent failure of BNPPLC to act when the duty to act would not have been imposed solely but for BNPPLC’s status as owner of the Property.

     (C) Method of Payment. All payments made by the Participants to BNPPLC will be made by transfer of federal funds to BNPPLC pursuant to the wiring instructions for BNPPLC set forth on Schedule 1. Each payment owing to BNPPLC by any Participant must be paid to BNPPLC on the date specified herein or, if not specified, on demand and will bear interest from the date due until the date paid by the Participant at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by a Participant to BNPPLC after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

4. Other Adjustments, Deductions and Investments.

     (A) Setoff. In the event that one party to this Agreement has failed to pay to a second party hereto any amount when due hereunder, the second party may deduct such amount and interest thereon at the Late Payment Rate from any payments due from it under this Agreement to the first party.

     (B) Sharing of Payments. Each Participant agrees that if for any reason it obtains a payment made by or for LRC that reduces any Distributable Payment, and if such payment will cause such Participant to receive more than it would have received had such payment been made instead to BNPPLC and generated the payments from BNPPLC to Participants contemplated in this Agreement, then (1) such Participant must promptly purchase interests in the rights of other parties to this Agreement as necessary to cause BNPPLC and all Participants to share payments as they otherwise would have done under this Agreement, and (2) such other adjustments will be made from time to time as is equitable to ensure that BNPPLC and all Participants share all payments of (or that operate to reduce) Distributable Payments as they otherwise would have done under this Agreement. If, however, the payment received by the purchasing Participant or

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any part thereof is later recovered from the purchasing Participant, the purchase provided for in this subparagraph will be rescinded, and the price paid by the purchasing Participant to other parties will be repaid by them to the purchasing Participant to the extent of such recovery. Also, if the purchasing Participant is required by court order to pay interest on the payment so recovered, then amounts repaid to the purchasing Participant by the other parties will be repaid with interest, computed in the same manner as the interest required by the court order. Nothing in this subparagraph will in any way affect the right of BNPPLC or any Participant to obtain payment (whether by exercise of rights of banker’s lien, set-off or counterclaim or otherwise) of indebtedness or obligations other than those established by this Agreement or by any of the Operative Documents.

     (C) Withholding Taxes. BNPPLC may deduct any United States withholding tax required on payments to a Participant hereunder if the Participant fails to provide properly completed tax forms which establish its right to be exempt from withholding as described in the next sentence; and in any event the Participant must reimburse BNPPLC for any such taxes BNPPLC is required to pay and that BNPPLC has not deducted. If BNPPLC is uncertain whether United States withholding tax is required, BNPPLC may, after notice to the applicable Participant, deduct the withholding tax except during any period when BNPPLC is excused from such withholding because of the Participant’s delivery to BNPPLC of (i) a statement in duplicate conforming to the requirements of United States Treasury Regulation Section 1.1441-5(b) or (ii) two duly completed copies of Internal Revenue Service Form W-8BEN or any successor form thereto (“Form W-8BEN”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement or (iii) a valid United States Internal Revenue Service Form W-8ECI or any successor form thereto (“Form W-8ECI”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement. Any Participant will, if requested by BNPPLC, deliver to BNPPLC subsequent statements with respect to such Treasury Regulation or two additional copies of Form W-8BEN or Form W-8ECI, or the applicable replacement forms, on or before the date that any prior such delivered statements or forms expire or become obsolete. If any such statement or form delivered by a Participant to BNPPLC becomes invalid or inapplicable as to such Participant, such Participant must promptly inform BNPPLC. The obligations of each Participant pursuant to this subparagraph 4(C) will survive the termination of this Agreement.

     (D) Order of Application. For purposes of this Agreement, as between BNPPLC and Participants, BNPPLC will be entitled (but not required) to apply payments received from LRC under the Operative Documents or from any sale of the Property or any interest therein or portion thereof to pay or reimburse then outstanding Unrecovered Protective Advances (and interest thereon), if any, regardless of how LRC may otherwise have designated such payments or may otherwise be entitled to characterize such payments. In addition, BNPPLC may allocate any such payments to reduce various outstanding Unrecovered Protective Advances in such

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order as BNPPLC deems appropriate.

     (E) Investments Pending Dispute Resolution; Overnight Investments. Whenever BNPPLC in good faith determines that it does not have all information needed to determine how payments to the Participants must be made on account of any Distributable Payments, or whenever BNPPLC in good faith determines that there is any dispute among the Participants about payments which must be made on account of Distributable Payments, BNPPLC may choose to defer the payments to Participants which are the subject of such missing information or dispute. However, to minimize any such deferral, BNPPLC must attempt diligently to obtain any missing information needed to determine how payments to the Participants must be made. Also, pending any such deferral, or if BNPPLC is otherwise required to invest funds pending distribution to the Participants, BNPPLC must endeavor to invest the payments at issue. In addition, if BNPPLC receives any Distributable Payment after 11:00 A.M., Dallas, Texas time, on any day and will not make payments to Participants in connection therewith until the next Business Day pursuant to subparagraph 2(C), then BNPPLC must endeavor to invest such payments overnight; however, BNPPLC will have no liability to the Participants if BNPPLC is unable to make such investments. Investments by BNPPLC will be in the overnight federal funds market pending distribution, and the interest earned on each dollar of principal so invested will be paid to the Person entitled to receive such dollar of principal when the principal is paid to such Person.

     (F) Losses Resulting from Failure of Deposit Taker to Comply with the Pledge Agreement or Related Agreements.

     (1) BNPPLC’s Deposit Taker. If the Person acting as Deposit Taker for BNPPLC under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, BNPPLC shall defend, indemnify, and hold harmless the Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for BNPPLC to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely BNPPLC and shall not be shared by the Participants.

     (2) Participants’ Deposit Takers. If the Person acting as Deposit Taker for any Participant under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, such Participant (the “Responsible Participant”) shall defend, indemnify, and hold harmless BNPPLC and the other Participants from and against any Losses resulting from

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such failure. Without limiting the foregoing, if the failure of a Deposit Taker for a Responsible Participant to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely by the Responsible Participant and shall not be shared by BNPPLC or the other Participants.

5. Nature of this Agreement.

     (A) No Conveyance. This Agreement is intended to create contractual rights in favor of each Participant to receive payments from BNPPLC, but it is not intended to convey or assign to the Participants any interest in the Property or in the Operative Documents or in the payments to be made to BNPPLC thereunder. In no event will any Participant exercise or attempt to exercise any right or remedy of BNPPLC under the Operative Documents. Nothing in this Agreement will be construed to grant to the Participants any right to enforce LRC’s obligations under the Operative Documents, nor is in anything in this Agreement to be construed to allow any Participant to collect directly from LRC any payments due under the Operative Documents. Although BNPPLC’s obligations for payments to the Participants hereunder will be computed by reference to funds actually received as Distributable Payments, this Agreement will not be construed as an assignment of Distributable Payments themselves or any interest therein, it being understood that (without limiting or expanding the dollar amount of such obligations) BNPPLC may satisfy such obligations from other funds available to it, thereby reserving Distributable Payments for payment to other creditors or for other purposes, as BNPPLC determines in its sole discretion.

     (B) Not a Partnership, Etc. Neither the execution of this Agreement, nor the sharing of risks and rewards under the Operative Documents, nor any agreement to share in profits or losses arising as a result of the transactions contemplated thereby, is intended to be or to create, and the foregoing will be construed not to be or to create, any partnership, joint venture, or other joint enterprise between BNPPLC and any Participant. Neither the execution of this Agreement nor the management and administration of the Operative Documents or other related documents by BNPPLC, nor any other right, duty or obligation of BNPPLC under or pursuant to this Agreement is intended to be or to create any fiduciary relationship between BNPPLC and any Participant.

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6. Amendments; Waivers; Exercise of Rights and Remedies Against LRC.

     (A) Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement:

     (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would:

     (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof);

     (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement;

     (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision);

     (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or

     (e) extend the Term of the Lease.

Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event.

However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A).

     (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in

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the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance.

     (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC.

     (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement.

     (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant.

     (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a

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Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC.

     (7) In the event LRC (a) fails to make any Supplemental Payment when required to do so pursuant to the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably

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given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property.

Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

     (B) Rights of BNPPLC Generally. Subject to the limitations set forth in subparagraph 6(A):

     (1) BNPPLC will have the exclusive right to take any action and to exercise any available powers, rights and remedies to enforce the obligations of LRC under the Operative Documents or to refrain from taking any such action or exercising any such power, right or remedy.

     (2) BNPPLC may (i) give any consent, waiver or approval requested by LRC with respect to any approval contemplated in the Lease or other Operative Documents or (ii) waive or consent to any adverse title claims affecting the Property, subject the condition that, in either case, BNPPLC believes in good faith that such action will not have a material adverse effect upon the obligations or ability of LRC to make the payments required under the Operative Documents or upon the rights and remedies, taken as whole, of BNPPLC under the Operative Documents or upon the Participants hereunder.

     (C) Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, and (C) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put

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BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

     (D) Refusal to Give Consents; Failure to Fund. If any Participant declines to consent to any amendment, modification, waiver, release or consent for which the Participant’s consent is requested or required by reason of this Agreement, or if any Participant fails to pay any amount owed by it hereunder, BNPPLC will have the right, but not the obligation and without limiting any other remedy of BNPPLC, to reduce such Participant’s Percentage to zero and to terminate such Participant’s rights to receive any further payments under Article 2 of this Agreement by paying to such Participant a termination fee equal to the sum of (but without duplication of any amount): (1) the total amount such Participant would be entitled to receive from BNPPLC hereunder if the date of such payment were the Designated Sale Date and on such date LRC had itself purchased BNPPLC’s interest in the Property pursuant to and in accordance with the Purchase Agreement, and (2) the amounts, if any, needed to repay to such Participant any payments previously made by it in connection with Protective Advances pursuant to subparagraph 3(B) and not otherwise previously repaid to such Participant hereunder.

7. Required Repayments. Each Participant must repay to BNPPLC, upon written request or demand by BNPPLC (i) any sums paid by BNPPLC to such Participant under this Agreement from, or that were computed by reference to, any Distributable Payment or other amounts which BNPPLC is required to return or pay over to another party, whether pursuant to any bankruptcy or insolvency law or proceeding or otherwise and (ii) any interest or other amount that BNPPLC is also required to pay to another party with respect to such sums. Such repayment by a Participant will not constitute a release of such Participant’s right to receive payments from BNPPLC hereunder upon BNPPLC’s receipt of any such Distributable Payment or other amount (or any interest thereon) that BNPPLC may later recover.

8. LRC Information; Independent Analysis. Prior to the execution of this Agreement, BNPPLC has provided to the Participants copies of the executed Operative Documents and of various certificates, legal opinions and other documents delivered to BNPPLC by or on behalf of LRC with respect to the Operative Documents. In the future, BNPPLC will

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provide (A) to all Participants copies of all amendments of the Operative Documents and financial statements, compliance certificates and other certificates and legal opinions, if any, delivered by or on behalf of LRC in connection therewith, and (B) to any Participant, as reasonably required to comply with a specific, reasonable written request for information made by the Participant, copies of other information readily available to BNPPLC concerning LRC and the transactions contemplated in the Operative Documents. However, BNPPLC will not be liable for its failure to provide the Participants any of the foregoing documents unless such failure constitutes gross negligence or wilful misconduct on BNPPLC’s part, and any Attorney’s Fees or other costs of collecting, assembling and providing copies of information requested by a Participant pursuant to clause (B) of the preceding sentence must be reimbursed to BNPPLC by the Participant. Each Participant has entered into this Agreement without reliance upon representations made outside this Agreement by BNPPLC or by any Affiliate, agent or attorney of BNPPLC and only after independently reviewing such documents, independently making such inspections, independently consulting with counsel and independently collecting and verifying such information, as the Participant determined to be necessary or appropriate. Without limiting the foregoing, each Participant has independently reviewed the Operative Documents and independently made such inquiries and investigations of LRC and the Property as the Participant determined to be necessary or appropriate before executing this Agreement.

9. Performance through Representatives. BNPPLC may perform any of its duties hereunder by or through officers, directors, employees, attorneys or agents (collectively, “Representatives”), and BNPPLC and its Representatives may rely, and will be fully protected in relying, upon any communication or document believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon the opinion of counsel selected by BNPPLC. The Participants acknowledge that BNPPLC’s Parent may act as agent for BNPPLC with respect to the administration of this Agreement, and to the extent it does so, it will be a Representative of BNPPLC hereunder.

10. Duty of Care. Neither BNPPLC nor any of its Representatives will be liable or responsible to any Participant or any other Person for any action taken or omitted to be taken by BNPPLC or any of its Representatives under this Agreement or in relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(B) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with legal counsel (including counsel for LRC), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation

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to the Participants except as provided in Article 12 and will not be responsible to the Participants for any statements, warranties or representations made in or in connection with the Operative Documents; (3) will not have any duty to the Participants to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Operative Documents or to inspect the Property or the books and records of LRC; (4) will not be responsible to the Participants for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement or the Operative Documents by acting in reliance upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

11. Representations by Each Participant. Each Participant represents that as of the date it became a party to this Agreement:

     (A) Nature of this Agreement. It is the type of financial institution set forth under its name in Schedule 1, or in the Participation Agreement Schedule which made it a party to this Agreement, and it is entering into this Agreement for its own account in respect of a commercial transaction made in ordinary course of its business and not with a view to or in connection with any subparticipation, sale or distribution to any Person (other than its Affiliates). Such Participant does not consider the acceptance of the risk participation hereunder to constitute the “purchase” or “sale” of a “security” within the meaning of any federal or state securities statute or law, or any rule or regulations under any of the foregoing.

     (B) No Default or Violation. To such Participant’s knowledge, the execution, delivery and performance of this Agreement do not and will not contravene, result in a breach of or constitute a default under any material contract or agreement to which the Participant is a party or by which the Participant is bound and do not violate or contravene any law, order, decree, rule or regulation to which the Participant is subject.

     (C) No Suits. To such Participant’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (D) Organization. Such Participant is duly incorporated and legally existing under the laws of jurisdiction indicated in Schedule 1 or in the Participation Agreement Schedule which made it a party to this Agreement. Such Participant has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

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     (E) Enforceability. This Agreement constitutes a legal, valid and binding obligation of such Participant, enforceable in accordance with its terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. The execution and delivery of, and performance under, this Agreement are within such Participant’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter or other corporate papers of the Participant.

     (F) No Funding With Plan Assets. Such Participant has not and will not provide advances required by this Agreement from the assets of any employee benefit plan (or its related trust).

12. Representations by BNPPLC. BNPPLC represents to each Participant, as of the date such Participant became a party to this Agreement, that:

     (A) No Default or Violation. To BNPPLC’s knowledge, its execution, delivery and performance of this Agreement and the Operative Documents do not contravene, result in a breach of or constitute a default under any material contract or agreement to which BNPPLC is a party or by which BNPPLC is bound and do not violate or contravene any law, order, decree, rule or regulation to which BNPPLC is subject.

     (B) No Suits. To BNPPLC’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (C) Organization. BNPPLC is duly incorporated and legally existing under the laws of Delaware. BNPPLC has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (D) Enforceability. This Agreement and the Operative Documents constitute legal, valid and binding obligations of BNPPLC, enforceable in accordance with their respective terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. BNPPLC’s execution and delivery of, and performance under, this Agreement and the Operative Documents are within BNPPLC’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter, by-laws or other corporate papers of BNPPLC; except that BNPPLC makes no representation or warranty that conditions imposed by any state or local Applicable Laws to the purchase, ownership, lease, financing or operation of the Property have been satisfied.

     (E) Liens Removable by BNPPLC. BNPPLC will not create or permit any Liens

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Removable by BNPPLC not claimed by, through or under any of the Participants (other than BNPPLC’s Affiliates) without LRC’s consent.

13. Assignments.

     (A) By the Participants Generally. Except as expressly provided below, no Participant may assign or attempt to assign any interest in or rights under this Agreement without the prior written consent of BNPPLC and LRC, which consent will not be unreasonably withheld so long as the Participant requesting the approval is not in default hereunder; however, this provision will not prevent a Participant from transferring its rights hereunder to its Affiliates or to any other Participants who are already parties to this Agreement. Notwithstanding any permitted assignment by a Participant, if the assignment is to any Person that does not qualify as a “Participant” for purposes of the Operative Documents (which, as more particularly provided in the definition of Participant in the Common Definitions and Provisions Agreement, may require the written approval of such Person by LRC), then such Participant’s obligations under this Agreement will remain unchanged, such Participant will remain primarily responsible for the performance of its obligations hereunder, and BNPPLC may continue to deal solely and directly with such Participant in connection with all rights and obligations under this Agreement. In the event, however, of a permitted assignment by a Participant to a Person that does qualify as a “Participant” for purposes of the Operative Documents, accomplished by the execution of appropriate Participation Agreement Supplements as herein provided, the assigning Participant will not be liable for any failure by the assignee to fulfill the obligations assumed hereunder by the assignee by reason of such assignment.

     (B) By BNPPLC. Except as expressly provided herein, BNPPLC may not assign or attempt to assign any rights under or interest in the Operative Documents or this Agreement or any interest in the Property without all of the Participants’ prior written consents, which consents will not be unreasonably withheld. By a Participation Agreement Supplement, BNPPLC may, without the prior written consent of any Participant, assign participations in the Operative Documents or the payments required to BNPPLC thereunder to any then existing Participant and to other financial institutions or Affiliates of financial institutions so long as BNPPLC has received any approval of LRC required by the Lease. In addition, BNPPLC may assign its right to receive Distributable Payments and its rights and interests in and to the Property, the Operative Documents and this Agreement to Affiliates of BNPPLC or other Persons that do not become Participants, but in such event BNPPLC’s obligations under this Agreement will remain unchanged, BNPPLC will remain primarily responsible for the performance of its obligations hereunder, and all Distributable Payments received by any such Affiliates or other Persons as assignee of BNPPLC will, for purposes of computing payments required to any Participant hereunder, be considered as received by BNPPLC. In addition, BNPPLC will be permitted to transfer any rights or interests as BNPPLC believes in good faith to be necessary to satisfy the Operative Documents or Applicable Laws.

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     (C) Execution of Participation Agreement Supplements. Promptly after the execution of a Participation Agreement Supplement by BNPPLC and any Participant, BNPPLC will provide a copy thereof to all other Participants, but the other Participants need not join in or approve the Participation Agreement Supplement for it to be effective.

     (D) Regulation A. Notwithstanding subparagraphs 13(A) or 13(B), a Participant may assign and pledge all or any portion of its rights under this Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank.

     (E) Costs. Each Participant must pay all costs incurred by BNPPLC in connection with any permitted assignment by or through such Participant, including, but not limited to, reasonable fees and disbursements of its counsel, and any transfer taxes or other taxes assessed because of such assignment which LRC is not required to pay under the Lease.

14. GOVERNING LAW; SUBMISSION TO PROCESS; WAIVER OF JURY TRIAL . This Agreement will be deemed a contract made under the laws of the State of Texas and will be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, without regard to principles of conflict of laws. Each of BNPPLC and the Participants hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and the federal courts sitting in Dallas, Texas, and agrees and consents that service of process may be made upon it in any legal proceeding relating to this Agreement by any means allowed under Texas or federal law. Each of BNPPLC and the Participants hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding which is brought in a court in Dallas, Texas is brought in an inconvenient forum or that the venue thereof is improper. Each of BNPPLC and the Participants, knowingly, voluntarily and intentionally waives any right to a jury trial of any dispute relating to this agreement and agrees that any such dispute will be tried before a judge sitting without a jury.

15. Termination . This Agreement will terminate on the first date on which all obligations of LRC under the Operative Documents have been indefeasibly paid or otherwise satisfied or excused, BNPPLC has ceased to have any rights in the Property and each party hereto has fully performed its obligations hereunder to the other parties hereto. The agreements of BNPPLC and the Participants in subparagraph 3(B) (which concerns payments by Participants of their respective Percentages of Protective Advances) will survive the termination of this Agreement. Following any sale of the Property by BNPPLC pursuant to the Purchase Agreement and the payment to any Participant of all amounts payable to it hereunder (including, without limitation,

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an amount equal to such Participant’s Percentage of all Net Sales Proceeds paid by LRC or the Applicable Purchaser on the Designated Sale Date), the Participant will, if asked to do so by BNPPLC or LRC, execute and deliver a quitclaim and release (in recordable form) as to the Property in favor of LRC or the Applicable Purchaser.

16. Miscellaneous .

     (A) Reliance by Others. None of the provisions of this Agreement will inure to the benefit of any Person other than the Participants and BNPPLC and BNPPLC’s Representatives; consequently, no Persons other than the Participants, BNPPLC and BNPPLC’s Representatives may rely upon or raise as a defense, in any manner whatsoever, the failure of any Participant or BNPPLC to comply with the provisions of this Agreement. None of the Participants nor BNPPLC will incur any liability to any other Person for any act of omission of another.

     Notwithstanding the foregoing, however, LRC will be a third party beneficiary of each Participant’s agreement to provided a release and quitclaim of the Property pursuant to the last sentence of Paragraph 15. As a third party beneficiary of the obligations of the Participants specified in the preceding sentence, LRC will have standing to exercise any remedies available at law or in equity (including the recovery of monetary damages) against any Participant in LRC’s own name if that Participant breaches such obligations. Further, BNPPLC may assign to LRC any claims it may have against a Participant because of the Participant’s breach of any of the provisions referenced in this paragraph or because of any adverse title claim made against the Property by, through or under the Participant.

     (B) Waivers, Etc. No delay or omission by any party to exercise any right under this Agreement will impair any such right, nor will it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement will be deemed a waiver of any other breach or default. Any waiver, consent, or approval under this Agreement must be in writing to be effective.

     (C) Severability. The illegality or unenforceability of any provision of this Agreement will not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

     (D) Notices. All notices, demands, approvals, consents and other communications to be made hereunder to or by the parties hereto must, to be effective for purpose of this Agreement, be in writing. Notices, demands and other communications required or permitted hereunder are to be sent to the addresses set forth in Schedule 1 to this Agreement and must be given by any of the following means: (A) personal service, with proof of delivery or attempted delivery retained; (B) electronic communication, whether by telex, telegram or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C)

Annex 4 — Page 24

registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (C) hereof will be deemed received (whether or not actually received) upon first attempted delivery at the proper notice address on any Business Day between 9:00 A.M. and 5:00 P.M., and any notice or other communication sent pursuant to clause (B) hereof will be deemed received upon dispatch by electronic means.

     (E) Construction. Words of any gender used in this Agreement will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References herein to Paragraphs, subparagraphs or other subdivisions will refer to the corresponding Paragraph, subparagraphs or subdivisions of this Agreement, unless specific reference is made to another document or instrument. References herein to any Schedule or Exhibit will refer to the corresponding Schedule or Exhibit attached hereto, which will be made a part hereof by such reference. All capitalized terms used in this Agreement which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time so long as the documents are not renewed, extended or modified in breach of any provision contained herein or therein or, in the case of any other document to which BNPPLC is a party or of which BNPPLC is an intended beneficiary, without the consent of BNPPLC. All accounting terms used but not specifically defined herein will be construed in accordance with GAAP. The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph” and “this subparagraph” and “this subsection” and similar phrases used herein refer only to the Paragraphs, subparagraphs or subsections hereof in which the phrase occurs. As used herein the word “or” is not exclusive. As used herein the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     (F) Headings . The paragraph and section headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and

Annex 4 — Page 25

several provisions hereof.

     (G) Entire Agreement. This Agreement embodies the entire agreement between the parties, supersedes all prior agreements and understandings between the parties, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed by an authorized representative of each party to be bound by such amendment.

     (H) Further Assurances. Subject to any restriction in the Operative Documents, each of BNPPLC and the Participants will promptly execute and deliver all further instruments and documents and take all further action as any of them may reasonably request in order to evidence the agreements made hereunder and otherwise to effect the purposes of this Agreement.

     (I) Impairment of Operative Documents. Nothing herein contained (including the provisions governing the application of payments in subparagraph 4(D) and the provisions authorizing assignments by BNPPLC in subparagraph 13(B)) will impair or modify LRC’s rights under the Operative Documents.

     (J) Books and Records. BNPPLC will keep accurate books and records in which full, true and correct entries will be promptly made as to all payments made and received concerning the Property and will permit all such books and records (excluding any information that would otherwise be protected by BNPPLC’s attorney client privilege) to be inspected and copied by the Participants and their duly accredited representatives at all times during reasonable business hours after five Business Days advance notice. This subparagraph will not be construed as requiring BNPPLC to regularly maintain separate books and records relating exclusively to the Property; however, upon reasonable request of a Participant, BNPPLC will, at the requesting Participant’s expense, construct or abstract from its regularly maintained books and records information required by this subparagraph relating to the Property.

     (K) Definition of Knowledge. Representations and warranties made in this Agreement but limited to the “knowledge” of BNPPLC or any Participant, as the case may be, will be limited to the present actual knowledge of the officers or other employees of such party primarily responsible for reviewing and negotiating this Agreement. Also, as used herein with respect to the existence of any facts or circumstances after the date of this Agreement, “knowledge” of BNPPLC or a Participant, as the case may be, will be limited to the present actual knowledge at the time in question of the officers or other employees of such party primarily responsible for administering this Agreement. However, none of the officers or employees of any party to this Agreement will be personally liable for any representations or warranties made herein or for taking or failing to take any action required hereby.

     (L) Attorneys’ Fees . If any party to this Agreement commences any legal action or other proceeding against another party hereto to enforce any of the terms of this Agreement, or

Annex 4 — Page 26

because of any breach of the other party or dispute hereunder, the successful or prevailing party will be entitled to recover from the nonprevailing party all Attorneys’ Fees incurred in connection therewith, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any such Attorneys’ Fees incurred by any party in enforcing a judgment in its favor under this Agreement will be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

     (M) Execution in Counterparts . To facilitate execution, this Agreement may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to this Agreement. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to this Agreement will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

Annex 4 — Page 27

17. Confidentiality Concerning LRC’s Proprietary Information . Each Participant agrees to use reasonable precautions to keep confidential any “proprietary information” of LRC (as defined in the Lease) that such Participant may receive from BNPPLC or LRC or otherwise discover with respect to LRC or LRC’s business as a result of Participant’s involvement with the transactions contemplated in the Operative Documents, except for disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of the Participant as to any interest hereunder so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this Paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to the Participant so long as the Participant informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over the Participant (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); and (vi) of information which has previously become publicly available through the actions or inactions of a person other than the Participant not, to the Participant’s knowledge, in breach of an obligation of confidentiality to LRC. Further, notwithstanding any other contrary provision contained in this Agreement or any related agreements by which any Participant is bound, BNPPLC and Participants (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

[The signature pages follow.]

Annex 4 — Page 28

     IN WITNESS WHEREOF, this Participation Agreement (Livermore/Parcel 6) is executed to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Annex 4 — Page 29

[Continuation of signature pages for Participation Agreement (Livermore/Parcel 6) dated as of                     , 20___.]

By:
	Name (print):
	Title (print):

Annex 4 — Page 30

SCHEDULE 1

A. BNPPLC: BNP PARIBAS LEASING CORPORATION,      a Delaware corporation
	1.	Amount Retained: $
	2.	Initial Percentage: ____%
	3.	Address for Notices:
		BNP Paribas Leasing Corporation
		12201 Merit Drive
		Suite 860
		Dallas, Texas 75251
		Attention: Lloyd G. Cox
		Telephone: (972) 788-9191
		Facsimile: (972) 788-9140
	4.	Payment Instructions:
		Federal Reserve Bank of New York
		ABA 026007689 BNP Paribas
		/BNP/ BNP Houston
		/AC/ 14334000176
		/Ref/ LRC/                      Operating Lease
	5.	Operations Contact:
		BNP Paribas Leasing Corporation
		12201 Merit Drive
		Suite 860
		Dallas, Texas 75251
		Attention: Lloyd G. Cox
		Telephone: (972) 788-9191

Annex 4 — Page 31

SCHEDULE 1

Facsimile: (972) 788-9140

Annex 4 — Page 32

SCHEDULE 1

B. Participant:
	1.	Amount of Participation: $___________
	2.	Percentage: ___%
	3.	Address for Notices:
		Telephone: (___) ____-______
		Facsimile: (___) ____-______
	4.	Payment Instructions:
		***Federal Reserve Bank of New York
		ABA
		/Ref/
	5.	Operations Contact:
		Telephone: (___) _____-______
		Facsimile: (___) _____-______
	6.	“Initial Payment” Due from
		Participant to BNPPLC:	An amount equal to the Percentage specified above
			times the Initial Advance as described in the
			Common Definitions and Provisions Agreement.

Annex 4 — Page 33

Exhibit A

SUPPLEMENT TO PARTICIPATION AGREEMENT

[                    , ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Reference is made to the Participation Agreement (Livermore/Parcel 6) dated as of                     , 20___ (as heretofore amended, the “Participation Agreement”) between BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation,                                          and other banks or financial institutions which have or may from time to time become Participants under and as defined in such Participation Agreement (collectively, the “Participants”). Unless otherwise defined herein, all capitalized terms used in this Supplement have the respective meanings given to those terms in the Participation Agreement.

[NOTE: THE NEXT TWO PARAGRAPHS, AND THE ADDENDUM TO SCHEDULE 1 ATTACHED TO THIS EXHIBIT, WILL BE INCLUDED ONLY AS PART OF A SUPPLEMENT THAT ADDS A NEW PARTICIPANT UNDER THE PARTICIPATION AGREEMENT:

     The undersigned, by executing and delivering this Supplement to BNPPLC, hereby agrees to become a party to the Participation Agreement referenced therein, in each case as a Participant and agrees to be bound by all of the terms thereof applicable to Participants. The undersigned hereby agrees that its Percentage under the Participation Agreement will be ___ percent (___%), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying to BNPPLC the sum of $                     in consideration of the rights it is acquiring as a Participant under the Participation Agreement with the foregoing Percentage.

     Schedule 1 attached to the Participation Agreement is amended by the addition of an Addendum (concerning the undersigned) in the form attached to this Supplement.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT REDUCES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE

Annex 4 — Page 34

PARTICIPATION AGREEMENT:

     In consideration of the payment of $                      to the undersigned, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that its Percentage under the Participation Agreement is reduced to percent (                    ), effective as of the date of this letter.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT INCREASES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE PARTICIPATION AGREEMENT:

     The undersigned hereby agrees that its Percentage under the Participation Agreement is increased to                      percent (___%), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying BNPPLC the sum of $                     in consideration of such increase.]

     IN WITNESS WHEREOF, the undersigned has executed this Supplement as of the day and year indicated above.

[NAME]
By:
	Printed Name:
	Title:

Accepted and agreed:

BNP PARIBAS LEASING CORPORATION
By:
	Printed Name:
	Title:

Annex 4 — Page 35

Addendum to Schedule 1

Participant:
	1.	Amount of Participation: $
	2.	Percentage: ________%
	3.	Address for Notices:
		Attention:
		Telephone:
		Facsimile:
	4.	Payment Instructions:
		Bank:
		Account:
		Account No.:
		ABA No.:
		Reference:
	5.	Operations Contact:
		Attention:
		Telephone:
		Facsimile:

Annex 4 — Page 36

EX-10.134

Exhibit 10.134

PLEDGE AGREEMENT
(LIVERMORE/PARCEL 6)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Control Agreement		2
		Default		2
		Deposit Account		2
		Deposit Taker		3
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Eligible Investments		5
		Event of Default		5
		Initial Control Agreement		6
		Intermediary		6
		Lien		6
		Minimum Collateral Value		7
		Other Liable Party		7
		Percentage		7
		Pre-lease Account Assets		7
		Pre-lease Collateral		7
		Pre-lease Deposits		8
		Qualified Pledge		8
		Secured Obligations		8
		Securities		8
		Securities Account		8
		Transition Account		8
		UCC		8
		Value		8
	(B)	Other Definitions		9
2	Pledge and Grant of Security Interest			9
3	Provisions Concerning the Deposit Takers			10
	(A)	Deposit Taker Agreements		10
	(B)	Qualification of Deposit Takers Generally		11
	(C)	Substitutions for Disqualified Deposit Takers		11

			Page
	(D)	Other Voluntary Substitutions of Deposit Takers		11
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		11
	(F)	Replacement of Participants Proposed by LRC		11
	(G)	Constructive Possession of Collateral		12
	(H)	Attempted Setoff by Deposit Taker		12
4	Delivery and Maintenance of Collateral			13
	(A)	Delivery of Pre-lease Deposits by LRC		13
	(B)	Delivery of Cash Collateral by LRC		13
	(C)	Transition Account		14
	(D)	Allocation of Cash Collateral Among Deposit Takers		14
	(E)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		15
	(F)	Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable		15
5	Withdrawal of Collateral			15
	(A)	Withdrawal and Management of Pre-lease Collateral		15
	(B)	Withdrawal of Cash Collateral After the Base Rent Commencement Date and Prior to the Designated Sale Date		17
	(C)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		17
	(D)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		18
	(E)	No Other Right to Require or Make Withdrawals		18
	(F)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		18
6	Representations and Covenants of LRC			18
	(A)	Representations of LRC		18
	(B)	Covenants of LRC		19
7	Authorized Action by BNPPLC			21
8	Default and Remedies			21
	(A)	Remedies		21
	(B)	Recovery Not Limited		23
9	Miscellaneous			24
	(A)	Payments by LRC to BNPPLC		24
	(B)	Payments by BNPPLC to LRC		24
	(C)	Cumulative Rights, etc		25
	(D)	Survival of Agreements		25
	(E)	Other Liable Party		25
	(F)	Termination		25

PLEDGE AGREEMENT
(LIVERMORE/PARCEL 6)

     This PLEDGE AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Construction Agreement (Livermore/Parcel 6), a Lease Agreement (Livermore/Parcel 6) and an Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) (as from time to time supplemented, amended or restated, the “Construction Agreement”, “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Construction Agreement, BNPPLC will authorize LRC to construct, and BNPPLC will advance funds for the construction of, real property improvements described therein. Pursuant to the Lease, BNPPLC will lease to LRC such improvements and other property described in the Lease. Pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Construction Agreement and the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC or the Intermediary delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Securities, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Control Agreement” means the Initial Control Agreement and any future similar agreement that may supplement, modify or replace the Initial Control Agreement as to any Pre-lease Collateral.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit B, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of

Pledge Agreement (Livermore/Parcel 6) — Page 3

its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

     “Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (3) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A- (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

Pledge Agreement (Livermore/Parcel 6) — Page 4

     “Eligible Investments” means cash balances and U.S. Treasury securities with a maturity of less than ten years and other investments that satisfy all applicable criteria listed in Exhibit A (as such Exhibit is amended, restated, supplemented or otherwise modified from time to time by written agreement of BNPPLC and LRC).

     “Event of Default” means the occurrence of any of the following:

     (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

     (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) or 4(B) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

     (c) the failure of the pledge or security interest contemplated herein in any Pre-lease Collateral, the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

     (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

     (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

     (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Pre-lease Collateral held by the Intermediary or of Cash Collateral held by BNPPLC or the Deposit Takers

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exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Pre-lease Collateral or Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition prior to the Base Rent Commencement Date, LRC may deliver additional Pre-lease Collateral to the Intermediary — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Pre-lease Collateral then held by the Intermediary subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value. Similarly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition on or after the Base Rent Commencement Date, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge - sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Initial Control Agreement” means, collectively, the Securities Account Control Agreement (Livermore/Parcel 6) and the Collateral Management Services Schedule (Livermore/Parcel 6), both dated as of the Effective Date, and both being agreements by and among LRC (as pledgor), BNPPLC (as secured party) and State Street Bank and Trust Company (as the bank or intermediary).

     “Intermediary” means State Street Bank and Trust Company and its successors and assigns under the Initial Control Agreement or any other intermediary that replaces it as provided therein if the Initial Control Agreement is terminated pursuant to its express terms. (It is understood, however, that neither BNPPLC nor any Affiliate of BNPPLC will replace State Street Bank and Trust Company as an Intermediary prior to the Completion Date.)

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed

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financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date (including any Construction Advances or other amounts added to the Lease Balance on that date as provided in the Construction Agreement) in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any 97-10/Prepayment or Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Pre-lease Account Assets” means all Pre-lease Deposits, Securities, securities entitlements and any other assets held in trust for LRC or held in any custody, subcustody, safekeeping, investment management accounts, or other accounts of LRC with the Intermediary or any other custodian, trustee, Clearing System or financial intermediary or securities intermediary (all of which shall be considered “financial assets” under the UCC).

     “Pre-lease Collateral” means: (i) any and all Pre-lease Deposits, Securities and other Pre-lease Account Assets that are listed on Exhibit C; (ii) all additions to, and proceeds, renewals, investments, reinvestments and substitutions of, the foregoing, whether or not listed on Exhibit C; and (iii) all certificates, receipts and other instruments evidencing any of the foregoing; excluding, however, Cash Collateral and the Deposit

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Accounts and proceeds thereof. Without limiting the foregoing, the Pre-lease Collateral will include the Securities Account maintained by the Intermediary.

     “Pre-lease Deposits” means deposits made by or on behalf of LRC with the Intermediary (whether or not held in trust, or in any custody, subcustody, safekeeping, investment management accounts, or other accounts of LRC with the Intermediary).

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Construction Agreement or the Purchase Agreement, including (i) LRC’s obligation to pay any 97-10/Prepayment as provided in Paragraph 8 of the Construction Agreement, (ii) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (iii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iv) any damages incurred by BNPPLC because of (A) LRC’s breach of the Construction Agreement or Purchase Agreement or (B) the rejection by LRC of the Construction Agreement or Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Securities” means the stocks, bonds and other securities, whether or not held in trust or in any custody, subcustody, safekeeping, investment management accounts or other accounts of LRC with the Intermediary or any other custodian, trustee or Clearing System or held by any party as a financial intermediary or securities intermediary.

     “Securities Account” has the meaning assigned to it in the Initial Control Agreement.

     “Transition Account” shall have the meaning given it in subparagraph 4(C).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

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     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) Any Pre-lease Account Asset that qualifies as an Eligible Investment shall be valued at 90% of its current value on such date. Current value will be determined by the Intermediary (to the extent the Intermediary is willing to provide a valuation in accordance with this Agreement) or by BNPPLC’s Parent (to the extent the Intermediary does not provide the valuation for any reason) using bid prices indicated by its standard and customary pricing sources, which it believes to be reliable. For example, the current value of any corporate debt obligation that meets the criteria listed in Exhibit A will be determined by multiplying the remaining unpaid principal balance thereof by the bid price therefor as suggested by the standard and customary pricing sources of the Intermediary or of BNPPLC’s Parent, as the case may be, which it believes to be reliable.

     (d) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Construction Agreement and the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Construction Agreement or the Purchase Agreement and not otherwise defined herein or in the Common Definitions and Provisions Agreement, shall have the same meanings herein as they would have in the Construction Agreement or the Purchase Agreement, as applicable. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Pre-lease Collateral; and

     (b) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account

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or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (c) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. At least ten days prior to any initial deposit of Cash Collateral with any Deposit Taker required by this Agreement, LRC must (1) ask BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, to satisfy the Deposit Taker Prerequisites; and (2) execute and provide to BNPPLC a completed Deposit Taker’s Agreement for BNPPLC’s execution and delivery to each Deposit Taker. Promptly after receipt of a properly completed Deposit Taker’s Agreement executed by LRC and in form ready to be executed by BNP Paribas or any other Eligible Deposit Taker named therein, BNPPLC must execute such Deposit Taker’s Agreement and deliver it to the appropriate Deposit Taker as necessary for the satisfaction of the Deposit Taker Prerequisites.

Without limiting the foregoing, it is understood that (i) BNPPLC and any Participant may designate BNP Paribas as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in both the preceding provisions of this subparagraph and in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may

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make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights

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and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

However, nothing in this subparagraph will be construed to permit or authorize any replacement of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any

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Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Pre-lease Deposits by LRC. On the Effective Date and on each Advance Date prior to the Base Rent Commencement Date, if the Value of Pre-lease Collateral does not already equal or exceed the Minimum Collateral Value, LRC must deposit with the Intermediary, subject to the pledge and security interest created hereby, additional funds as necessary to cause the Value of the Pre-lease Collateral to be no less than the Minimum Collateral Value. Together with any such required deposit, LRC must deliver instructions to the Intermediary (with a copy to BNPPLC), directing the Intermediary to deposit the funds into a specific account then pledged to BNPPLC hereunder and to use such funds to purchase Eligible Investments, which will also be held and maintained in such pledged account as Pre-lease Collateral. Each delivery of funds required by this subparagraph must be received by the Intermediary no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any Advance Date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Intermediary thereof and of the amount LRC expects to deliver to the Intermediary for deposit as Pre-lease Collateral on the applicable Advance Date. In addition to required deliveries of Pre-lease Deposits as provided in the foregoing provisions, LRC may on any date (whether or not an Advance Date) deliver additional Pre-lease Deposits as provided in the penultimate sentence of the definition of Event of Default above.

     (B) Delivery of Cash Collateral by LRC. On the Base Rent Commencement Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the

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Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

     (C) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be credited to and held by BNPPLC in an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNP Paribas Leasing Corporation and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (D) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does

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not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit D.

     (E) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(B)(4) or in subparagraph 5(C).

     (F) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal and Management of Pre-lease Collateral. LRC may require BNPPLC to provide to the Intermediary approval of any directions to withdraw any specified Pre-lease Collateral from any account maintained by the Intermediary and pledged hereunder and to deliver the same to LRC or as may otherwise be provided in those directions (which delivery shall be free and clear of all liens and security interests hereunder, except in the case of any delivery of funds by the Intermediary to BNPPLC on behalf of LRC to satisfy the requirements of subparagraph 5(B) below), if, but only if, in each case all four of the following conditions are satisfied:

     (1) Either:

     (a) such withdrawal and delivery of specified Pre-lease Collateral will not cause the Value of the remaining Pre-lease Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value; or

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     (b) the Completion Date shall have occurred and LRC shall already have delivered sufficient Cash Collateral to BNPPLC to satisfy the requirements of subparagraph 5(B) below; or

     (c) the directions to be approved by BNPPLC will require the Intermediary to withdraw and deliver funds directly to and only to BNPPLC, on behalf of LRC, as Cash Collateral pledged pursuant to this Agreement.

     (2) LRC must give BNPPLC notice of the required withdrawal three Business Days prior to the date upon which the withdrawal is to occur, together a copy of the directions to the Intermediary for which BNPPLC’s approval will be required by this subparagraph 5(A) to accomplish the withdrawal.

     (3) No Default (under and as defined in this Agreement) shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required. Furthermore, in order to preserve BNPPLC’s right to prohibit withdrawals when a Default (as defined herein or in the Common Definitions Agreement) has occurred and is continuing, the directions to be approved by BNPPLC must expressly confirm and provide that BNPPLC may terminate its approval, and thereby prohibit subsequent withdrawals without its consent, by notice given to the Intermediary.

     (4) LRC will not request BNPPLC’s approval of more than eight withdrawals of Pre-lease Collateral during any one calendar month.

If the conditions listed in the preceding clauses (1), (3) and (4) are satisfied, and if BNPPLC receives from LRC the notice and the copy of directions to the Intermediary described in the preceding clause (2) less than three Business Days prior to, but at least one Business Day prior to, the date upon which a withdrawal is expected to occur, then BNPPLC will endeavor in good faith to quickly evaluate and act upon the notice so as not to delay the withdrawal; provided, however, in that event, BNPPLC will suffer no liability for failing to do so.

In addition to LRC’s right to arrange withdrawals of Pre-lease Collateral upon satisfaction of the conditions specified above in this subparagraph, so long as the Intermediary is State Street Bank and Trust Company and it remains bound by the Initial Control Agreement, and prior to BNPPLC’s delivery of any Notice of Control (under and as defined in the Initial Control Agreement), LRC may also give Proper Instructions (under and as defined in the Initial Control Agreement) directing the Intermediary to (i) allocate or reallocate investments held in the Securities Account among Eligible Investments (including directions to liquidate any Eligible Investment in whole or in part and then reinvest the proceeds thereof in one or more other

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Eligible Investments) or (ii) substitute Eligible Investments with other Eligible Investments in a manner that satisfies the conditions to substitutions expressly set forth in the Initial Control Agreement.

     (B) Withdrawal of Cash Collateral After the Base Rent Commencement Date and Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit E. Otherwise, such notice must be in the form of Exhibit F.

     (5) No Default (under and as defined in this Agreement) shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (C) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date

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(which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit G, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur and when no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing.

     (D) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (E) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (F) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Control Agreement or of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by the Intermediary or any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

Pledge Agreement (Livermore/Parcel 6) — Page 18

     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be

Pledge Agreement (Livermore/Parcel 6) — Page 19

used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or an Intermediary or a Deposit Taker pursuant hereto), encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). Without limiting the foregoing, LRC will not, with respect to any Pre-lease Collateral, (i) file or permit to be filed any financing or like statement in which BNPPLC is not named as the sole secured party, (ii) consent or be a party to any securities account control agreement or other similar agreement with any Intermediary to which BNPPLC is not also a party, (iii) pledge or otherwise encumber such Pre-lease Collateral, or (iv) except as permitted by the last sentence of subparagraph 5(A)(3) above, sell, assign, or otherwise dispose of, or grant any option with respect to, such Pre-lease Collateral. The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

     (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in any Pre-lease

Pledge Agreement (Livermore/Parcel 6) — Page 20

Collateral, the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit

Pledge Agreement (Livermore/Parcel 6) — Page 21

Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest, regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies under this Agreement, BNPPLC may sell from its offices in Dallas, Texas, or elsewhere, in one or more sales, at the price as BNPPLC deems best, for cash or on credit or for other property, for immediate or future delivery, any item of the Collateral, at any broker’s board or at public or private sale, in any reasonable manner permissible under the UCC (except that, to the extent permissible under the UCC, LRC waives any requirements of the UCC) and BNPPLC or anyone else may be the purchaser of the Collateral and hold it free from any claim or right including, without limitation, any equity of redemption of LRC, which right LRC expressly waives. BNPPLC may in its sole discretion elect to conduct any sale (and related offers) of any Collateral in such a manner as to avoid the need for registration or qualification thereof under any Federal or state securities laws, that such conduct may include restrictions (including as to potential purchasers) and other requirements (such as purchaser representations) which may result in prices or other terms less favorable than those which might have been obtained through a public sale not subject to such restrictions and requirements and that any offer and sale so conducted shall be deemed to have been made in a commercially reasonable manner.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and invest such monies or proceeds on behalf of LRC;

Pledge Agreement (Livermore/Parcel 6) — Page 22

     (ii) with respect to any deposits constituting Pre-lease Collateral: (x) renew such deposits on terms and for periods BNPPLC deems appropriate; (x) demand, collect, and receive payment of any monies or proceeds due or to become due in respect of such deposits; or (z) execute any instruments required for the withdrawal or repayment of the such deposits;

     (iii) with respect to any Securities constituting Pre-lease Collateral: A) transfer such Securities to an account of BNPPLC, whether in the possession of, or registered in the name of, any Clearing System or held otherwise; B) transfer any such Securities held in book entry form with any Federal Reserve Administrative Agent to the account of BNPPLC with such Federal Reserve Administrative Agent; or C) transfer any such Securities registered in the name of LRC to the name of BNPPLC or its nominee and complete and deliver any necessary stock powers or other transfer instruments;

     (iv) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC

     (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (v) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any

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other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA
Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street
	Chicago, Il 60603
ABA # (Domestic):	071000505
SWIFT ID (Int'l):	LASLUS44

Pledge Agreement (Livermore/Parcel 6) — Page 24

Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral -
	Livermore/Parcel 6)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, or any other event or proceeding affecting any Other Liable Party.

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     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Pledge Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Pledge Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Pledge Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Livermore/Parcel 6) — Signature Page

Exhibit A

TO PLEDGE AGREEMENT

CRITERIA FOR ELIGIBLE INVESTMENTS

1. Eligible Investments. Eligible Investments will include only the following (and in the case of any of the following which are registered in the name of the LRC, payable to the LRC’s order, or specifically endorsed to LRC, only those which have been endorsed by LRC to the Intermediary or in blank):

• Direct obligations of the US government and federal agencies.

• Commercial paper and corporate notes including bonds and medium term notes.

• Bank instrument of top 100 (ranked by asset size) international banks or the top 50 domestic banks ranked by American Banker. This may include Bankers Acceptances and Bankers Notes.

2. Maturity. The maximum maturity of any single investment is as follows:

• Direct obligations of US government and federal agencies: 10 years

• Other Eligible Investments: 7 years

Maturity is defined as actual maturity, put, remarketing, auction, or pre-refunding date from the date of settlement.

3. Acceptable Ratings. The following minimum rating rules apply to issuers of Eligible Investments other than direct obligations of the US government:

	Moody’s	S&P	Fitch
Short Term	P-1	A-1	F1
Long Term	A2	A	A

And such issuers must have a rating assigned by two of the following rating agencies: Moody’s Investors Service, Standard & Poor’s, and/or Fitch Ratings. In the event of a “split rating”, the lower rating must comply with the minimum rating rules.

Exhibit B
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(LIVERMORE/PARCEL 6)

          This Agreement (the “Agreement”), among                                          (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Livermore/Parcel 6) dated as of December 18, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of                     , 20___, and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account	Account
Type	Office	Number
Time Deposit

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 2

parties hereby agree that Deposit Taker shall not be liable for any action taken by it in accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. In no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for indirect, special, punitive or consequential damages. LRC agrees to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision, if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 3

BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable and customary fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement or the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and interpreted in accordance with, the laws of the state in which the account office identified above is located without regard to conflict of laws provisions. Each party hereto intentionally,

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 4

     knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: “(in its capacity as a Participant)”] under and as described in the Pledge Agreement.. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

     Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker:
	Attn:

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 5

	Telecopy:
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586
	Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this
______ day of                     , ______.

[DEPOSIT TAKER]
By:
	Name:
	Title:

 Exhibit B to Pledge Agreement (Livermore/Parcel 6) — Page 7

Exhibit C
TO PLEDGE AGREEMENT

DESCRIPTION OF INITIAL PRE-LEASE COLLATERAL

All assets held or to be held in the following custody or subcustody accounts, safekeeping accounts, investment management accounts and/or other account with the Intermediary:

Type of Account	Account Number	Entity/Location
Securities Account	[_______________]	State Street Bank and Trust Company

Exhibit D
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.	Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.
2.	The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A.	BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B.	Participant A (50%)		6,000,000
C.	Participant B (45%)		5,400,000
	TOTAL	$	12,000,000

3.	The initial Minimum Collateral Value was $12,000,000
4.	As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(B) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C.	Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
	TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C.	Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D.	Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
	TOTAL	$	12,000,000

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[____________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

      Re: Pledge Agreement (Livermore/Parcel 6) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/Parcel 6) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

 Exhibit E to Pledge Agreement (Livermore/Parcel 6) — Page 2

Exhibit F
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[____________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

      Re: Pledge Agreement (Livermore/Parcel 6) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/Parcel 6) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

                                                                  Dollars ($                     )

on the following date:

                         , ___

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

                                                                  Dollars ($                     ).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

 Exhibit F to Pledge Agreement (Livermore/Parcel 6) — Page 2

Exhibit G
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[____________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

      Re: Pledge Agreement (Livermore/Parcel 6) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/Parcel 6) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(C) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

                                                                  Dollars ($                     )

     on the following date (which, LRC acknowledges, must be the Designated Sale Date):

                         , ___

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

 Exhibit G to Pledge Agreement (Livermore/Parcel 6) — Page 2

EX-10.135

Exhibit 10.135

CLOSING CERTIFICATE
AND AGREEMENT
(LIVERMORE/PARCEL 6)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property			2
	(A)	Prior Inspections and Investigations Concerning the Property		2
	(B)	Title		2
	(C)	Title Insurance		2
	(D)	Condition of the Property		2
	(E)	Environmental Representations		3
	(F)	Cooperation by LRC and its Affiliates		3
	(G)	Compliance with Covenants and Laws		4
2	Representations and Covenants by LRC			4
	(A)	Concerning LRC and the Operative Documents		4
		(1)       Entity Status		4
		(2)       Authority		4
		(3)       Solvency		5
		(4)       Financial Reports		5
		(5)       Pending Legal Proceedings		5
		(6)       No Default or Violation		5
		(7)       Use of Proceeds		6
		(8)       Enforceability		6
		(9)       Pari Passu		6
		(10)     Conduct of Business and Maintenance of Existence		6
		(11)     Investment Company Act, etc.		6
		(12)     Not a Foreign Person		7
		(13)     ERISA		7
		(14)     Compliance With Laws		7
		(15)     Payment of Taxes Generally		7
		(16)     Maintenance of Insurance Generally		8
		(17)     Franchises, Licenses, etc.		8
		(18)     Labor		8
		(19)     Title to Properties Generally		8
		(20)     Books and Records		9
		(21)     Visitation, Inspection, Etc.		9
	(B)	Further Assurances		9
	(C)	OFAC		9
	(D)	Financial Statements; Required Notices; Certificates		9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements		11
	(F)	U.S. Patriot Act		11
	(G)	Omissions		12
3	Financial Covenants and Negative Covenants of LRC			12
	(A)	Financial Covenant — Minimum Liquidity		12
	(B)	Negative Covenants		12
		(2)       Change in Nature of Business		12

TABLE OF CONTENTS
(Continued)

			Page
		(3)       Sales, Etc. of Assets		13
		(4)       Multiemployer ERISA Plans		13
		(5)       Prohibited ERISA Transaction		13
4	Limited Representations and Covenants of BNPPLC			13
	(A)	Concerning Accounting Matters		13
	(B)	Other Limited Representations		16
		(1)       Entity Status		16
		(2)       Authority		16
		(3)       Solvency		16
		(4)       Pending Legal Proceedings		17
		(5)       No Default or Violation		17
		(6)       Enforceability		17
		(7)       Conduct of Business and Maintenance of Existence		17
		(8)       Not a Foreign Person		17
	(C)	No Implied Representations or Promises by BNPPLC		18
5	Usury Savings Provision			18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement			19
7	Waiver of Jury Trial			19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

(ii)

CLOSING CERTIFICATE AND AGREEMENT
(LIVERMORE/PARCEL 6)

     This CLOSING CERTIFICATE AND AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the Effective Date (the "Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A and any existing Improvements on the Land pursuant to the Existing Contract.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Construction Agreement (Livermore/Parcel 6) dated as of the Effective Date (the"Construction Agreement”) and a Lease Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Lease”). Pursuant to the Construction Agreement, BNPPLC is agreeing to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments
of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the construction, use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy covering Land, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than $32,375,000, in form and substance satisfactory to BNPPLC (including the endorsements which have been requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown as Parcel 6 on the plat included as part of the ALTA/ACSM Survey prepared by Kier & Wright, Civil Engineers & Surveyors, Inc., dated September 17, 2007, Job No. A00522-13 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. When the construction contemplated by the Construction Agreement is complete in accordance with plans

approved as described therein, the Property and use thereof permitted by the Lease will comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made (or can be made at a cost that is reasonable in connection with future development of the Land) for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the construction contemplated by the Construction Agreement or uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such construction or uses of the Property. The Improvements, when constructed as contemplated in the Construction Agreement, will be useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or

Closing Certificate and Agreement (Livermore/Parcel 6) — Page 3

modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The construction contemplated by the Construction Agreement and use of the Property permitted by the Lease comply, or will comply after LRC obtains readily available permits (either as the construction manager under the Construction Agreement or as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the construction contemplated in the Construction Agreement and the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and

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approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound

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or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

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     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all

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assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account,

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containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance or any Construction Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated

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balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a

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Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of

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LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole,

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as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the

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fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;

• “fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);

• with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);

• with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed

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residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that

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would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated , validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual

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knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

Closing Certificate and Agreement (Livermore/Parcel 6) — Page 17

Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate

Closing Certificate and Agreement (Livermore/Parcel 6) — Page 18

received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

[The signature pages follow.]

Closing Certificate and Agreement (Livermore/Parcel 6) — Page 19

     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Closing Certificate and Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Closing Certificate and Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Closing Certificate and Agreement (Livermore/Parcel 6) — Signature Page

Exhibit A

Legal Description

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. THE LAND LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. LL-821, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED JANUARY 6, 2003 IN BOOK 15, PAGE 69 OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, RECORDED JANUARY 6, 2003 AS INSTRUMENT NO. 2003-006161 OF OFFICIAL RECORDS.

     3. A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded DECEMBER 17, 1948 as INSTRUMENT NO. AC95021 IN BOOK 5682, PAGE 186 of Official Records.

     4. An offer of dedication for PUBLIC STORM DRAIN and incidental purposes, recorded NOVEMBER 23, 1998 as INSTRUMENT NO. 98-411265 of Official Records.

To:                    CITY OF LIVERMORE, A MUNICIPAL CORPORATION

     5. The terms and provisions contained in the document entitled “DEVELOPMENT AGREEMENT NO. 114-97, CAYETANO CORPORATE CAMPUS” recorded APRIL 2, 1999 as INSTRUMENT NO. 99- 140252 of Official Records.

Document(s) declaring modifications thereof recorded DECEMBER 20, 1999 as INSTRUMENT NO. 99-449348 of Official Records.

Document(s) declaring modifications thereof recorded SEPTEMBER 25, 2000 as INSTRUMENT NO. 2000-289230 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 30, 2003 as INSTRUMENT NO. 2003-649388 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 18, 2005 as INSTRUMENT NO. 2005-449011 of Official Records.

In connection therewith all obligations under the Development Agreement have been satisfied with the exception of an ongoing obligation under Section 6.4 of DA 114-97 to contribute to a program to provide bus passes to employees of users of a property up to $500 per month as reiterated in a letter dated October 18, 2007 from the Community Development Director of the City of Livermore.

     6. An easement for PUBLIC UTILITIES and incidental purposes, as dedicated in that certain “Irrevocable Offer of Dedication” recorded SEPTEMBER 10, 1999 as INSTRUMENT NO. 99- 347151 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION SAID EASEMENT WAS ACCEPTED BY THE CITY OF LIVERMORE BY “ACCEPTANCE OF IRREVOCABLE OFFER OF DEDICATION” RECORDED FEBRUARY 3, 2003 AS INSTRUMENT NO. 2003-062803 OF OFFICIAL RECORDS.

     7. An easement for SLOPE and incidental purposes, recorded as dedicated in that certain “Irrevocable Offer of Dedication” recorded SEPTEMBER 10, 1999 as INSTRUMENT NO. 99- 347152 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A WESTERLY PORTION SAID EASEMENT WAS ACCEPTED BY THE CITY OF LIVERMORE BY “ACCEPTANCE OF IRREVOCABLE OFFER OF DEDICATION” RECORDED FEBRUARY 3, 2003 AS INSTRUMENT NO. 2003-062802 OF OFFICIAL RECORDS.

     8. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS” recorded MAY 16, 2001 as INSTRUMENT NO. 2001-166795 of Official Records.

A DOCUMENT ENTITLED .AMENDMENT TO AND PARTIAL TERMINATION OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS. RECORDED NOVEMBER 08, 2007 AS INSTRUMENT NO. 2007-390199 OF OFFICIAL RECORDS.

     9. Covenants, conditions, restrictions and easements in the document recorded JANUARY 10, 2002 as INSTRUMENT NO. 2002-017395 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. CONSENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND

RESTRICTIONS FOR SHEA CENTER LIVERMORE, EXECUTED BY KLA-TENCOR CORPORATION, A DELAWARE CORPORATION, RECORDED JANUARY 10, 2002 AS INSTRUMENT NO. 2002-017396 OF OFFICIAL RECORDS.

NOTE: This title encumbrance is subject to and limited by the terms and provisions contained in the document entitled “Memorandum of Agreement” which is being executed by BNPPLC and others contemporaneously with BNPPLC’s acquisition of the Property from the Prior Owner and recorded in the Official Records.

     10. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	AS SHOWN ON SAID MAP)

     11. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PUBLIC UTILITIES AND SIDEWALK and incidental purposes.

     12. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PRIVATE LANDSCAPE and incidental purposes.

     13. Abutter=s rights of ingress and egress to or from PORTIONS OF COLLIER CANYON ROAD, PORTOLA AVENUE AND GATEWAY AVENUE have been dedicated or relinquished on the filed Map.

     14. An easement for FLIGHT AND PASSAGE OF AIRCRAFT and incidental purposes, recorded JANUARY 6, 2003 as INSTRUMENT NO. 2003-006165 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION OF THE LAND

Exhibit B to Closing Certificate and Agreement (Livermore/Parcel 6) — Page 3

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Livermore/Parcel 6) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this ______ day of ______, 20___.

[INSERT SIGNATURE BLOCK FOR A
RESPONSIBLE FINANCIAL OFFICER]

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Livermore/Parcel 6) dated as of December 18, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

     Executed this ______ day of ______, 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Exhibit D to Closing Certificate and Agreement (Livermore/Parcel 6) — Page 2

EX-10.136

Exhibit 10.136

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(LIVERMORE/PARCEL 6)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Adjusted Lease Balance”			2
	“Applicable Purchaser”			2
	“Balance of Unpaid Construction Period Losses”			2
	“BNPPLC’s Actual Out of Pocket Costs”			4
	“Break Even Price”			4
	“Committed Price”			4
	“Conditions to LRC’s Initial Remarketing Rights”			4
	“Cutoff Date”			4
	“Decision Not to Sell at a Loss”			4
	“Deemed Sale”			5
	“Extended Remarketing Period”			5
	“Fair Market Value”			5
	“Final Sale Date”			5
	“Initial Remarketing Notice”			5
	“Initial Remarketing Price”			5
	“Lease Balance”			5
	“LRC’s Extended Remarketing Right”			5
	“LRC’s Initial Remarketing Rights”			6
	“Make Whole Amount”			6
	“Maximum Remarketing Obligation”			6
	“Must Sell Price”			6
	“Notice of Sale”			7
	“Proposed Sale”			7
	“Proposed Sale Date”			7
	“Purchase Option”			7
	“Put Option”			7
	“Qualified Sale”			7
	“Sale Closing Documents”			7
	“Supplemental Payment”			8
	“Supplemental Payment Obligation”			8
	“Valuation Procedures”			8
2	LRC’s Options and Obligations on the Designated Sale Date			8
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		8
	(B)	Designation of the Purchaser		10
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		10
	(D)	Security for LRC’s Purchase Option		10
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			11
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		11
	(B)	LRC’s Extended Right to Remarket		11

TABLE OF CONTENTS
(Continued)

			Page
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		12
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		12
4	Transfers By BNPPLC After the Designated Sale Date			13
	(A)	BNPPLC’s Right to Sell		13
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		13
	(C)	Release and Quitclaim by LRC		13
	(D)	Easements and Other Transfers in the Ordinary Course of Business		14
5	Terms of Conveyance Upon Purchase			14
	(A)	Tender of Sale Closing Documents		14
	(B)	Delivery of Escrowed Proceeds		15
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			15
	(A)	Election by LRC to Terminate the Supplemental Payment Obligation Prior to the Completion Date		15
	(B)	Status of this Agreement Generally		15
	(C)	Automatic Termination of LRC’s Rights		16
	(D)	Payment Only to BNPPLC		16
	(E)	Preferences and Voidable Transfers		16
	(F)	Remedies Under the Other Operative Documents		17
7	Certain Remedies Cumulative			17
8	Attorneys’ Fees and Legal Expenses			17
9	Recording Memorandum			17
10	Successors and Assigns			17

(ii)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary=s Certificate
Exhibit G	FIRPTA Statement
Exhibit H	Notice of Election to Terminate the Supplemental Payment Obligation

(iii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(LIVERMORE/PARCEL 6)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and any existing Improvements on the Land pursuant to the Existing Contract.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Construction Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Construction Agreement”) and a Lease Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Lease”). Pursuant to the Construction Agreement, BNPPLC is agreeing to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease; except that, for purposes of this Agreement (but without limiting any provision of the other Operative Documents regarding the application of Escrowed Proceeds), the Property will not include any condemnation or insurance proceeds included in Escrowed Proceeds as a result of any Pre-lease Force Majeure Event, nor will it include any right to receive any such condemnation or insurance proceeds in the future, unless LRC itself or one of its Affiliates purchases the Property from BNPPLC as provided in subparagraphs 2(A)(1) or 3(A)

below.)

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

“97-1/Default (100%)” means a Default that results from (A) a failure of LRC to make any payment required by any Operative Document, including (i) any 97-10/Prepayment payable as provided in Paragraph 9 of the Construction Agreement, (ii) any other amounts payable under the Construction Agreement because of Covered Construction Period Losses, (iii) any payment of Rent required by the Lease or (iv) any Supplemental Payment required by this Agreement on the Designated Sale Date, or (B) any Hazardous Substance Activities occurring on or about the Land after the Completion Date and on or prior to the Cutoff Date, or (C) any failure of LRC after the Completion Date and on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease, or (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Operative Documents, or (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate. Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Adjusted Lease Balance” means a dollar amount equal to the following (but not less than zero):

• the Lease Balance, less

• Pre-lease Force Majeure Losses (if any).

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“Balance of Unpaid Construction Period Losses” means, subject to the qualifications set forth below in this definition, an amount equal to the sum of:

(1) the total Losses (if any) that have been incurred or suffered by BNPPLC or other Interested Parties at any time and from time to time prior to the Completion Date

(or, if no Completion Date occurs prior to the Designated Sale Date, then prior to the Designated Sale Date) by reason of, in connection with or arising out of (A) their ownership or alleged ownership of any interest in the Property or the payments required by the Operative Documents, (B) the use or operation of the Property, (C) the negotiation, administration or enforcement of the Operative Documents, (D) the making of Funding Advances, (E) the Construction Project, (F) the breach by LRC of this Agreement or any other Operative Document or any other document executed by LRC in connection herewith, (G) any failure of the Property or LRC itself to comply with Applicable Laws, (H) Permitted Encumbrances, (I) Hazardous Substance Activities, including those occurring prior to Effective Date, or (J) any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever; plus

(2) interest accruing at the Default Rate, compounded annually, on each payment of any such Losses by BNPPLC or any other Interested Party from the date such payment was made to the Designated Sale Date.

For purposes of computing the Balance of Unpaid Construction Period Losses, Losses as described in clause (1) of this definition will include each reduction (if any) (i) in the Carrying Costs added to the Outstanding Construction Allowance as provided in the Construction Agreement, or (ii) in the Base Rent payable to BNPPLC as provided in the Lease, that results from Pre-lease Force Majeure Losses. In other words, the Losses described in clause (1) will include the additional (if any) Carrying Costs and Base Rent that would have accrued if Pre-lease Force Majeure Losses were set at zero dollars ($0.00) in the formulas set forth in the Construction Agreement and in the Lease for calculating Carrying Costs and Base Rent, respectively.

Notwithstanding the foregoing, however, none of the following will be included in the Balance of Unpaid Construction Period Losses: (i) amounts included in or paid by BNPPLC with the proceeds of the Initial Advance (including Transaction Expenses); (ii) Losses paid or reimbursed from Construction Advances (including Local Impositions, insurance premiums and amounts paid by LRC prior to the Completion Date and reimbursed to it through Construction Advances made pursuant to the Construction Agreement); (iii) any other Losses which LRC has paid prior to the Designated Sale Date or for which LRC remains fully obligated to pay pursuant to the other Operative Documents (including Covered Construction Period Losses paid or payable by LRC pursuant to the Construction Agreement); and (iv) any decline in the value of the Property, including any such decline that is attributable solely to a Pre-lease Force Majeure Event and thus constitutes a Pre-lease Force Majeure Loss.

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Further, in the event BNPPLC or another Interested Party receives and is permitted to retain insurance proceeds paid under any insurance policy maintained by LRC as reimbursement or compensation for Losses that would otherwise be included in the Balance of Unpaid Construction Period Costs, then the Balance of Unpaid Construction Period Costs and the Losses described in clause (2) of this definition will be reduced pro tanto by the amount of such insurance proceeds, effective as of the date such proceeds are paid to BNPPLC or the other Interested Party.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

     “Break Even Price” means an amount equal to:

• the Lease Balance, plus

• BNPPLC’s Actual Out of Pocket Costs, and plus

• an amount equal to the Balance of Unpaid Construction Period Losses (if any).

     “Committed Price” has the meaning indicated in subparagraph 3(B)(4).

“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).

“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.

“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.

“Deemed Sale” has the meaning indicated in subparagraph 3(C).

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“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.

“Fair Market Value” has the meaning indicated in Exhibit B.

“Final Sale Date” means the earlier of:

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or

• the second anniversary of the Designated Sale Date, which will be the date of a Deemed Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.

“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.

“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.

“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.

“LRC’s Extended Remarketing Right” has the meaning indicated in subparagraph 3(B).

“LRC’s Initial Remarketing Rights” has the meaning indicated in

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subparagraph 2(A)(2).

“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds the following, as applicable: (a) any 97-10/Prepayment paid to BNPPLC on or before the Designated Sale Date, or (b) any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date; together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) an amount equal to the Balance of Unpaid Construction Period Losses (if any), together with interest on thereon computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (5) the amount, but not less than zero, by which (i) all Local Impositions, insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.

“Maximum Remarketing Obligation” means a dollar amount equal to 85.67% of the Adjusted Lease Balance.

“Must Sell Price” means, with respect to any Proposed Sale arranged by LRC pursuant to subparagraph 3(B), a cash price to BNPPLC equal to the Make Whole Amount, computed as of the Proposed Sale Date applicable to such Proposed Sale, plus all reimbursements or payments by BNPPLC to LRC that will be required by clause (4) of subparagraph 3(D) in connection with the Proposed Sale.

“Notice of Sale” has the meaning indicated in subparagraph 3(B)(4).

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     “Proposed Sale” has the meaning indicated in subparagraph 3(B).

     “Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(4).

     “Purchase Option” has the meaning indicated in subparagraph 2(A)(1).

     “Put Option” has the meaning indicated in subparagraph 3(A).

“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:

• results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or

• is approved in advance as a Qualified Sale by LRC; or

• is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (4) of subparagraph 3(D), to reimburse to LRC (i) the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC, or (ii) if no such Supplemental Payment has been made, but LRC has theretofore made a 97-10/Prepayment to BNPPLC, the entire amount of such 97-10/Prepayment; or
(c)	90% of the Fair Market Value of the Property.

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

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“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination of the Fair Market Value of the Property is required by this Agreement.

2 LRC’s Options and Obligations on the Designated Sale Date.

     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent or other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that (i) LRC deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date, (ii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price, and (iii) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent or other amounts then due under the other Operative Documents. Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights on the Designated Sale Date, if the Break Even Price exceeds the sum of the following: (1) any cash price actually tendered directly to BNPPLC by the Applicable Purchaser on the Designated Sale Date, and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described

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below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date and the cash payment actually received by BNPPLC from the Applicable Purchaser as the purchase price exceeds the Break Even Price, then BNPPLC will pay the excess to LRC or as otherwise required by Applicable Law.

     (3) If for any reason whatsoever BNPPLC does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) for the Property on the Designated Sale Date equal to or in excess of the Break Even Price in connection with a sale made pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), then LRC will have the obligation (the “Supplemental Payment Obligation”) to pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) equal to the amount by which the Break Even Price exceeds any such cash price actually received by BNPPLC on the Designated Sale Date; provided, however, unless LRC exercises the Purchase Option, if such excess is greater than the Maximum Remarketing Obligation, the Supplemental Payment will be limited to an amount equal to the Maximum Remarketing Obligation.

Without limiting the generality of the foregoing, LRC must (unless excused by subparagraph 6(A) below) make the Supplemental Payment even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise, or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

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LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC (including those prepared in connection with the construction contemplated by the Construction Agreement), together with all other files, documents and permits of LRC (including any Existing Space Leases and subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease or for any remaining construction required to complete the Improvements contemplated by the Construction Agreement if neither LRC nor any Affiliate or other Applicable Purchaser purchases the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Property and the borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to

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BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

     (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97-1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC, for a price equal to or in excess of the Must Sell Price (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

     (1) BNPPLC has not exercised the Put Option as provided in subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(C) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(C) because of LRC’s failure to pay any required 97-10/Prepayment.

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     (4) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (5) The Committed Price must be no less than the Must Sell Price, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

     (3) third, to pay to BNPPLC an amount equal to the difference, if any, computed by subtracting (i) the aggregate payments, if any, previously paid by LRC to BNPPLC as a 97-10/Prepayment or as a Supplemental Payment, from (ii) the Adjusted Lease Balance;

     (4) fourth, to reimburse LRC for any 97-10/Prepayment or Supplemental

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Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such 97-10/Prepayment or Supplemental Payment, as the case may be, to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (4) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale or deemed to be received in connection with a Deemed Sale, no interest on any 97-10/Prepayment or Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property (unless it has been terminated as provided in subparagraph 6(A) below); and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after

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any Qualified Sale, LRC will execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property. If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any time before thirty days after receipt of a demand for such cure from LRC.

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     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Election by LRC to Terminate the Supplemental Payment Obligation Prior to the Completion Date. By delivery of a notice to BNPPLC in the form attached as Exhibit H, LRC may terminate its Supplemental Payment Obligation, but only prior to the Completion Date and only if at the time of such exercise (1) LRC has given (and not rescinded) a Notice of LRC’s Intent to Terminate as provided in the Construction Agreement, or (2) BNPPLC has given any FOCB Notice as provided in the Construction Agreement. (If for any reason LRC does not provide to BNPPLC a notice terminating the Supplemental Payment Obligation as described in the preceding sentence prior to the Completion Date, then without any notice or other action by the parties to this Agreement, LRC will cease to have any right to terminate the Supplemental Payment Obligation.) If LRC does send a notice to BNPPLC in the form attached as Exhibit H, such notice will (as provided therein) constitute an irrevocable and absolute waiver by LRC of LRC’s rights to purchase the Property or to cause any of its Affiliates to purchase the Property pursuant to this Agreement. However, no such notice will terminate BNPPLC’s right to exercise the Put Option, which BNPPLC may exercise if LRC fails to make a 97-10/Prepayment required by the Construction Agreement.

     (B) Status of this Agreement Generally. Except as expressly provided in the preceding subparagraph or other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the

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inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (C) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of any 97-10/Prepayment required by the Construction Agreement or any Supplemental Payment required by subparagraph 2(A)(3) on the date it is due, then the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. If, however, prior to the Designated Sale Date LRC effectively terminates the Supplemental Payment Obligation pursuant to subparagraph 6(A) by the delivery of a notice to BNPPLC in the form attached as Exhibit H, so that LRC is excused from the obligation to make any Supplemental Payment pursuant to subparagraph 2(A)(3), then LRC’s Extended Remarketing Right will not terminate pursuant to this subparagraph 6(C) because of LRC’s failure to pay a Supplemental Payment, but rather will survive the delivery of such notice. In any event, no termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any 97-10/Prepayment or other amounts due from LRC pursuant to any of the other Operative Documents, or BNPPLC’s right to exercise the Put Option.

     (D) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (E) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the

Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 16

increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (F) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Construction Agreement, the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other party’s agreements hereunder.

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph ? above.

Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 17

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 18

     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Signature Page

Exhibit A

Legal Description

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     If any determination of Fair Market Value is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. For purposes of the determination, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     “Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a “Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon Fair Market Value as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Fair Market Value (an “Appraiser’s Agreement As To Value”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement As To Value. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement As To Value.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement As to Value within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the determination of Fair Market Value. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

(b) If, despite the delivery of the promises described in the preceding subsection, the two

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Fair Market Value, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates of Fair Market Value submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify an amount as Fair Market Value that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Fair Market Value thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. LRC and BNPPLC will each bear the expense of the appraiser appointed by it, and the expense of the third appraiser and of any officer of the California Bar Association who participates in the appraisal process described above will be shared equally by LRC and BNPPLC.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a))

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 3

to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 4

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:	[LRC or the Applicable Purchaser]
ADDRESS:
ATTN:
CITY:
STATE:
Zip:

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of                     , 20     .

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20     , before me                                         , a Notary Publi c in and for the County and State aforesaid, personally appeared                                         , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 3

[Continuation of signature pages to Deed dated to be effective as of                     , 20     .]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20     , before me                                         , a Notary Publi c in and for the County and State aforesaid, personally appeared                                         , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 5

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. THE LAND LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. LL-821, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED JANUARY 6, 2003 IN BOOK 15, PAGE 69 OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, RECORDED JANUARY 6, 2003 AS INSTRUMENT NO. 2003-006161 OF OFFICIAL RECORDS.

     3. A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded DECEMBER 17, 1948 as INSTRUMENT NO. AC95021 IN BOOK 5682, PAGE 186 of Official Records.

     4. An offer of dedication for PUBLIC STORM DRAIN and incidental purposes, recorded NOVEMBER 23, 1998 as INSTRUMENT NO. 98-411265 of Official Records.

To: CITY OF LIVERMORE, A MUNICIPAL CORPORATION

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 6

     5. The terms and provisions contained in the document entitled “DEVELOPMENT AGREEMENT NO. 114-97, CAYETANO CORPORATE CAMPUS” recorded APRIL 2, 1999 as INSTRUMENT NO. 99- 140252 of Official Records.

Document(s) declaring modifications thereof recorded DECEMBER 20, 1999 as INSTRUMENT NO. 99-449348 of Official Records.

Document(s) declaring modifications thereof recorded SEPTEMBER 25, 2000 as INSTRUMENT NO. 2000-289230 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 30, 2003 as INSTRUMENT NO. 2003-649388 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 18, 2005 as INSTRUMENT NO. 2005-449011 of Official Records.

In connection therewith all obligations under the Development Agreement have been satisfied with the exception of an ongoing obligation under Section 6.4 of DA 114-97 to contribute to a program to provide bus passes to employees of users of a property up to $500 per month as reiterated in a letter dated October 18, 2007 from the Community Development Director of the City of Livermore.

     6. An easement for PUBLIC UTILITIES and incidental purposes, as dedicated in that certain “Irrevocable Offer of Dedication” recorded SEPTEMBER 10, 1999 as INSTRUMENT NO. 99- 347151 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION SAID EASEMENT WAS ACCEPTED BY THE CITY OF LIVERMORE BY “ACCEPTANCE OF IRREVOCABLE OFFER OF DEDICATION” RECORDED FEBRUARY 3, 2003 AS INSTRUMENT NO. 2003-062803 OF OFFICIAL RECORDS.

     7. An easement for SLOPE and incidental purposes, recorded as dedicated in that certain “Irrevocable Offer of Dedication” recorded SEPTEMBER 10, 1999 as INSTRUMENT NO. 99- 347152 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A WESTERLY PORTION SAID EASEMENT WAS ACCEPTED BY THE CITY OF LIVERMORE BY “ACCEPTANCE OF IRREVOCABLE

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 7

OFFER OF DEDICATION” RECORDED FEBRUARY 3, 2003 AS INSTRUMENT NO. 2003-062802 OF OFFICIAL RECORDS.

     8. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS” recorded MAY 16, 2001 as INSTRUMENT NO. 2001-166795 of Official Records.

A DOCUMENT ENTITLED .AMENDMENT TO AND PARTIAL TERMINATION OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS. RECORDED NOVEMBER 08, 2007 AS INSTRUMENT NO. 2007-390199 OF OFFICIAL RECORDS.

     9. Covenants, conditions, restrictions and easements in the document recorded JANUARY 10, 2002 as INSTRUMENT NO. 2002-017395 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

CONSENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SHEA CENTER LIVERMORE, EXECUTED BY KLA-TENCOR CORPORATION, A DELAWARE CORPORATION, RECORDED JANUARY 10, 2002 AS INSTRUMENT NO. 2002-017396 OF OFFICIAL RECORDS.

NOTE: This title encumbrance is subject to and limited by the terms and provisions contained in the document entitled “Memorandum of Agreement” which is being executed by BNPPLC and others contemporaneously with BNPPLC’s acquisition of the Property from the Prior Owner and recorded in the Official Records.

     10. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	AS SHOWN ON SAID MAP)

     11. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 8

in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PUBLIC UTILITIES AND SIDEWALK and incidental purposes.

     12. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PRIVATE LANDSCAPE and incidental purposes.

     13. Abutter=s rights of ingress and egress to or from PORTIONS OF COLLIER CANYON ROAD, PORTOLA AVENUE AND GATEWAY AVENUE have been dedicated or relinquished on the filed Map.

     14. An easement for FLIGHT AND PASSAGE OF AIRCRAFT and incidental purposes, recorded JANUARY 6, 2003 as INSTRUMENT NO. 2003-006165 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION OF THE LAND

     15. [ADD EXCEPTION FOR THE LEASE, ALTHOUGH WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED BY AGREEMENT WITH THE GRANTEE IMMEDIATELY AFTER DELIVERY OF THIS DEED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 9

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of December 18, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a                      (“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Construction Agreement and the Lease, whether such rights are presently known or unknown, including rights

of the Assignor to be indemnified against environmental claims of third parties as provided in the Construction Agreement and the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any Participant or any of Assignor’s Affiliates, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.[Drafting Note: The following sentence will be included unless the Property is being sold to LRC or an Affiliate pursuant to subparagraph 2(A)(1) or 3(A) of the Purchase Agreement: Also excluded from this conveyance and reserved to Assignor are (i) the right to retain Escrowed Proceeds, if any, that consist of condemnation or insurance proceeds resulting from a Pre-lease Force Majeure Event, and (ii) any right to receive future payments of any such condemnation or insurance proceeds.].

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of                     , 20     .

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20     , before me                                         , a Notary Publi c in and for the County and State aforesaid, personally appeared                                         , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of                     , 20     .]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20     , before me                                         , a Notary Publi c in and for the County and State aforesaid, personally appeared                                         , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

     THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of                               ,           , by [LRC or the Applicable Purchaser], a                                 (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, “Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 18, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of                     , 20     .

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20     , before me                               , a Notary Public in and for the County and State aforesaid, personally appeared                                         , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this           , day of                     , 20     .

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) (herein called the “Purchase Agreement”) dated as of December 18, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in                     , California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3. Transferor’s U.S. employer identification number is 75-2252918; and

4. Transferor’s office address is:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated:                     , 20     .

Lloyd G. Cox, Managing Director of Transferor. 

Exhibit H

Notice of Election to Terminate the Supplemental Payment Obligation
and Irrevocable Release and Waiver of the Right to Purchase

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) dated as of December 18, 2007 (the “Purchase Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Purchase Agreement referenced above. This letter will constitute a notice given pursuant to subparagraph 6(A) of the Purchase Agreement. As provided in that subparagraph, LRC irrevocably elects to terminate the Supplemental Payment Obligation effective immediately, subject only to the conditions described below. In addition, LRC irrevocably waives and releases its rights to purchase or cause an Affiliate of LRC to purchase the Property granted to it by the Purchase Agreement. Because of such waiver and release, the Purchase Option is terminated and so are all rights of LRC under subparagraphs 2(A) of the Purchase Agreement.

     LRC acknowledges that this notice will not be effective to terminate the Supplemental Payment Obligation if it is not received by BNPPLC prior to the Completion Date.

     LRC also acknowledges that even if no prior 97-10/Meltdown Event has occurred, the delivery of this notice is in and of itself a 97-10/Meltdown Event under and as defined in the Construction Agreement. Therefore, after receipt of this notice BNPPLC will be entitled to demand and receive a 97-10/Prepayment on and subject to the terms and conditions of Paragraph 9 of the Construction Agreement. Further, if LRC fails to make a 97-10/Prepayment required by the Construction Agreement, BNPPLC may and exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement.

     LRC also acknowledges that its right to terminate the Supplemental Payment Obligation is subject to the condition precedent that: (1) LRC must have given (and not rescinded) a Notice of LRC’s Intent to Terminate as provided in the Construction Agreement, or (2) BNPPLC must have given any FOCB Notice as provided in the Construction Agreement. Accordingly, if neither

of the notices described in the preceding sentence have been given, the Supplemental Payment Obligation will not terminate by reason of this notice.

     Finally, LRC acknowledges that because the delivery of this notice constitutes a 97-10/Meltdown Event, BNPPLC will have the right at any time for any reason or no reason to terminate the Lease by notice to LRC.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Roch LeBlanc, Treasurer

Exhibit H to Agreement Regarding Purchase and Remarketing
Options (Livermore/Parcel 6) — Page 2

EX-10.137

Exhibit 10.137

CONSTRUCTION AGREEMENT
(LIVERMORE/PARCEL 6)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

		Page
ENGAGEMENT AND AUTHORIZATION			1
GENERAL TERMS AND CONDITIONS			2
1	Additional definitions		2
	“97-10/Meltdown Event”		2
	“97-10/Prepayment”		2
	“97-10/Project Costs”		3
	“97-10/Pronouncement”		4
	“Accrued Construction Period Interest Expense”		4
	“Administrative Fee”		5
	“Affiliate’s Contract”		5
	“Arrangement Fee”		5
	“Capital Adequacy Charges”		5
	“Carrying Costs”		5
	“Commitment Fees”		5
	“Complete Taking”		5
	“Completion Date”		5
	“Completion Notice”		5
	“Construction Advances”		6
	“Construction Advance Request”		6
	“Construction Allowance”		6
	“Construction Budget”		6
	“Construction Project”		6
	“Covered Construction Period Losses”		6
	“Defective Work”		6
	“FOCB Notice”		6
	“Force Majeure Event”		7
	“Funded Construction Allowance”		7
	“Future Work”		7
	“Increased Cost Charges”		7
	“Increased Commitment”		7
	“Increased Funding Commitment”		7
	“Increased Time Commitment”		8
	“Initial Advance”		8
	“LRC’s Estimate of Force Majeure Delays”		8
	“LRC’s Estimate of Force Majeure Excess Costs”		8
	“Maximum Construction Allowance”		8
	“Notice of LRC’s Intent to Terminate”		8
	“Notice of LRC’s Intent to Terminate Because of a Force Majeure Event”		8
	“Notice of Termination by LRC”		8
	“Outstanding Construction Allowance”		8
	“Pre-lease Casualty”		8

TABLE OF CONTENTS
(Continued)

					Page
	“Pre-lease Force Majeure Delays”					8
	“Pre-lease Force Majeure Event”					8
	“Pre-lease Force Majeure Event Notice”					9
	“Pre-lease Force Majeure Excess Costs”					9
	“Pre-lease Force Majeure Losses”					9
	“Prior Work”					10
	“Projected Cost Overruns”					10
	“Reimbursable Construction Period Costs”					10
	“Remaining Proceeds”					10
	“Scope Change”					10
	“Target Completion Date”					11
	“Termination of LRC’s Work”					11
	“Third Party Contract”					11
	“Third Party Contract/Termination Fees”					11
	“Timing or Budget Shortfall”					11
	“Work”					12
	“Work/Suspension Event”					12
	“Work/Suspension Notice”					12
	“Work/Suspension Period”					13
2	Construction and Management of the Property by LRC					13
	(A)	The Construction Project				13
		(1)	Construction Approvals by BNPPLC			13
			(a)	Preconstruction Approvals by BNPPLC		13
			(b)	Approval of Scope Changes		13
		(2)	LRC’s Rights of Access and to Control Construction			13
			(a)	Performance of the Work		14
			(b)	Third Party Contracts		14
			(c)	Adequacy of Drawings, Specifications and Budgets		15
			(d)	Existing Condition of the Land and Improvements		15
			(e)	Correction of Defective Work		15
			(f)	Clean Up		15
			(g)	No Damage for Delays		15
			(h)	No Other Fees to LRC		16
			(i)	Administration of Existing Space Leases		16
		(3)	Quality of Work			17
	(B)	Completion Notice				17
	(C)	Status of Property Acquired With BNPPLC’s Funds				17
	(D)	Insurance				18
		(1)	Liability Insurance			18
		(2)	Property Insurance			18

(ii)

TABLE OF CONTENTS
(Continued)

					Page
		(3)	Failure of LRC to Obtain Insurance			19
		(4)	Waiver of Subrogation			19
	(E)	Condemnation				19
	(F)	Additional Representations, Warranties and Covenants of LRC Concerning the Property				20
		(1)	Payment of Local Impositions			20
		(2)	Operation and Maintenance			20
		(3)	Debts for Construction, Maintenance, Operation or Development			21
		(4)	Permitted Encumbrances			22
		(5)	Books and Records Concerning the Property			22
	(G)	BNPPLC’s Right of Access				22
		(1)	Access Generally			22
		(2)	Failure of LRC to Perform			22
3	Amounts to be Added to the Lease Balance (in Addition to Construction Advances)					23
	(A)	Initial Advance				23
	(B)	Carrying Costs				23
	(C)	Commitment Fees				24
	(D)	Future Administrative Fees and Out-of-Pocket Costs				24
	(E)	Increased Cost Charges and Capital Adequacy Charges				25
4	Construction Advances					26
	(A)	Costs Subject to Reimbursement Through Construction Advances				26
	(B)	Exclusions From Reimbursable Construction Period Costs				27
	(C)	Conditions to LRC’s Right to Receive Construction Advances				28
		(1)	Construction Advance Requests			28
		(2)	Amount of the Advances			28
			(a)	The Maximum Construction Allowance		28
			(b)	Costs Previously Incurred by LRC		28
			(c)	Limits During any Work/Suspension Period		29
			(d)	Restrictions Imposed for Administrative Convenience		30
		(3)	No Advances After Certain Dates			30
	(D)	Breakage Costs for Construction Advances Requested But Not Taken				30
	(E)	No Third Party Beneficiaries				30
	(F)	No Waiver				30
5	Application of Insurance and Condemnation Proceeds					30
	(A)	Collection and Application Generally				30
	(B)	Advances of Escrowed Proceeds to LRC				31
	(C)	Status of Escrowed Proceeds After Commencement of the Term of the Lease				31
	(D)	Special Provisions Applicable After a 97-10/Meltdown Event or Event of Default				32
	(E)	LRC’s Obligation to Restore				32

(iii)

TABLE OF CONTENTS
(Continued)

				Page
	(F)	Special Provisions Concerning a Complete Taking			32
	(G)	Preservation of LRC’s Right to Receive Construction Advances			32
6	Notice of Cost Overruns and Pre-lease Force Majeure Events				33
	(A)	Notice of Projected Cost Overruns			33
	(B)	Pre-lease Force Majeure Event Events and Notices			33
7	Suspension and Termination of LRC’s Work				33
	(A)	Rights and Obligations During a Work/Suspension Period			33
	(B)	LRC’s Election to Terminate LRC’s Work			33
	(C)	BNPPLC’s Election to Terminate LRC’s Work			36
	(D)	Surviving Rights and Obligations			37
	(E)	Cooperation After a Termination of LRC’s Work			37
8	LRC’s Obligation for a 97-10/Prepayment				39
9	Indemnity for Covered Construction Period Losses				39
	(A)	Covenant to Indemnify Against Covered Construction Period Losses			39
	(B)	Certain Losses Included or Excluded			41
		(1)	Environmental		41
		(2)	Failure to Maintain a Safe Work Site		41
		(3)	Failure to Complete Construction		41
		(4)	Fraud		41
		(5)	Excluded Taxes and Other Exclusions		42
		(6)	Action or Omission of Tenant Under Existing Space Lease		42
	(C)	Express Negligence Protection			42
	(D)	Survival of Indemnity			43
	(E)	Due Date for Indemnity Payments			43
	(F)	Order of Application of Payments			44
	(G)	Defense of BNPPLC			44
		(1)	Assumption of Defense		44
		(2)	Indemnity Not Contingent		44
	(H)	Notice of Claims			44
	(I)	Settlements Without the Prior Consent of LRC			45
		(1)	Election to Pay Reasonable Settlement Costs in Lieu of Actual		45
		(2)	Conditions to Election		45
		(3)	Indemnity Survives Settlement		45

(iv)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Description of the Construction Project and Budget
Exhibit C	Construction Advance Request Form
Exhibit D	Pre-lease Force Majeure Event Notice
Exhibit E	Notice of Termination by LRC’s Work
Exhibit F	Notice of LRC’s Intent to Terminate
Exhibit G	Notice of Increased Funding Commitment by BNPPLC
Exhibit H	Notice of Increased Time Commitment by BNPPLC
Exhibit I	Notice of Rescission of LRC’s Intent to Terminate

(v)

CONSTRUCTION AGREEMENT
(LIVERMORE/PARCEL 6)

     This CONSTRUCTION AGREEMENT (LIVERMORE/PARCEL 6) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION(“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transaction contemplated in the other Operative Documents, contemporaneously with this Agreement BNPPLC is acquiring the Land described in Exhibit A and other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Livermore/Parcel 6) (the “Lease”), pursuant to which the parties expect that LRC will lease the Land described in Exhibit A and other Property from BNPPLC for a lease term that will commence on the Completion Date (as defined below).

     In anticipation of the construction of new or additional Improvements for LRC’s use pursuant to the Lease, BNPPLC and LRC have agreed upon the terms and conditions upon which BNPPLC is willing to authorize LRC to arrange and manage such construction and upon which BNPPLC is willing to provide funds for such construction, and by this Agreement BNPPLC and LRC desire to evidence such agreement.

ENGAGEMENT AND AUTHORIZATION

     Subject to the terms and conditions set forth in this Agreement, BNPPLC does hereby engage and authorize LRC — and LRC does hereby accept such engagement and authorization, as an independent contractor for BNPPLC — to construct the Construction Project on the Land and to manage such construction for BNPPLC as BNPPLC’s construction agent. As more particularly provided in subparagraph 2(A)(2) below, LRC will have full and exclusive rights of

access to the Land and all Improvements on the Land to accomplish such construction. However, the rights and authority granted to LRC by this Agreement are expressly made subject and subordinate to the terms and condition hereinafter set forth and to the Permitted Encumbrances and to any other claims or encumbrances affecting the Land or the Property that may be asserted by third parties other than Liens Removable by BNPPLC.

GENERAL TERMS AND CONDITIONS

1 Additional definitions. As used in this Agreement, capitalized terms defined above will have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not defined herein will have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms will have the following respective meanings:

     “97-10/Meltdown Event” means any of the following:

     (a) LRC gives a Notice of LRC’s Intent to Terminate and thereafter (i) fails to rescind the same as described in subparagraph 7(B)(7) within ten days after BNPPLC responds with any Increased Commitment, or (ii) gives a Notice of Termination by LRC as provided in subparagraph 7(B)(1); or

     (b) LRC gives a notice to terminate the Supplemental Payment Obligation imposed by the Purchase Agreement as described in subparagraph 6(A) of the Purchase Agreement; or

     (c) BNPPLC gives notice to LRC as described in subparagraph 7(C) to cause a Termination of LRC’s Work; or

     (d) LRC fails for any reason whatsoever to substantially complete the Construction Project and give a Completion Notice to BNPPLC prior to the Target Completion Date; or

     (e) for any reason whatsoever (including the accrual of Carrying Costs), the Funded Construction Allowance exceeds the Maximum Construction Allowance.

“97-10/Prepayment” means a payment to BNPPLC required by Paragraph 8, which will equal eighty-nine percent (89%) of the aggregate of all 97-10/Project Costs paid or

 Construction Agreement (Livermore/Parcel 6) — Page 2

incurred on or prior to the date of such payment, less amounts (if any) then owed by BNPPLC to LRC pursuant to this Agreement as reimbursements for Reimbursable Construction Period Costs paid by LRC and not theretofore reimbursed.

“97-10/Project Costs” means all of the following, but without duplication of any item, including any of the following paid or reimbursed from the Initial Advance:

     (a) the net purchase price paid by BNPPLC to acquire the Land and existing Improvements;

     (b) costs incurred for the Work, including not only hard costs incurred for the new Improvements described in Exhibit B, but also the following costs to the extent reasonably incurred in connection with the Construction Project:

• soft costs, such as architectural fees, engineering fees and fees and costs paid in connection with obtaining project permits and approvals required by Governmental Authorities or any Permitted Encumbrance,

• site preparation costs, and

• costs of offsite and other public improvements required as conditions of governmental approvals for the Construction Project or required by any Permitted Encumbrances;

     (c) costs incurred to maintain insurance required by (and consistent with the requirements of) this Agreement prior to the Completion Date;

     (d) Local Impositions that have accrued or become due prior to the Completion Date;

     (e) Accrued Construction Period Interest Expense; and

     (f) any costs in addition to those described in clauses (a) through (e) preceding that GAAP (as it exists on the Effective Date) would allow BNPPLC to capitalize as part of the cost of the Property or that the 97-10/Pronouncement would allow BNPPLC to characterize as project costs, including cancellation or termination fees or other compensation payable by LRC or BNPPLC pursuant to any contract concerning the Construction Project made by LRC or BNPPLC with any general contractor, architect, engineer or other third party because of any election by LRC or BNPPLC to cancel or terminate such contract.

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However, notwithstanding the foregoing, 97-10/Project Costs will not include Pre-lease Force Majeure Losses, Commitment Fees, the Arrangement Fee, any Administrative Fee or any legal fees which are included in Transaction Expenses. Further, 97-10 Project Costs will not include costs incurred to satisfy any Existing Space Lease to the extent such cost would not have been incurred but for such Existing Space Lease. (Thus, for example, costs of providing any required janitorial service to a tenant under an Existing Space Lease would not be included. In contrast, a Local Imposition that must be paid irrespective of the requirements of any Existing Space Lease may qualify as a 97-10/Project Cost even if payment of such Local Imposition is required by an Existing Space Lease.)

“97-10/Pronouncement” means the pronouncement issued by the Emerging Issues Task Force of the Financial Accounting Standards Board in 1998 titled “EITF 97-10: The Effect of Lessee Involvement in Asset Construction”, which provides that certain kinds of involvement by a lessee in pre-lease commencement construction will cause the lessee to be considered as the owner of the leased property during the construction period and then will require application of the appropriate sale and leaseback accounting rules.

“Accrued Construction Period Interest Expense” means interest that has accrued and that BNPPLC has paid or is obligated to pay on Funding Advances used to pay or reimburse 97-10/Project Costs for any period prior to the Completion Date. Subject to the limitations and qualifications set out below in this definition:

(1) Accrued Construction Period Interest Expense will include a percentage, equal to the aggregate Percentages of all Participants (under and as defined in the Participation Agreement), of Carrying Costs and Commitment Fees that are added to the Outstanding Construction Allowance as provided in this Agreement, it being understood that the additional amounts BNPPLC must pay to the Participants under the Participation Agreement because of the accrual of Carrying Costs and Commitment Fees effectively constitute construction period interest on advances the Participants make to BNPPLC under the Participation Agreement.

(2) Accrued Construction Period Interest Expense will also include any interest and other finance charges that accrue prior to the Completion Date because of Funding Advances provided to BNPPLC by BNPPLC’s Parent in the form of loans.

However, the interest and other finance charges accruing on Funding Advances provided by BNPPLC’s Parent and included in Accrued Construction Period Interest Expense will not in any event exceed the portion of Carrying Costs attributable to the percentage of the Lease Balance funded or maintained by such Funding Advances, computed as if such

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Carrying Costs accrued at a per annum rate equal to LIBOR (i.e., before the addition of the Secured Spread as provided in subparagraph 3(B)). Further, Accrued Construction Period Interest Expense will not include any Carrying Costs (or the corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) that accrue from time to time in respect of the portion of the Lease Balance which exceeds the outstanding 97-10/Project Costs. For example, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs (or any corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) because of the inclusion in the Lease Balance of the Arrangement Fee, Administrative Fees or other amounts excluded from 97-10/Project Costs as described in the last paragraph of the definition thereof set out above. Without limiting the foregoing, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs included in Pre-lease Force Majeure Losses (as set forth in the definition thereof below) or interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent because of the accrual of such portion of Carrying Costs.

“Administrative Fee” has the meanings indicated in subparagraph 3(A) and subparagraph 3(D).

“Affiliate’s Contract” has the meaning indicated in subparagraph 2(A)(2)(b)2).

“Arrangement Fee” has the meaning indicated in subparagraph 3(A).

“Capital Adequacy Charges” has the meaning indicated in subparagraph 3(E)(1).

“Carrying Costs” has the meaning indicated in subparagraph 3(B).

“Commitment Fees” has the meaning indicated in subparagraph 3(C).

“Complete Taking” means a taking by eminent domain prior to the Completion Date over LRC’s objection of all of the Land or the Property, or so much thereof as to make it impossible to complete the Construction Project for its intended uses on the Land regardless of any Scope Changes BNPPLC may be willing to approve or any Increased Commitment that BNPPLC may be willing to provide.

“Completion Date” means the date upon which LRC gives the notice to BNPPLC which is required by subparagraph 2(B), after having substantially completed the Construction Project and having obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

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“Completion Notice” means the notice required by subparagraph 2(B) from LRC to BNPPLC, advising BNPPLC that LRC has substantially completed construction of the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

“Construction Advances” means actual advances of funds made by or on behalf of BNPPLC to or on behalf of LRC as provided in Paragraph 4, which sets forth LRC’s rights to receive advances for Reimbursable Construction Period Costs. The term “Construction Advances” will not, however, include advances of insurance proceeds, condemnation proceeds or other Escrowed Proceeds to pay or reimburse costs of repairs or restoration.

“Construction Advance Request” has the meaning indicated in subparagraph 4(C)(1).

“Construction Allowance” means the allowance to be provided by BNPPLC for the design and construction of the Construction Project, against which and from which Carrying Costs, Construction Advances and other amounts will be or may be charged and paid as provided in various provisions of this Agreement (including Paragraphs 3 and 4).

“Construction Budget” means the budget for the Construction Project set forth in Exhibit B.

“Construction Project” means the new buildings or other substantial Improvements to be constructed, or the alteration of existing Improvements, as described generally in Exhibit B.

“Covered Construction Period Losses” has the meaning indicated in subparagraph 9(A).

“Defective Work” has the meaning indicated in subparagraph 2(A)(2)(e).

“FOCB Notice” means a notice from BNPPLC to LRC advising LRC of any of the following events or circumstances, and also advising LRC that because of any of the following events or circumstances BNPPLC will be entitled to make the election described in subparagraph 7(C), which will constitute a Termination of LRC’s Work and a 97-10/Meltdown Event:

     (1) LRC has taken action to cancel or terminate or reduce the coverage available to BNPPLC under the builder’s risk insurance obtained for the Construction

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Project as required by this Agreement, or LRC has otherwise failed to maintain any insurance or to provide insurance certificates to BNPPLC as required by this Agreement and not cured such failure within ten days after receiving notice thereof, or

     (2) LRC has given any Pre-lease Force Majeure Event Notice to BNPPLC, or

     (3) an Event of Default has occurred and is continuing; or

     (4) a Work/Suspension Event has occurred and not been rectified by LRC.

“Force Majeure Event” means (A) any taking of any part of the Property by eminent domain prior to the Completion Date, and (B) any damage to the Improvements or disruption of the Work that occurs prior to the Completion Date, excluding, however, any damage or disruption that would not have occurred or been suffered but for any act or any omission of LRC or of any LRC’s contractors or subcontractors during the period prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C) or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project. Force Majeure Events will include, for example and without limitation damage to the Improvements or disruption of the Work caused by fire, or acts of God (such as flood, lightning, earthquake or hurricane), war, strikes and other labor disputes, riot or similar civil disturbance, or any act or omission (which is not requested or authorized by LRC) of any tenant (or of a tenant’s employees or of any other party acting under such tenant’s control or with the approval or authorization of such tenant) under an Existing Space Lease; but only to the extent such damage or disruption is beyond the control of and not caused in whole or in part by negligence, illegal acts or willful misconduct on the part of LRC or of its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC.

“Funded Construction Allowance” means on any day the Outstanding Construction Allowance on that day, including all Construction Advances and Carrying Costs added to the Outstanding Construction Allowance on or prior to that day, plus the amount of any Qualified Prepayments deducted on or prior to that day in the calculation of such Outstanding Construction Allowance.

“Future Work” has the meaning indicated in subparagraph 4(C)(2)(b).

“Increased Cost Charges” has the meaning indicated in subparagraph 3(E)(1).

“Increased Commitment” has the meaning indicated in subparagraph 7(B)(6).

“Increased Funding Commitment” has the meaning indicated in

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subparagraph 7(B)(6)(a).

“Increased Time Commitment” has the meaning indicated in subparagraph 7(B)(6)(b).

“Initial Advance” has the meaning indicated in subparagraph 3(A).

“LRC’s Estimate of Force Majeure Delays” has the meaning indicated in subparagraph 7(B)(4).

“LRC’s Estimate of Force Majeure Excess Costs” has the meaning indicated in subparagraph 7(B)(3).

“Maximum Construction Allowance” means an amount equal to the difference computed by subtracting the Initial Advance from $32,375,000, as such amount may be increased from time to time by any Increased Funding Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“Notice of LRC’s Intent to Terminate” has the meaning indicated in subparagraph 7(B)(2).

“Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” has the meaning indicated in subparagraph 7(B)(5).

“Notice of Termination by LRC” has the meaning indicated in subparagraph 7(B)(1).

“Outstanding Construction Allowance” means, as of any date, the difference (but not less than zero) of (A) the total Construction Advances made by or on behalf of BNPPLC on or prior to such date in question, plus (B) all Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges added on or prior to the date as provided in Paragraph 3, less (C) any funds received and applied as Qualified Prepayments on or prior to such date.

“Pre-lease Casualty” has the meaning indicated in subparagraph 2(A)(2)(a).

“Pre-lease Force Majeure Delays” means delays in the completion of the Work to the extent (but only to the extent) caused by a Pre-lease Force Majeure Event.

“Pre-lease Force Majeure Event” means a Force Majeure Event that occurs prior to the Completion Date; provided, however, that if LRC does not notify BNPPLC of any such Force Majeure Event by the delivery of a Pre-lease Force Majeure Event Notice within thirty days after the Force Majeure Event first occurs or commences, then such Force

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Majeure Event will not qualify as a “Pre-lease Force Majeure Event” for purposes of this Agreement or the other Operative Documents.

“Pre-lease Force Majeure Event Notice” has the meaning indicated in subparagraph 6(B).

“Pre-lease Force Majeure Excess Costs” means the amount (if any) by which the increases in the costs of the Work resulting directly and solely from a Pre-lease Force Majeure Event (such as, for example, the costs of repairing damage to the Improvements caused by a Pre-lease Force Majeure Event) exceed the amounts available to pay or reimburse LRC for such increased costs. Amounts available to pay or reimburse such increased costs will include (a) insurance proceeds or any recovery from a third party (including any Escrowed Proceeds held by BNPPLC), and (b) any part of the Construction Allowance (including any unused contingency amount in the Construction Budget) not used or needed to cover other Reimbursable Construction Period Costs.

“Pre-lease Force Majeure Losses” means any of the following Losses resulting from any taking of the Property, damage to the Improvements or disruption of the Work which constitutes a Pre-lease Force Majeure Event:

     (a) the costs of repairing any such damage to the extent that such costs have, as of the date of any required determination of Pre-lease Force Majeure Losses, been paid or reimbursed from a Construction Advance (and thus are included in the Lease Balance as of that date), to be distinguished from costs of repairs paid or reimbursed from insurance proceeds or from any recovery from a third party;

     (b) any diminution in the value of the Property resulting from any such taking or resulting from any such damage that has not, as of the date of the required determination of Pre-lease Force Majeure Losses, been repaired;

     (c) any increase in the total amount of Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges (and any other amounts) added to the Lease Balance as provided in Paragraph 3 solely by reason of Pre-lease Force Majeure Delays; and

     (d) to the extent not already included in the increase described in the preceding clause, all increases in Carrying Costs that are attributable to the amounts included in Pre-lease Force Majeure Losses pursuant to the preceding clause (a);

but in each case such amounts will constitute Pre-lease Force Majeure Losses only to the extent, if any, that they are not offset by condemnation or insurance proceeds which are

 Construction Agreement (Livermore/Parcel 6) — Page 9

(1) paid by reason of such Pre-lease Force Majeure Event (including insurance proceeds paid to compensate BNPPLC or LRC for increased financing costs, the lost time value of BNPPLC’s investment in the Project or business interruption) and (2) applied as a Qualified Prepayment to reduce the Lease Balance.

It is understood that costs of repairing damage caused by a Pre-lease Force Majeure Event which are not covered by insurance proceeds by reason of an insurance policy deductible permitted by the Minimum Insurance Requirements, and thus are paid or reimbursed from a Construction Advance instead, will constitute Pre-Lease Force Majeure Losses.

Also, for purposes of this definition, the diminution in the value of the Improvements, as described in the preceding clause (b), because of any damage that constitutes a Pre-lease Force Majeure Event will not exceed the amount thereof estimated in good faith by any independent appraiser or insurance adjuster engaged by BNPPLC to determine such amount after BNPPLC has received a Pre-lease Force Majeure Event Notice as provided in subparagraph 6(B), nor will it exceed the cost of repairing the damage as estimated in good faith by any such independent insurance adjuster or as indicated by any bona fide written bid to make the repairs that BNPPLC obtains from a reputable contractor capable of making the repairs.

“Prior Work” has the meaning indicated in subparagraph 4(C)(2)(b).

“Projected Cost Overruns” means the excess (if any), calculated as of the date of each Construction Advance Request, of (1) the total of projected Reimbursable Construction Period Costs yet to be incurred or for which LRC has yet to be reimbursed hereunder (including projected Reimbursable Construction Period Costs for Future Work), over (2) the balance of the remaining Construction Allowance then projected to be available to cover such costs. The balance of the remaining Construction Allowance then projected to be available will equal: (i) the amount (if any) by which the Maximum Construction Allowance exceeds the Funded Construction Allowance, plus (ii) any Escrowed Proceeds then available or expected to be available to cover costs of repairs and restoration that LRC will perform as part of the Work after a casualty or condemnation, less (iii) all projected future Carrying Costs, Commitment Fees, Administrative Fees and other amounts to be added to the Outstanding Construction Allowance as provided in Paragraph 3.

“Reimbursable Construction Period Costs” has the meaning indicated in subparagraph 4(A).

“Remaining Proceeds” has the meaning indicated in subparagraph 5(A).

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“Scope Change” means a change to the Construction Project that, if implemented, will make the quality, function or capacity of the Improvements “materially different” (as defined below in this subparagraph) than as described or inferred by the site plan or plans and renderings referenced in Exhibit B. The term “Scope Change” is not intended to include the mere refinement, correction or detailing of the site plan, plans or renderings submitted to BNPPLC by LRC. As used in this definition, a “material difference” means a difference that could reasonably be expected to (a) cause the Lease Balance to exceed the fair market value of the Property when the Construction Project is completed and all Construction Advances required in connection therewith have been funded, or significantly increase any such excess, (b) change the general character of the Improvements from that needed to accommodate the uses to be permitted by subparagraph 2(A) of the Lease, or (c) cause or exacerbate Projected Cost Overruns.

“Target Completion Date” means the date which is the last day of the 18^th calendar month following the Effective Date, as such date may be extended from time to time by any Increased Time Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“Termination of LRC’s Work” means a termination of LRC’s rights and obligations to continue the Work because of an election to terminate made by LRC pursuant to subparagraph 7(B) or because of an election by BNPPLC made pursuant to subparagraph 7(C).

“Third Party Contract” has the meaning indicated in subparagraph 2(A)(2)(b)1).

“Third Party Contract/Termination Fees” means any amounts, however denominated, for which LRC will be obligated under a Third Party Contract as a result of any election or decision by LRC to terminate such Third Party Contract, including demobilization costs; provided, however, amounts payable only by reason of Prior Work as of the date of any such termination will not be characterized as Third Party Contract/Termination Fees. If LRC reserves an absolute express right in a Third Party Contract to terminate such contract at any time, without cause, for a specified U.S. dollar amount, such amount will constitute a Third Party Contract/Termination Fee. If no such right is reserved in a Third Party Contract, the amount of damages that LRC is required to pay (in addition to payments required for Prior Work) upon a repudiation of the Third Party Contract by LRC will qualify as a “Third Party Contract/Termination Fee” applicable to such contract for purposes of this Agreement.

“Timing or Budget Shortfall” means that, as of any time prior to the Completion Date, (i) the remaining available Construction Allowance will not be sufficient to cover

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Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances (x) because the cost of the Work exceeds budgeted expectations (resulting in Projected Cost Overruns) through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC, (y) because of any Pre-lease Force Majeure Event or (z) because LRC can no longer satisfy conditions to BNPPLC’s obligation to provide further Construction Advances, or (ii) the Work will not be substantially completed prior to the Target Completion Date through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC. As used in this definition with respect to any party, the term “fault” will not include inadequate estimation of time or dollars unless shown to be caused by the negligence or willful misconduct of that party.

“Work” has the meaning indicated in subparagraph 2(A)(2)(a).

“Work/Suspension Event” means any of the following:

     (1) Projected Cost Overruns have become more likely than not, in BNPPLC’s good faith judgment (taking into account any notices or Construction Draw Requests from LRC indicating that a Pre-lease Force Majeure Event may result in Projected Cost Overruns), and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (2) Delays in the Work (including any delays resulting from damage to the Property by fire or other casualty or from any taking of the Property by eminent domain) have made it substantially unlikely, in BNPPLC’s good faith judgment, that LRC will be able to complete the Construction Project in accordance with the requirements of this Agreement prior to the Target Completion Date using only the funds available to LRC under this Agreement, and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (3) With respect to any Construction Advance, BNPPLC has requested, but LRC has failed to provide within thirty days after receipt of the request: (1) invoices, requests for payment from contractors and other evidence reasonably establishing that the costs and expenses for which LRC has requested or is requesting reimbursement constitute actual Reimbursable Construction Period Costs, and (2) canceled checks, lien waivers or other evidence reasonably establishing that all prior Construction Advances paid to LRC have been used by LRC to pay the Reimbursable Construction Period Costs for which the prior advances were requested and made.

“Work/Suspension Notice” means a notice from BNPPLC to LRC advising LRC of any event or circumstances that constitute a Work/Suspension Event and advising LRC that (1) before the Work/Suspension Event is rectified BNPPLC may limit Construction

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Advances to LRC as permitted by this Agreement, and (2) unless LRC does rectify the Work/Suspension Event within thirty days after LRC’s receipt of such notice, BNPPLC may elect to send an FOCB Notice in anticipation of a Termination of LRC’s Work.

“Work/Suspension Period” means any period (1) beginning with the date of any Work/Suspension Notice, FOCB Notice or Notice of LRC’s Intent to Terminate, and (2) ending on the earlier of (a) the first date upon which (i) no Work/Suspension Events are continuing, (ii) all previous FOCB Notices and Notices of LRC’s Intent to Terminate (if any) have been rescinded, and (iii) no 97-10/Meltdown Events have occurred, or (b) the effective date of any Termination of LRC’s Work as described in subparagraph 7(B) or subparagraph 7(C).

2 Construction and Management of the Property by LRC.

     (A) The Construction Project.

     (1) Construction Approvals by BNPPLC.

     (a) Preconstruction Approvals by BNPPLC. LRC has submitted and obtained BNPPLC’s approval of the site plan and descriptions of the Construction Project referenced in Exhibit B. Also set forth in Exhibit B is a general description of the Construction Project. The Construction Project, as constructed by LRC pursuant to this Agreement, and all construction contracts and other agreements executed or adopted by LRC in connection therewith, must not be inconsistent in any material respect with the plans or other items referenced in Exhibit B, except to the extent otherwise provided by any Scope Change approved by BNPPLC.

     (b) Approval of Scope Changes. Before making a Scope Change, LRC must provide to BNPPLC a reasonably detailed written description of the Scope Change, a revised Construction Budget and a copy of any changes to the drawings, plans and specifications for the Improvements required in connection therewith, all of which must be approved in writing by BNPPLC before the Scope Change is implemented. After receiving such items, BNPPLC will endeavor in good faith to promptly respond to any request by LRC for approval of the Scope Change. BNPPLC will not, however, be liable for any failure to provide a prompt response. Further, BNPPLC’s approval will not in any event constitute a waiver of subparagraph 2(A)(3) or of any other provision of this Agreement or other Operative Documents.

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     (2) LRC’s Rights of Access and to Control Construction. Subject to the terms and conditions set forth in this Agreement, and prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C), LRC will have full access to the Land and all Improvements on the Land to the exclusion of BNPPLC or others claiming through BNPPLC (except as provided in subparagraph 2(G)) and will have the sole right to control and the sole responsibility for the design and construction of the Construction Project, including the means, methods, sequences and procedures implemented to accomplish such design and construction. Although title to all Improvements will vest in BNPPLC (as more particularly provided in subparagraph 2(C)), BNPPLC’s obligation with respect to the Construction Project will be limited to the making of advances under and subject to the conditions set forth in this Agreement. Without limiting the foregoing, LRC acknowledges and agrees that:

     (a) Performance of the Work. Except as provided in subparagraphs 7(A) and 7(D), LRC must, using commercially reasonable efforts and in an expeditious and economical manner not inconsistent with the interests of BNPPLC, perform or cause to be performed all work required, and must provide or cause to be provided all supplies and materials required, to demolish and remove existing Improvements on the Property (as appropriate to accommodate the new Improvements to be constructed) and to design and complete construction of the Construction Project (collectively, the “Work”) no later than the Target Completion Date. The Work will include obtaining all necessary building permits and other governmental approvals required in connection with the design and construction of the Construction Project, or required in connection with the use and occupancy thereof (e.g., certificates of occupancy). The Work will also include any repairs or restoration required because of damage to Improvements by fire or other casualty prior to the Completion Date (a “Pre-lease Casualty”); provided, however, the cost of any such repairs or restoration will be subject to reimbursement not only through Construction Advances made to LRC on and subject to the terms and conditions of this Agreement, but also through the application of Escrowed Proceeds as provided in Paragraph 5; and, provided further, like other Work, any such repairs and restoration to be provided by LRC will be subject to subparagraphs 7(A) and 7(B), which establish certain rights of LRC to suspend or discontinue any Work. LRC will carefully schedule and supervise all Work, will check all materials and services used in connection with all Work and will keep full and detailed accounts as may be necessary to document expenditures made or expenses incurred for the Work.

     (b) Third Party Contracts.

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     1) LRC will not enter into any construction contract or other agreement with a third party concerning the Work or the Construction Project (a “Third Party Contract”) in the name of BNPPLC or otherwise purport to bind BNPPLC to any obligation to any third party.

     2) In any Third Party Contract between LRC and any of its Affiliates (an “Affiliate’s Contract”) LRC must reserve the right to terminate such contract at any time, without cause, and without subjecting LRC to liability for any Third Party Contract/Termination Fee. Further, LRC must not enter into any Affiliate’s Contract that obligates LRC to pay more than would be required under an arms-length contract or that would require LRC to pay its Affiliate any amount in excess of the sum of actual, out-of-pocket direct costs and internal labor costs incurred by the Affiliate to perform such contract.

     (c) Adequacy of Drawings, Specifications and Budgets. BNPPLC has not made and will not make any representations as to the adequacy of the Construction Budget or any other budget or any site plans, renderings, plans, drawings or specifications for the Construction Project, and no modification of any such budgets, site plans, renderings, plans, drawings or specifications that may be required from time to time will entitle LRC to any adjustment in the Construction Allowance.

     (d) Existing Condition of the Land and Improvements. LRC is familiar with the conditions of the Land and any existing Improvements on the Land. LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance or for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work by reason of any condition (concealed or otherwise) of or affecting the Land or Improvements.

     (e) Correction of Defective Work. LRC will promptly correct all Work performed prior to any Termination of LRC’s Work that does not comply with the requirements of this Agreement for any reason other than a Pre-lease Casualty (“Defective Work”). If LRC fails to correct any Defective Work or fails to carry out Work in accordance with this Agreement, BNPPLC may (but will not be required to) order LRC to stop all Work until the cause for such failure has been eliminated.

     (f) Clean Up. Upon the completion of all Work, LRC will remove all waste material and rubbish from and about the Land, as well as all tools, construction equipment, machinery and surplus materials. LRC will keep the Land and the Improvements thereon in a reasonably safe and sightly condition as

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     Work progresses.

     (g) No Damage for Delays. LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance by reason of any delay in the performance of any Work. Nor will LRC have any claim for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work because of any such period of delay, except that (i) in the case of any Pre-lease Force Majeure Delays, LRC will have certain rights as set forth in subparagraph 7(B) and other provisions of this Agreement, and (ii) in the event of intentional interference with the Work by BNPPLC itself for which LRC provides written notice to cease, LRC will be entitled to an extension of the deadline specified in subparagraph 2(A)(2)(a) as needed because of any delays resulting from such intentional interference. It is also understood that any such intentional interference by BNPPLC will constitute a Force Majeure Event. In no event, however, will BNPPLC’s exercise of its rights and remedies permitted under this Agreement or the other Operative Documents be construed as intentional interference with LRC’s performance of any Work; and thus neither BNPPLC’s exercise of its right to withhold Construction Advances at any time when LRC has failed to satisfy all conditions herein to such advances, nor BNPPLC’s exercise of its right to terminate Work by LRC as provided in subparagraph 7(C), be considered as intentional interference with the Work or a Pre-lease Force Majeure Event.

     (h) No Other Fees to LRC. Except as provided in the next subparagraph, LRC will have no claim under this Agreement for any fee or other compensation or for any reimbursement of internal administrative or overhead expenses (other than the out-of-pocket overhead expenses properly included in the Construction Budget, if any), it being understood that LRC is executing this Agreement in consideration of the rights expressly granted to it herein and in the other Operative Documents.

     (i) Administration of Existing Space Leases. Prior to any Termination of LRC’s Work, LRC’s rights under this Agreement will extend to and include the right to enforce and administer Existing Space Leases and to receive and enjoy all benefits conferred upon BNPPLC by the Existing Space Leases, including the right to receive rents thereunder as they become due. Without limiting the foregoing, LRC may (on behalf of BNPPLC) exercise any right to terminate any Existing Space Lease provided therein in the event of a default by the tenant thereunder. LRC must apply all rents paid to it under the Existing Space Leases prior to the Completion Date in the following order: (A) first, to pay on behalf of BNPPLC the management fee due to LRC as described

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below in this subparagraph; (B) second, to pay any costs incurred to provide maintenance or repairs or services, if any, required of the landlord by the Existing Space Leases; (C) third, to reimburse BNPPLC for any Losses it may incur with respect to the Property or this Agreement, other than Covered Construction Period Losses for which BNPPLC is entitled to be indemnified by LRC pursuant to this Agreement. LRC must also pay any such rents not otherwise applied as provided in the preceding sentence, or needed by LRC to pay amounts described in the preceding sentence, over to BNPPLC for application as a Qualified Prepayment. As compensation for administering the Existing Space Leases during each calendar month or portion thereof after the Effective Date and prior to the Completion Date or any Termination of LRC’s Work, LRC will be entitled to the payment by or on behalf of BNPPLC of a management fee of three percent (3%) of the rents payable (whether or not collected) under the Existing Space Leases for such calendar month or portion thereof.

     (3) Quality of Work. LRC will cause the Work undertaken and administered by it pursuant to this Agreement to be performed (a) in a safe and good and workmanlike manner, (b) in accordance with Applicable Laws, and (c) in compliance with the provisions of this Agreement and the material provisions of the Permitted Encumbrances.

     (B) Completion Notice. Within fifteen Business Days after LRC substantially completes construction of the Construction Project and obtains any certificate of occupancy or other permit (temporary or permanent) required by Applicable Laws for the commencement of LRC’s use and occupancy of the Improvements, LRC must provide a notice (a “Completion Notice”) to BNPPLC, advising BNPPLC thereof, and thereby establish the Completion Date. For purposes of this Agreement and the other Operative Documents, BNPPLC will be entitled to rely without investigation upon any such notice given by LRC as evidence that LRC has, in fact, substantially completed the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements, and after giving any such notice LRC will be estopped from later claiming that the Completion Date has not occurred.

     (C) Status of Property Acquired With BNPPLC’s Funds. All Improvements constructed on the Land as provided in this Agreement will constitute “Property” for purposes of the Lease and other Operative Documents. Further, to the extent heretofore or hereafter acquired (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be considered as having been acquired on behalf of BNPPLC by LRC and will constitute “Property” for purposes of the Lease and other Operative Documents, as will all renewals or replacements of or substitutions for any

 Construction Agreement (Livermore/Parcel 6) — Page 17

such Property. The parties intend that title to the Improvements and to any other such Property will vest in BNPPLC without passing through LRC or LRC’s Affiliates before it is transferred to BNPPLC from contractors, suppliers, vendors or other third Persons, but with the understanding that all such Property will be accepted by BNPPLC subject to the terms and conditions of the other Operative Documents, including subparagraph 4(C)(1) of the Lease (concerning the characterization of the Lease and other Operative Documents for tax and certain other purposes). Although nothing herein constitutes authorization of LRC by BNPPLC to bind BNPPLC to any construction contract or other agreement with a third Person, any construction contract or other agreement executed by LRC for the acquisition or construction of Improvements or other components of the Property may, as LRC deems appropriate, provide for the direct transfer of title to BNPPLC as described in the preceding sentence.

     (D) Insurance.

     (1) Liability Insurance. Throughout the period prior to any Termination of LRC’s Work, LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements, which are set forth in an exhibit to the Common Definitions and Provisions Agreement. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) Property Insurance. Throughout the period prior to any Termination of LRC’s Work, LRC must also keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements. If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance has been required hereunder, (i) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (ii) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC for application as required by Paragraph 5, and (iii) BNPPLC may settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and

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is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds. If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 5 will apply.

     (3) Failure of LRC to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any insurance as required by this Agreement, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may charge the cost of such insurance against the Construction Allowance as if it were a Construction Advance paid to LRC as hereinafter provided.

     (4) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party for any and all Losses, to the extent that LRC is compensated by insurance or would be compensated by the insurance policies contemplated in this Agreement, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Agreement. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

     (E) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party must promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. Prior to any Termination of LRC’s Work, LRC must, if requested by BNPPLC, diligently prosecute any such proceedings and consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of condemnation with respect to the Property and all judgments, decrees and awards for injury or damage to the Property will be paid to BNPPLC as Escrowed Proceeds, and all such proceeds will be applied as provided in Paragraph 5. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, to settle and deliver valid acquittances for, or to challenge and to appeal from, any such judgment, decree or award concerning condemnation of any of the

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Property (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     (F) Additional Representations, Warranties and Covenants of LRC Concerning the Property. Without limiting the rights granted to LRC by other provisions of this Agreement to be reimbursed from Construction Advances for the cost of complying with the following, LRC represents, warrants and covenants as follows:

     (1) Payment of Local Impositions. Throughout the period prior to any Termination of LRC’s Work, LRC must pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Local Impositions. If requested by BNPPLC from time to time, LRC will furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions prior to the applicable delinquency date therefor.

Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Agreement because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof, or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (2) Operation and Maintenance. Throughout the period prior to any

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Termination of LRC’s Work, LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws and Existing Space Leases in all material respects and pay or cause to be paid all fees or charges of any kind in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, LRC must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and LRC must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Agreement, LRC must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any federal, state or other Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (3) Debts for Construction, Maintenance, Operation or Development. LRC

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must promptly pay or cause to be paid all debts and liabilities incurred by it or its contractors or subcontractors in the construction, maintenance, operation or development of the Property. Such debts and liabilities will include those incurred for labor, material and equipment and all debts and charges for utilities servicing the Property.

     (4) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances throughout the period prior to any Termination of LRC’s Work. LRC must not, without the prior consent of BNPPLC, enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions encumbering BNPPLC’s interest in the Property.

     (5) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for LRC’s construction and management of the Property as contemplated in this Agreement and must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

     (G) BNPPLC’s Right of Access.

     (1) Access Generally. BNPPLC and BNPPLC’s representatives may enter the Property at any time after reasonable prior notice to LRC for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Agreement or the other Operative Documents.

     (2) Failure of LRC to Perform. If LRC fails to perform any act or to take any action required of it by this Agreement or other Operative Documents, or to pay any money which LRC is required by this Agreement or other Operative Documents to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. (To the extent that expenses so incurred by BNPPLC, or money so paid by BNPPLC, qualify as Covered Construction Period Losses, LRC must pay the same to BNPPLC upon demand. If any such expenses incurred or money paid do not qualify as Covered Construction Period Losses, they will be included - with interest — in the Balance of Unpaid Covered Construction Period Losses under and as defined in the Purchase Agreement.) Further, BNPPLC, upon making such payment, will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which, under any

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provision of this Agreement or otherwise, LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work permitted by BNPPLC hereunder on or in the Property keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or its invitees by reason of BNPPLC’s performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Agreement and the other Operative Documents will not thereby be excused in any manner.

3 Amounts to be Added to the Lease Balance (in Addition to Construction Advances).

     (A) Initial Advance. Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to cover the (i) purchase price for the Property due pursuant to the Existing Contract, and (ii) certain Transaction Expenses and other amounts described in this subparagraph. The amount of the Initial Advance, which will be included in the Lease Balance, may be confirmed by a separate closing certificate executed by LRC as of the Effective Date. An arrangement fee of as provided in the Closing Letter (the “Arrangement Fee”) and an initial administrative agency fee of as provided in the Closing Letter (an “Administrative Fee”) will all be paid from the Initial Advance (and thus be included in the Lease Balance). To the extent that BNPPLC does not itself use the entire the Initial Advance to pay the purchase price for the Property or Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to LRC, with the understanding that LRC will use any such amount advanced for one or more of the following purposes: (1) the reimbursement of any earnest money or other escrow or deposits funded by LRC under the Existing Contract, to the extent (if any) that such escrow or deposits are applied against the purchase price due to the Prior Owner rather than returned to LRC; (2) the payment or reimbursement of Transaction Expenses incurred by LRC and “soft costs” incurred by LRC in connection with the acquisition of the Property or the planning, design, engineering, construction and permitting of the Construction Project; or (3) the payment of other amounts due pursuant to the Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, LRC will make a reasonable effort to determine all prior deposits made and expenses incurred by it as described in clauses (1) and (2) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such deposits and expenses in addition to the net purchase price payable by BNPPLC to the Prior Owner, the Arrangement Fee, the initial Administrative Fee and all Transaction Expenses incurred by BNPPLC. However, no failure by LRC to identify and include all such deposits and expenses in the amount of the requested Initial Advance will preclude LRC from requesting reimbursement for the same through a subsequent Construction

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Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to Paragraph 4 will not be limited to those incurred after the Effective Date.)

     (B) Carrying Costs. For each Construction Period certain charges (“Carrying Costs”) will accrue and be added to the Outstanding Construction Allowance on the last day of such Construction Period (i.e., generally on the Advance Date upon which such Construction Period ends). If, however, for any reason the Lease Balance (and thus the Outstanding Construction Allowance included as a component thereof) must be determined as of any date between Advance Dates, the Outstanding Construction Allowance determined on such date will include not only Carrying Costs added on or before the immediately preceding Advance Date computed as described below, but also Carrying Costs accruing on and after such preceding Advance Date to but not including the date in question. Carrying Costs accruing for any Construction Period will be equal to:

• the amount equal on the first day of such Construction Period to the Lease Balance, times

• the sum of LIBOR and the Secured Spread for such Construction Period, times

• a fraction, the numerator of which is the number of days in such Construction Period and the denominator of which is three hundred sixty.

     (C) Commitment Fees. For each Construction Period additional charges (“Commitment Fees”) will accrue and be added to the Outstanding Construction Allowance on the last day of such Construction Period (i.e., generally on the Advance Date upon which such Construction Period ends). If, however, for any reason the Lease Balance (and thus the Outstanding Construction Allowance included as a component thereof) must be determined as of any date between Advance Dates, the Outstanding Construction Allowance determined on such date will include not only Commitment Fees added on or before the immediately preceding Advance Date computed as described below, but also Commitment Fees accruing on and after such preceding Advance Date to but not including the date in question. Commitment Fees for each Construction Period will be computed as follows:

• twenty basis points (20/100 of 1%), times an amount equal to:

(1) the Maximum Construction Allowance, less

(2) the Funded Construction Allowance on the first day of such Construction Period; times

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• the number of days in such Construction Period; divided by

• three hundred sixty.

     (D) Future Administrative Fees and Out-of-Pocket Costs. If the Completion Date does not occur prior to the first anniversary of the Effective Date, then on each anniversary of the Effective Date prior to the Completion Date, an annual administrative agency fee (also, an “Administrative Fee”) of the amount specified in the Closing Letter will be added to the Outstanding Construction Allowance by BNPPLC in the amount provided in the Term Sheet. Also, to the extent that BNPPLC incurs any out-of-pocket costs prior to the Completion Date with respect to the administration of or performance of its obligations under this Agreement or other Operative Documents (e.g., any Attorneys’ Fees or other costs incurred to evaluate lien releases and other information submitted by LRC with requests for Construction Advances), BNPPLC may add such costs to the Outstanding Construction Allowance from time to time.

     (E) Increased Cost Charges and Capital Adequacy Charges.

     (1) If after the Effective Date and prior to the Completion Date there is any increase in the cost to BNPPLC’s Parent or any Participant of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then BNPPLC may agree or become obligated to pay to BNPPLC’s Parent or such Participant, as the case may be, additional amounts (“Increased Cost Charges”) sufficient to compensate BNPPLC’s Parent or the Participant for such increased costs. Any Increased Cost Charges paid by BNPPLC or for which BNPPLC becomes obligated to pay, prior to the Completion Date, will be added to the Outstanding Construction Allowance by BNPPLC.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it and that the amount of such capital is increased by or based upon the existence of advances made or to be made to BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property or to make Construction Advances. To the extent that BNPPLC’s Parent or a Participant provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, and BNPPLC pays or becomes obligated to pay to BNPPLC’s Parent or such Participant the amount so demanded prior to the Completion Date, such amount will also be added to the Outstanding Construction Allowance by BNPPLC; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be

 Construction Agreement (Livermore/Parcel 6) — Page 25

paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 3(E), the Outstanding Construction Allowance will not be increased, over the objection of LRC, by reason of any claim for compensation made as provided in this subparagraph 3(E) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or its parent) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or its parent’s) creditworthiness, record keeping or failure to comply with Applicable Laws (including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation described in this subparagraph 3(E), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances..

4 Construction Advances.

     (A) Costs Subject to Reimbursement Through Construction Advances. Subject to the terms and conditions set forth herein, LRC will be entitled to a Construction Allowance, from which BNPPLC will make Construction Advances on Advance Dates from time to time to pay or reimburse LRC for the following costs (“Reimbursable Construction Period Costs”) to the extent the following costs are not already included in Transaction Expenses paid by BNPPLC from the Initial Advance:

     (1) the actual costs and expenses incurred or paid by LRC for the preparation, negotiation and execution of this Agreement and the other Operative Documents;

 Construction Agreement (Livermore/Parcel 6) — Page 26

     (2) costs of the Work, including not only hard costs incurred for the new Improvements described in Exhibit B, but also the following costs to the extent reasonably incurred in connection with the Construction Project:

• soft costs payable to third parties (whether or not incurred prior to the Effective Date), such as legal fees, architectural fees, engineering fees, construction management fees, transaction management fees and fees and costs paid in connection with obtaining project permits and approvals required by Governmental Authorities or any of the Permitted Encumbrances,

• site preparation costs, and

• costs of offsite and other public improvements required as conditions of governmental approvals for the Construction Project;

     (3) the cost of title insurance in favor of BNPPLC and of maintaining other insurance required by (and consistent with the requirements of) this Agreement prior to the Completion Date, and costs of repairing any damage to the Improvements caused by a Pre-lease Casualty to the extent such costs are not covered by Escrowed Proceeds made available to LRC as provided herein prior to the Completion Date;

     (4) Local Impositions that accrue or become due prior to the Completion Date;

     (5) reasonable and ordinary out-of-pocket costs of operating and maintaining the Property prior to the Completion Date in accordance with the requirements of this Agreement; and

     (6) Third Party Contract/Termination Fees, not to exceed in the aggregate ten percent (10%) of the Maximum Construction Allowance, payable by LRC in connection with any Third Party Contract between LRC and a Person not an Affiliate of LRC because of any election by LRC to cancel or terminate such contract during a Work/Suspension Period.

 Construction Agreement (Livermore/Parcel 6) — Page 27

     (B) Exclusions From Reimbursable Construction Period Costs. Notwithstanding anything herein to the contrary, BNPPLC will not be required to make any Construction Advance to pay or to reimburse or compensate LRC for Covered Construction Period Losses paid by LRC as provided in subparagraph 9(A) or for any of the following Losses which may be incurred by LRC or any other party:

     (1) Environmental Losses;

     (2) Losses that would not have been incurred but for any affirmative act taken by LRC or by any of LRC’s contractors or subcontractors, which act is contrary to the terms and conditions of this Agreement or the other Operative Documents (e.g., undertaking a Scope Change without prior authorization of BNPPLC);

     (3) Losses that would not have been incurred but for any fraud, misapplication of Construction Advances or other funds, illegal acts or willful misconduct on the part of LRC or its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC; and

     (4) Losses that would not have been incurred but for any bankruptcy proceeding involving LRC as the debtor.

     (C) Conditions to LRC’s Right to Receive Construction Advances. BNPPLC’s obligation to provide Construction Advances to LRC from time to time under this Agreement will be subject to the following terms and conditions, all of which terms and conditions are intended for the sole benefit of BNPPLC, and none of which will limit in any way the right of BNPPLC to treat costs or expenditures incurred or paid by or on behalf of BNPPLC as Construction Advances pursuant to subparagraph 8(A):

     (1) Construction Advance Requests. LRC must make a written request (a “Construction Advance Request”) for any Construction Advance, specifying the amount of such advance, at least five Business Days prior to the Advance Date upon which the advance is to be paid. To be effective for purposes of this Agreement, a Construction Advance Request must be in substantially the form attached as Exhibit C. LRC will not submit more than one Construction Advance Request in any calendar month.

 Construction Agreement (Livermore/Parcel 6) — Page 28

     (2) Amount of the Advances.

     (a) The Maximum Construction Allowance. LRC will not be entitled to require any Construction Advance that would cause the Funded Construction Allowance to exceed the Maximum Construction Allowance or that would increase the amount of any such excess.

     (b) Costs Previously Incurred by LRC. LRC will not be entitled to require any Construction Advance that would cause the aggregate of all Construction Advances to exceed the sum of:

     (i) Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred by LRC other than for Work (e.g., Local Impositions), plus

     (ii) the Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred for Prior Work as of the date of the Construction Advance Request in which LRC requests the advance.

As used in this Agreement, “Prior Work” means all labor and services actually performed, and all materials actually delivered to the construction site, as part of the Work in accordance with this Agreement prior to the date in question, and “Future Work” means labor and services performed or to be performed, and materials delivered or to be delivered, as part of the Work on or after the date in question. For purposes of this Agreement, LRC and BNPPLC intend to allocate Reimbursable Construction Period Costs between Prior Work and Future Work in a manner that is generally consistent with the allocations expressed or implied in construction-related contracts negotiated in good faith between LRC and third parties not affiliated with LRC (e.g., a construction contractor engaged by LRC); however, in order to verify the amount of Reimbursable Construction Period Costs actually paid or incurred by LRC and the proper allocation thereof between Prior Work and Future Work, BNPPLC will be entitled (but not required) to: (x) request, receive and review copies of such agreements between LRC and third parties and of draw requests, budgets or other supporting documents provided to LRC in connection with or pursuant to such agreements as evidence of the allocations expressed or implied therein, (y) from time to time engage one or more independent inspecting architects, certified public accountants or other appropriate professional consultants and, absent manifest error, rely without further investigation upon their reports and recommendations, and (z) without waiving BNPPLC’s right to challenge or verify allocations required with respect

 Construction Agreement (Livermore/Parcel 6) — Page 29

to future Construction Advances, rely without investigation upon the accuracy of LRC’s own Construction Advance Requests.

     (c) Limits During any Work/Suspension Period. Without limiting the other terms and conditions imposed by this Agreement for the benefit of BNPPLC with respect all Construction Advances, BNPPLC will have no obligation to make any Construction Advance during any Work/Suspension Period that would cause the aggregate of all Construction Advances to exceed the sum of:

     (i) Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred by LRC other than for Work (e.g., Local Impositions), plus

     (ii) the Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred for Prior Work as of the date the Work/Suspension Period commenced.

For purposes of computing the limits described in this subparagraph 4(C)(2)(c), Reimbursable Construction Period Costs “other than for Work” will include Third Party Contract/Termination Fees that qualify as Reimbursable Construction Period Costs pursuant to subparagraph 4(A)(6). However, as provided in subparagraph 4(A)(6), the amount of such Third Party Contract/Termination Fees subject to reimbursement will not in any event exceed ten percent (10%) of the Maximum Construction Allowance. If LRC fails to manage and administer Third Party Contracts as necessary to ensure that LRC can (at any point in time) terminate all such contracts without becoming liable for Third Party Contract/Termination Fees in excess of ten percent (10%) of the Maximum Construction Allowance, then the excess will be the responsibility of LRC.

     (d) Restrictions Imposed for Administrative Convenience. LRC will not request any Construction Advance (other than the final Construction Advance LRC intends to request) for an amount less than $1,000,000.

     (3) No Advances After Certain Dates. BNPPLC will have no obligation to make any Construction Advance (x) after the last Advance Date, (y) on or after the Designated Sale Date, or (z) on or after the effective date of any Termination of LRC’s Work pursuant to subparagraph 7(B) or subparagraph 7(C).

     (D) Breakage Costs for Construction Advances Requested But Not Taken. If LRC requests but thereafter declines to accept any Construction Advance, or if LRC requests a

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Construction Advance that it is not permitted to take because of its failure to satisfy any of the conditions specified in subparagraph 4(C), BNPPLC will be entitled to add any resulting Breakage Costs to the Outstanding Construction Allowance and the Lease Balance.

     (E) No Third Party Beneficiaries. No contractor or other third party will be entitled to require BNPPLC to make advances as a third party beneficiary of this Agreement, and nothing contained herein or in any of the other Operative Documents will be construed as an agreement obligating BNPPLC to make advances to anyone other than LRC itself.

     (F) No Waiver. No funding of Construction Advances and no failure of BNPPLC to object to any Work proposed or performed by or for LRC will constitute a waiver by BNPPLC of the requirements contained in this Agreement.

5 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application Generally. This Paragraph 5 will govern the application of proceeds received by BNPPLC or LRC from any third party prior to the commencement of the Term of the Lease (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g., damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Agreement or the Property. LRC will promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 5 which LRC may receive from any insurer, condemning authority or other third party. All proceeds covered by this Paragraph 5, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 5 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to pay or reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by

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BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 5, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in this Paragraph 5, prior to the Completion Date BNPPLC will hold all such Remaining Proceeds as Escrowed Proceeds until they are advanced to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Agreement. BNPPLC will so advance the Escrowed Proceeds as the applicable repair or restoration progresses and upon compliance by LRC with such conditions and requirements as may be reasonably imposed by BNPPLC, including conditions and requirements similar to those that set forth herein for the payment of Construction Advances. In no event, however, will BNPPLC be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair, restoration or replacement, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC.

     (C) Status of Escrowed Proceeds After Commencement of the Term of the Lease. Any Remaining Proceeds governed by this Paragraph 5 which BNPPLC is continuing to hold as Escrowed Proceeds when the Term of the Lease commences will be applied in accordance with the terms and conditions of the Lease as if received by BNPPLC immediately after the Term commenced.

     (D) Special Provisions Applicable After a 97-10/Meltdown Event or Event of Default. Notwithstanding the foregoing, after any 97-10/Meltdown Event and when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 5 and to apply all Remaining Proceeds, when and in such order and to such extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or any part of the Property is taken by eminent domain, LRC must to the maximum extent possible, as part of the Work, restore the Property or the remainder thereof and continue construction of the Construction Project on and subject to the terms and conditions set forth in this Agreement; provided, however, like other Work, any such restoration and continuation of construction by LRC will be subject to subparagraphs 7(A) and 7(B), which establish certain rights of LRC to suspend or discontinue any Work; and, provided further, any additional costs required to complete the Construction Project resulting from such a casualty or taking prior to the Completion Date will, to the extent not covered by Remaining Proceeds paid to LRC as provided

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herein, be subject to reimbursement by BNPPLC as Reimbursable Construction Period Costs on the same terms and conditions that apply to reimbursements of other costs of the Work hereunder.

     (F) Special Provisions Concerning a Complete Taking. LRC may react to any threat of a Complete Taking from a Governmental Authority by exercising LRC’s right to accelerate the Designated Sale Date (as provided in the definition thereof) and by exercising the Purchase Option under the Purchase Agreement. By so doing, LRC will put itself in a position to control condemnation proceedings and to receive all proceeds of the Complete Taking. If, however, LRC does not buy the Property pursuant to the Purchase Agreement prior to any Complete Taking, then BNPPLC will be entitled to receive and retain all amounts paid for the Property in connection with the Complete Taking, notwithstanding any contrary provision herein or in the other Operative Documents and notwithstanding that such proceeds may exceed the Lease Balance.

     (G) Preservation of LRC’s Right to Receive Construction Advances. Notwithstanding the foregoing, nothing in this Paragraph 5 (including limitations upon LRC’s rights to receive insurance or condemnation proceeds) is intended to limit or impair LRC’s rights, on and subject to the terms and conditions set forth in Paragraph 4, to receive Construction Advances as reimbursement for Reimbursable Construction Period Costs.

6 Notice of Cost Overruns and Pre-lease Force Majeure Events.

     (A) Notice of Projected Cost Overruns. If, at the time LRC submits any Construction Advance Request, LRC believes for any reason (including any damage to the Property by fire or other casualty or any taking of any part of the Property by eminent domain) that Projected Cost Overruns are more likely than not, LRC must state such belief in the Construction Advance Request and, if LRC can reasonably do so, LRC will estimate the approximate amount of such Projected Cost Overruns.

     (B) Pre-lease Force Majeure Event Events and Notices. LRC may from time to time provide a notice to BNPPLC in the form attached as Exhibit D (a “Pre-lease Force Majeure Event Notice”), describing any Pre-lease Force Majeure Event that has occurred or commenced within the 30 days prior to such notice and setting forth LRC’s preliminary good faith estimate of any Pre-lease Force Majeure Delays, Pre-lease Force Majeure Losses and Pre-lease Force Majeure Excess Costs that are likely to result from such event. BNPPLC will have the option to respond to any Pre-lease Force Majeure Event Notice with an FOCB Notice or, alternatively and if applicable, with an Increased Commitment as provided in subparagraph 7(B)(6).

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7 Suspension and Termination of LRC’s Work.

     (A) Rights and Obligations During a Work/Suspension Period. During any Work/Suspension Period, LRC will have the right to suspend the Work; however, the obligations of LRC which are to survive any Termination of LRC’s Work as provided in subparagraph 7(D) will continue and survive during any Work/Suspension Period.

     (B) LRC’s Election to Terminate LRC’s Work. LRC may elect to terminate its rights and obligations to continue Work at any time prior to the Completion Date if at such time LRC believes in good faith that a Timing or Budget Shortfall exists. To be effective, however, any such election by LRC must be made in accordance with the following provisions:

     (1) Any such election by LRC to terminate its rights and obligations to continue the Work must be made by notice to BNPPLC in the form of Exhibit E (a “Notice of Termination by LRC”).

     (2) At least forty-five days before giving any such Notice of Termination by LRC, LRC must give a notice of LRC’s intent to terminate to BNPPLC in the form of Exhibit F (a “Notice of LRC’s Intent to Terminate”), and the Notice of LRC’s Intent to Terminate must state the reasons, in LRC’s good faith determination, for the Timing or Budget Shortfall.

     (3) Without limiting the forgoing, prior to giving any Notice of Termination by LRC predicated upon LRC’s belief that the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of a Pre-lease Force Majeure Event, LRC must — after having notified BNPPLC of the such event by the delivery of a Pre-lease Force Majeure Event Notice in accordance with subparagraph 6(B) — expressly set forth such belief in the Notice of LRC’s Intent to Terminate as indicated in Exhibit F. In any such Notice of LRC’s Intent to Terminate, LRC must also specify its good faith estimate of the Pre-lease Force Majeure Excess Costs likely to be incurred (“LRC’s Estimate of Force Majeure Excess Costs”).

     (4) Similarly, prior to giving any Notice of Termination by LRC predicated upon LRC’s belief that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from a Pre-lease Force Majeure Event, LRC must — after having notified BNPPLC of such event by the delivery of a Pre-lease Force Majeure Event Notice in accordance with subparagraph 6(B) — expressly set forth such belief in the Notice of LRC’s Intent to Terminate as indicated in Exhibit F. In any such Notice of LRC’s Intent to Terminate, LRC must also specify its good faith estimate of the Pre-lease Force Majeure Delays

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likely to occur (“LRC’s Estimate of Force Majeure Delays”).

     (5) As used herein, a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” means any Notice of LRC’s Intent to Terminate that sets forth LRC’s belief, by the optional provisions contemplated in Exhibit F, that either or both: (a) the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of a Pre-lease Force Majeure Event, or (b) the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from a Pre-lease Force Majeure Event. Should any Termination of LRC’s Work occur before LRC sends a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event (in accordance with this subparagraph and in the form attached as Exhibit F), such Termination of LRC’s Work will, for purposes of determining whether any 97-10/Prepayment may be required pursuant to Paragraph 8, be conclusively presumed to have occurred for reasons other than a Pre-lease Force Majeure Event.

     (6) After receipt of any Notice of LRC’s Intent to Terminate and before receipt of a Notice of Termination by LRC, BNPPLC may, but will not be obligated to, respond to LRC with certain commitments as follows (such a response being hereinafter called an “Increased Commitment”):

     (a) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs, BNPPLC may respond with a written commitment to increase the Construction Allowance (an “Increased Funding Commitment”) by an amount at least equal to LRC’s Estimate of Force Majeure Excess Costs as set forth in such Notice of LRC’s Intent to Terminate. Any such Increased Funding Commitment may be in the form of Exhibit G.

     (b) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays, BNPPLC may respond with a written commitment to extend the Target Completion Date (an “Increased Time Commitment”) by at least the number of days included in LRC’s Estimate of Force Majeure Delays as set forth in such Notice of LRC’s Intent to Terminate. Any such Increased Time Commitment may be in the form of Exhibit H.

     (c) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that both (i) the remaining available

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Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs and (ii) the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays, BNPPLC may respond with both an Increased Funding Commitment and an Increased Time Commitment as provided in the preceding subparagraphs (a) and (b).

     (d) In the case of a Notice of Intent to Terminate which is not a Notice of Intent to Terminate Because of a Force Majeure Event (and thus not covered by any of the preceding subparagraphs (a) through (c)), BNPPLC may require LRC to promptly provide a good faith estimate of the minimum Increased Funding Commitment or Increased Time Commitment (or both) reasonably required to eliminate the reasons for LRC’s delivery of the Notice of Intent to Terminate. After receipt of LRC’s good faith estimate, BNPPLC may respond with an Increased Funding Commitment or Increased Time Commitment (or both) consistent with such estimate.

     (7) If BNPPLC does respond to a Notice of LRC’s Intent to Terminate with an Increased Commitment, LRC will be entitled to, and will not unreasonably refuse to, rescind such Notice of LRC’s Intent to Terminate within ten days after receipt of such Increased Commitment. To be effective, any such rescission must be by notice to BNPPLC in the form of Exhibit I. In any event, except as provided in the next subparagraph, the failure of LRC to so rescind any Notice of LRC’s Intent to Terminate within ten days after receipt of the Increased Commitment will, for purposes of determining whether any 97-10/Prepayment may be required pursuant to Paragraph 8, create a conclusive presumption that any Termination of LRC’s Work after the date of such response was made for reasons other than a Pre-lease Force Majeure Event.

     (8) For the avoidance of doubt, BNPPLC acknowledges that LRC’s rescission of any Notice of LRC’s Intent to Terminate (including any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event) after receipt of an Increased Commitment as described in the preceding subsection will not preclude LRC from subsequently exercising its rights under this subparagraph 7(B) in the event LRC subsequently believes in good faith that a Timing or Budget Shortfall exists.

Thus, for example, if LRC rescinds a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event after receiving an Increased Commitment from BNPPLC, but subsequently determines that such Increased Commitment is insufficient (through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC) to rectify the Timing or Budget Shortfall which caused LRC to send such notice, then LRC may deliver a second Notice of LRC’s Intent to

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Terminate Because of a Force Majeure Event, and in response thereto BNPPLC may elect to provide yet another Increased Commitment. Moreover, such process may be repeated any number of times, in each case without causing LRC to lose its right to subsequently invoke this subparagraph 7(B) and send yet another Notice of LRC’s Intent to Terminate (including another Notice of LRC’s Intent to Terminate Because of a Force Majeure Event).

     (9) Notwithstanding the foregoing, in the event of a Complete Taking, LRC may deliver a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event that explains the futility of continuing with the Construction Project on the Land regardless of any willingness of BNPPLC to approve or consider Scope Changes or an Increased Commitment, and no offer by BNPPLC of an Increased Commitment after a Complete Taking will preclude a “Termination of LRC’s Work Because of a Pre-lease Force Majeure Event” for the purposes of determining whether LRC must pay a 97-10/Prepayment pursuant to Paragraph 8.

     (C) BNPPLC’s Election to Terminate LRC’s Work. By notice to LRC BNPPLC may elect to terminate LRC’s rights and obligations to continue the Work at any time (i) more than thirty days after BNPPLC has given an FOCB Notice to LRC, or (ii) after BNPPLC’s receipt of a Notice of LRC’s Intent to Terminate and before an election by LRC to rescind the same as described in subparagraph 7(B)(7).

     (D) Surviving Rights and Obligations. Following any Termination of LRC’s Work as provided in subparagraph 7(B) or in 7(C), LRC will have no obligation to continue or complete any Work; however, no such Termination of LRC’s Work will reduce or excuse the following rights and obligations of the parties, it being intended that all such rights and obligations will survive and continue after any Termination of LRC’s Work:

     (1) LRC’s obligations described in the next subparagraph 7(E);

     (2) any obligations of LRC under the other Operative Documents by reason of any misrepresentation or other act or omission of LRC that occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project; and

     (3) LRC’s obligations to indemnify BNPPLC as set forth in subparagraph 9(A) (which are to some extent, as more particularly provided therein, limited to Losses resulting or arising from events or circumstances that existed or occurred or are alleged to have existed or occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project, whether such Losses are asserted, suffered or paid before or after the Termination of LRC’s Work).

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     (E) Cooperation After a Termination of LRC’s Work. After any Termination of LRC’s Work as provided in subparagraph 7(B) or subparagraph 7(C), LRC must comply with the following terms and conditions, all of which will survive notwithstanding any such termination:

     (1) LRC must promptly deliver copies to BNPPLC of all Third Party Contracts and purchase orders made by LRC in the performance of or in connection with the Work, together with all plans, drawings, specifications, bonds and other materials relating to the Work in LRC’s possession, including all papers and documents relating to governmental permits, orders placed, bills and invoices, lien releases and financial management under this Agreement. All such deliveries must be made free and clear of any liens, security interests, or encumbrances, except such as may be created by the Operative Documents.

     (2) Promptly after any request from BNPPLC made with respect to any Third Party Contract, LRC must deliver a letter confirming: (i) whether LRC has performed any act or executed any other instrument which invalidates or modifies such contract in whole or in part (and, if so, the nature thereof); (ii) the extent to which such contract is valid and subsisting and in full force and effect; (iii) that, to LRC’s knowledge, there are no defaults or events of default then existing under such contract and, to LRC’s knowledge, no event has occurred which with the passage of time or the giving of notice, or both, would constitute such a default or event of default (or, if there is a default or potential default, the nature of such default in detail); (iv) whether the services and construction contemplated by such contract are proceeding in a satisfactory manner in all material respects (and if not, a detailed description of all significant problems with the progress of the services or construction); (v) in reasonable detail the then critical dates projected by LRC for work and deliveries required by such contract; (vi) the total amount received by the other party to such contract for work or services provided by the other party through the date of the letter; (vii) LRC’s good faith estimate of the total cost of completing the services and work contemplated under such contract as of the date of the letter, together with any current draw or payment schedule for the contract; and (viii) any other information BNPPLC may reasonably request to allow it to decide what steps it should take concerning the contract within BNPPLC’s rights under this Agreement and the other Operative Documents.

     (3) As and to the extent requested by BNPPLC, LRC will make every reasonable effort (but without any obligation to incur any expense or liability to do so, unless BNPPLC agrees to reimburse the same with reasonable promptness) to secure any required consents or approvals for an assignment of any then existing Third Party Contract to BNPPLC or its designee, upon terms satisfactory to BNPPLC. To the extent assignable, any then existing Third Party Contract will be assigned by LRC to BNPPLC

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upon request, without charge by LRC.

     (4) If LRC has canceled any Third Party Contract before and in anticipation of a Termination of LRC’s Work, then as and to the extent requested by BNPPLC, LRC must make every reasonable effort (but without any obligation to incur any expense or liability to do so, unless BNPPLC agrees to reimburse the same with reasonable promptness) to secure a reinstatement of such Third Party Contract in favor of BNPPLC and upon terms satisfactory to BNPPLC.

     (5) For a period not to exceed thirty days after the Termination of LRC’s Work, LRC must take such steps as are reasonably necessary to preserve and protect Work completed and in progress and to protect materials, equipment, and supplies at the Property or in transit. Without regard to the conditions applicable to other payments required of BNPPLC by this Agreement, BNPPLC must with reasonable promptness reimburse any reasonable out-of-pocket expenses incurred by LRC to comply with this subparagraph (5); however, BNPPLC may at any time or from time to time by notice to LRC limit or terminate such reimbursements as to expenses incurred after LRC’s receipt of such notice, and thereafter LRC will be excused from any obligation to incur expenses that BNPPLC may decline to reimburse.

8 LRC’s Obligation for a 97-10/Prepayment. After any 97-10/Meltdown Event LRC must make a 97-10/Prepayment to BNPPLC within three Business Days after receipt from BNPPLC of a demand for such a payment. LRC acknowledges that it is undertaking the obligation to make a 97-10/Prepayment as provided in this Paragraph in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon its rights under any other Operative Documents. If a 97-10/Meltdown Event does occur, LRC’s obligation to make a 97-10/Prepayment as provided in this Paragraph will survive any Termination of LRC’s Work.

Notwithstanding the foregoing provisions of this Paragraph 8, if (as provided in subparagraph 7(B)) LRC effectively makes the election for a Termination of LRC’s Work because of a Pre-lease Force Majeure Event that resulted in Pre-lease Force Majeure Excess Costs or Pre-lease Force Majeure Delays, then LRC will be excused from the obligation to make a 97-10/Prepayment, regardless of whether LRC delivered only one or more than one Notice of Intent to Terminate Because of a Force Majeure Event as described in the example set forth in subparagraph 7(B)(8).

9 Indemnity for Covered Construction Period Losses.

     (A) Covenant to Indemnify Against Covered Construction Period Losses. Subject to the qualifications in subparagraph 9(B), as directed by BNPPLC, LRC must indemnify and

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defend BNPPLC from and against all of the following Losses (“Covered Construction Period Losses”):

     (1) Losses suffered or incurred by BNPPLC, directly or indirectly, relating to or arising out of, based on or as a result of any of the following which occurs or is alleged to have occurred prior to any Termination of LRC’s Work: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Land or the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against BNPPLC which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this provision or any allegation of any such matters;

     (2) Losses incurred or suffered by BNPPLC that BNPPLC would not have incurred or suffered but for any act or any omission of LRC or of any LRC’s contractors or subcontractors during the period prior to any Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project (including any failure by LRC to obtain or maintain insurance as required by this Agreement during such periods; but excluding, however, as described below, certain Losses consisting of claims related to any failure of LRC to complete the Construction Project);

     (3) Losses incurred or suffered by BNPPLC that would not have been incurred but for any fraud, misapplication of funds (including Construction Advances), illegal acts, or willful misconduct on the part of LRC or its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC; and

     (4) Losses incurred or suffered by BNPPLC that would not have been incurred but for any bankruptcy proceeding involving LRC as the debtor.

LRC’s obligations under this indemnity will apply whether or not BNPPLC is also indemnified as to the applicable Covered Construction Period Loss by any third party (including another Interested Party) and whether or not the Covered Construction Period Loss arises or accrues prior to the Effective Date. Further, in the event, for income tax purposes, BNPPLC must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet BNPPLC is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Covered Construction Period Loss paid or reimbursed by such Original Indemnity

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Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to BNPPLC on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay an Additional Indemnity Payment as is needed so that the Corresponding Loss (computed net of the reduction, if any, of BNPPLC’s income taxes because of credits or deductions that are attributable to the BNPPLC’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which BNPPLC must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (B) Certain Losses Included or Excluded.

     (1) Environmental. As used in clause (1) of the preceding subparagraph 9(A), “Losses” will not include costs properly incurred in connection with the Work to prevent the occurrence of a violation of Environmental Laws which did not previously exist. (For example, they will not include the increase in costs resulting from LRC’s installation of fire proofing materials other than asbestos because of Environmental Laws that prohibit the use of asbestos.) However, any costs to correct or answer for any violation of Environmental Laws that occurred on or prior to the Effective Date or that LRC causes or permits to occur after the Effective Date in connection with the Work or the Property will be included in such Losses. (Thus, for instance, if LRC releases Hazardous Materials from the Property in a manner that contaminates ground water in violation of Environmental Laws, the costs of correcting the contamination and any applicable fines or penalties will be included in Losses for which LRC must indemnify and defend BNPPLC pursuant to subparagraph 9(A).)

     (2) Failure to Maintain a Safe Work Site. If a third party asserts a claim for damages against BNPPLC because of injuries the third party sustained while on the Land as a result of LRC’s breach of its obligations under this Agreement to keep the Land and the Improvements thereon in a reasonably safe condition as Work progresses under LRC’s direction and control, then any such claim and other Losses resulting from such claim will constitute Covered Construction Period Losses under clause (2) of subparagraph 9(A).

Construction Agreement (Livermore/Parcel 6) — Page 41

     (3) Failure to Complete Construction. Additional costs of construction may result from LRC’s failure to complete the Construction Project if a Termination of LRC’s Work occurs pursuant to subparagraphs 7(B) and 7(C). Nevertheless, it is understood that a failure of LRC to complete the Construction Project following any such Termination of LRC’s Work will not necessarily constitute a breach of this Agreement, and clause (2) of subparagraph 9(A) will not include any such additional costs of performing the Work or the cost to BNPPLC of completing the Construction Project after the Termination of LRC’s Work.

     (4) Fraud. As used in clause (3) of subparagraph 9(A), “fraud” or “willful misconduct” will include (i) any deliberate decision by LRC to make a Scope Change without BNPPLC’s prior written approval, (ii) any fraud or intentional misrepresentation by LRC, or its vendors, contractors or subcontractors regarding LRC’s ongoing compliance with the requirements of this Agreement, and (iii) the performance by LRC or its vendors, contractors or subcontractors of Defective Work, with LRC’s knowledge that it constitutes Defective Work, prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C).

     (5) Excluded Taxes and Other Exclusions. Nothing in this Paragraph 9 or other provisions of this Agreement will be construed to require LRC to reimburse or pay (a) Excluded Taxes, (b) Losses incurred or suffered by BNPPLC that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of BNPPLC, or (c) any Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement.

     (6) Action or Omission of Tenant Under Existing Space Lease. Nothing in this Paragraph 9 or other provisions of this Agreement will be construed to require LRC to reimburse or pay costs incurred because of an action or omission of a tenant (or of any employees or of any other party acting under a tenant’s control or with the approval or authorization of a tenant) under an Existing Space Lease; except when such action or omission was requested or authorized by LRC itself or for some other reason such costs would not have been incurred but for an action or omission of LRC itself.

     (C) Express Negligence Protection. Neither BNPPLC nor any other Interested Party will lose the benefit of, or suffer any impairment of its rights under, any release of liability provided in other provisions of this Agreement by reason of its own negligence or strict liability, or by reason of any allegation that it was negligent or strictly liable, in regard to the subject matter of such release.

Construction Agreement (Livermore/Parcel 6) — Page 42

Similarly, BNPPLC will not lose the benefit of, or suffer any impairment of its rights under, the indemnity provided in the preceding subparagraph 9(A) by reason of its own negligence or strict liability, or any allegation that it was negligent or strictly liable, in regard to the subject matter of such indemnity. However, this provision will not create any new or distinct right of indemnity in favor of BNPPLC, separate and apart from its rights under subparagraph 9(A); and this provision will not expand BNPPLC’s right to be indemnified against claims or Losses other than those listed in subparagraph 9(A). Thus, the purpose of this provision is only to preserve BNPPLC’s indemnity rights under subparagraph 9(A) against certain common law defenses in order that the indemnity in subparagraph 9(A) could apply in circumstances where BNPPLC is allegedly or actually deemed negligent or strictly liable. Such common law defenses have sometimes been characterized as “fair notice” requirements or the “clear and unequivocal test” or the “express negligence test.” ¹

Thus, for example, if a person is injured on the Land prior to the Completion Date because of negligent acts of LRC or LRC’s contractors or subcontractors, under subparagraph 9(A)(2) BNPPLC will be entitled to indemnification against claims asserted by such person even if BNPPLC is alleged or held to be negligent by omission, as the owner of the Property, for failing to prevent or rectify such negligent acts of LRC or its contractors or subcontractors. On the other hand, if a person is injured on the Land prior to the Completion Date through no fault whatsoever on the part of LRC or its contractors or subcontractors, the foregoing provisions of this subparagraph 9(C) will not be construed to obligate LRC to indemnify BNPPLC against claims by such person that BNPPLC was negligent for failing to prevent such injury. As illustrated by the preceding examples, this subparagraph 9(C) is intended to preserve BNPPLC’s

¹ See, for example, Fisk Electric Co. v. Constructors & Associates, 888 S.W. 2d 813 (Tex. 1994), in which the Texas Supreme Court held that an indemnity agreement could not be enforced to require the indemnitor (a subconractor) to pay the defense costs of the indemnitee (a contractor) unless the agreement included a provision like this subparagraph 9(C), as necessary to satisfy the “express negligence test,” despite the fact that the indemnitee had established in the underlying lawsuit that it was not negligent as had been alleged. See also, Rossmoor Sanitation, Inc. v. Pylon, Inc., 13 Cal. 3d 622 (1975), in which the California Supreme Court held that a contract may expressly provide for indemnification against an indemnitee’s own negligence, but that such an agreement “must be clear and explicit and is strictly construed against the indemnitee.”

Construction Agreement (Livermore/Parcel 6) — Page 43

right to indemnity against claims that fall within the scope of subparagraph 9(A) despite negligence or strict liability of BNPPLC or an allegation thereof; however, nothing in this subparagraph 9(C) will expand the scope of the indemnity provided in the preceding subparagraph 9(A).

It is also understood that releases provided for the benefit of BNPPLC or any other Interested Party in this Agreement, and the indemnity provided in the preceding subparagraph 9(A) for the benefit of BNPPLC, will not be limited by reason of the fact that insurance obtained by LRC or required of LRC by this Agreement is not adequate to cover Losses against or for which the releases and the indemnity are provided. Moreover, LRC’s liability for any failure to obtain insurance required by this Agreement will not be limited to Losses against which indemnity is provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC may be indemnified by LRC.

     (D) Survival of Indemnity. LRC’s obligations under this Paragraph 9 will survive the termination or expiration of this Agreement and any Termination of LRC’s Work with respect to Losses suffered by BNPPLC resulting or arising from events or circumstances which existed or occurred or are alleged to have existed or occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project, whether such Losses are asserted, suffered or paid before or after the Termination of LRC’s Work.

     (E) Due Date for Indemnity Payments. Any amount to be paid by LRC under this Paragraph 9 will be due ten days after a notice requesting such payment is received by LRC. Any such amount not paid by LRC when first due will bear interest at the Default Rate in effect from time to time from the date it first became due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws.

     (F) Order of Application of Payments. BNPPLC will be entitled to apply any payments by or on behalf of LRC against LRC’s obligations under this Paragraph 9 or against other amounts owing by LRC and then past due under any of the other Operative Documents in the order the same became due or in such other order as BNPPLC may elect.

     (G) Defense of BNPPLC.

     (1) Assumption of Defense. By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Covered Construction Period Loss. LRC must promptly comply with

Construction Agreement (Livermore/Parcel 6) — Page 44

any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (2) Indemnity Not Contingent. Also, although subparagraph 9(I) will apply to tort claims asserted against BNPPLC related to the Property, the right of BNPPLC to be indemnified pursuant to subparagraph 9(A) for payments that are made to satisfy governmental requirements and that qualify as Covered Construction Period Losses (“Government Mandated Payments”) (e.g., fines payable because of any release of Hazardous Materials from the Property) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (H) Notice of Claims. If BNPPLC receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that BNPPLC believes is covered by the indemnity in subparagraph 9(A), then BNPPLC will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 9(A); except that if such failure continues for more than fifteen days after the notice is received by BNPPLC and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify BNPPLC against the Covered Construction Period Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 9(A) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay the excess.

     (I) Settlements Without the Prior Consent of LRC.

     (1) Election to Pay Reasonable Settlement Costs in Lieu of Actual. Except as otherwise provided in subparagraph 9(I)(2), if BNPPLC settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent, then LRC may, by notice given to BNPPLC no later than ten days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to BNPPLC in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against BNPPLC, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of BNPPLC, but able to pay any amount, might reasonably agree to pay to

Construction Agreement (Livermore/Parcel 6) — Page 45

settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to BNPPLC at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (2) Conditions to Election. Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if BNPPLC settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 9(G)(1).

     (3) Indemnity Survives Settlement. Except as provided in this subparagraph 9(I), no settlement by BNPPLC of any claim made against it will excuse LRC from any obligation to indemnify BNPPLC against the settlement costs or other Covered Construction Period Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

[The signature pages follow.]

Construction Agreement (Livermore/Parcel 6) — Page 46

     IN WITNESS WHEREOF, this Construction Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Construction Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Construction Agreement (Livermore/Parcel 6) — Signature Page

Exhibit A

Legal Description

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit B

Description of the Construction Project and Construction Budget

     Subject to future Scope Changes, the Construction Project will be substantially consistent with the site plans and elevations attached to this Exhibit and also with the following general description, to the extent that the following description anticipates construction or renovation of Improvements on the Land. The following description includes not only work that will be undertaken on the Land pursuant to this Agreement, but also work on an adjacent parcel (which BNPPLC is acquiring and leasing separately to LRC) pursuant to a Construction Agreement (Livermore/ Parcel 7) dated of even date between BNPPLC and LRC (the “Other Construction Agreement”). References below to “Building 1” are to the building on Parcel 6, which is to be constructed or renovated as part of the Construction Project contemplated by this Agreement; whereas references below to “Building 2” are to the building on the adjacent tract to be constructed or renovated as part of the project contemplated by the Other Construction Agreement.

Renovation of #1 and #101 Portola Avenue, Buildings 1 & 2, Livermore, CA:

Subject to further Design Development, the following is a narrative and plan (as of 11.12.07) description of the construction changes planned for the two existing parcels and structures at #1 and #101 Portola Avenue in Livermore, CA, (currently occupied by KLA Tencor, Buildings L1 and L2), necessary to meet the manufacturing, lab and office support needs of Lam Research.

Existing Structures:

The existing buildings are each two-story, 120,000 square foot, braced steel frame structures classified as Type II N structures in the CBC with mixed occupancies of B, F1 and A3. The existing tenant improvements on the ground floor of both buildings are Class C-100 & C-10,000 clean rooms and labs for electronics manufacturing/assembly and testing, and some training rooms. The second floor of both buildings is offices and administrative in nature. The first floor of Bldg 2 also has a cafeteria.

Proposed New Exterior Construction:

The proposed exterior construction scope of this renovation includes minor modifications to the equipment yard including the addition of three tanks for DI Water, LN2 and Heavy Metals Storage, the addition of a make up air handler, scrubber, acid waste neutralization and Nitrogen generation systems and construction of a chemical storage containment enclosure with a screened scrubber and vent stack. This work is primarily in support of Building 2, located on the Building 2 equipment pad, and within the Building 2 budget.

The existing building mass and street facing elevations will not be altered except for the addition and subtraction of various man doors around the ground floor perimeter. This work is split evenly between the buildings. All new doors will match existing storefront doors and all removed doors will be replaced with new glazing and sill construction to match existing.

Proposed New Interior Construction:

The existing clean rooms and labs on the ground floors of both buildings will be extensively demolished and reconfigured to accommodate LAM’s manufacturing and lab modifications, to include the complete reconfiguring of plenum chase locations, raising the ceiling heights from 9’ to ~11’ and excavating trenches and pits within the clean rooms for chases and utility runs. The majority of the C-100 clean rooms will be reclassified as C-10,000. A small Server Room will be constructed in an existing lab area in Building 2.

The office areas, building lobbies, employee cafeteria, and various labs will remain essentially untouched.

Building Occupancy Revisions:

Lam’s lab processes involve the onsite storage of quantities of a variety of hazardous chemicals and agents. The renovation anticipates building a separate H2 occupancy containment enclosure completely separated from the existing Type II N buildings within two of the existing loading dock bays of Bldg 2 to accommodate the onsite storage of these chemicals. Lam’s SOPs will allow for amounts of these hazardous chemicals to be removed from the containment enclosure and used within the manufacturing areas of the building in small enough quantities to maintain the F1 occupancy for the manufacturing areas. All other existing occupancies within the building will be maintained in the proposed renovation.

     All of the buildings will be suitable for uses contemplated in the Lease and of a quality, when complete to be considered first class facilities for such uses. When construction is complete, the Property will include parking areas, driveways and other facilities on the Land of suitable quality for the finished buildings on the Land.

     The outline description that follows is provided to explain how costs will be allocated between those to be funded under this Agreement and those to be funded under the Other Construction Agreement. Again, references below to “Building 1” are to the building on Parcel 6, which is to be constructed or renovated as part of the Construction Project contemplated by this Agreement; whereas references below to “Building 2” are to the building on the adjacent tract to be constructed or renovated as part of the project contemplated by the

Exhibit B to Construction Agreement (Livermore/Parcel 6) — Page 2

Other Construction Agreement.

Livermore Cost Allocation Methodology

     Assumptions:

• Building 2 design is more complicated than Building 1; soft cost design work will be greater for Building 2 than Building 1

• Building 1 construction is expected to start in March 2008. Building 2 construction is expected to start in April or May 2008 (depending on when KLA moves out of the building)

• Hard costs incurred that support both buildings will be allocated to the Building/Parcel where they will be physically located

• Allocation of costs between buildings only occurs during the “accounting construction period” for each building, and will include any costs incurred prior to lease inception for which Lam will be reimbursed on the closing date (design fees, permits, due diligence costs, etc.).

• Utilities (for items not metered separately), and Operations & Maintenance costs incurred by Lam and not the lessee during the lease period, and not charged as part of Operating Expenses under the lease, will be allocated on a 50% : 50% basis.

Utility and Operations & Maintenance costs incurred by the lessee during the lease period, or charged by Lam to the lessee as Operating Expense during the lease period, are excluded from the allocation process. Expenses will be recorded as incurred / accrued.

     Soft Cost Allocation:

Costs that do not involve design but involve both buildings will be allocated on a 50% : 50% basis. Example costs for this area:

• Environmental Assessments

• ALTA surveys

• Conditional Use Permits (City of Livermore)

Costs that involve design or are dependant upon the volume of work planned to be done will be allocated based upon the proportion of Construction Costs budgeted to be incurred between Building 1 and Building 2.

• The Utility Yard costs, currently “building neutral” will be split into the

Exhibit B to Construction Agreement (Livermore/Parcel 6) — Page 3

planned Construction Costs for Building 1 and 2 based upon the physical location of equipment and work.

Example costs for this area:

• Project Management

• Architectural

• Mechanical, Electrical, Piping

• HAZMAT

Costs that are directly attributable to only one building will be allocated as such. Example costs for this area:

• Building permits

• Operating permits

• Occupancy permits

     Hard Cost Allocation:

Hard costs will be allocated based upon the physical location of the work/asset, specifically, Building 1 and Building 2. The Utility Yard costs, currently “building neutral” will be split into the planned Construction Costs for Building 1 and 2 based upon the physical location of equipment and work.

• The General Contractor (GC) Periodic invoices will have costs for the period broken out by Building 1 or Building 2 when submitted to Lam

• Costs outside of the control of the GC will have the allocation done by Lam and/or Outside Services upon receipt of invoice

     Utility Allocation:

Utilities, specifically Natural Gas, Water, and Electrical are metered separately for each building and will be allocated directly to each building during the construction period for each building.

• For Building 1, these will be allocated directly to Building 1

• For Building 2:

• During the period while the KLA lease is in effect, there will be no allocation since KLA will still be in the building (see assumptions)

• During construction following KLA’s exit, they will be allocated 50/50 for non-metered items; directly to each building depending on the meter.

     Operations & Maintenance Costs:

Exhibit B to Construction Agreement (Livermore/Parcel 6) — Page 4

Operations and Maintenance costs for Livermore will be billed separately or identified on the invoice as relating to Livermore, and allocated to each building as such. Costs for common area maintenance will be allocated on a 50% : 50% basis as appropriate.

Termination Fees:

If there are any termination fees applicable to an agreement with a contractor, the fees will be allocated to appropriate building if they are specifically attributable to a building. If termination fees exist with a contractor that are NOT specifically identifiable to a building, the termination fees will be allocated based on a ratio of costs incurred to date with the particular contractor between the 2 buildings.

     The budget for the Construction Project is as shown on the attached pages. (The column in the budget designated as “Lease Cap B1” is the budget for the construction to take place on the Land and to be included in the funding contemplated by this Agreement.). Also shown on the attached pages are site plans and elevations that depict or help explain both the construction contemplated by this Agreement and the construction contemplated by the Other Construction Agreement.

Exhibit B to Construction Agreement (Livermore/Parcel 6) — Page 5

Exhibit C

Construction Advance Request Form

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”)

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement. This letter constitutes a Construction Advance Request, requesting a Construction Advance of:

$                                        ,

on the Advance Date that will occur on:

, 20      .

     To induce BNPPLC to make such Construction Advance, LRC represents and warrants as follows:

I. Calculation of limit imposed by Subparagraph 4(C)(2)(b) of the Construction Agreement:

(1) LRC has paid or incurred bona fide Reimbursable Construction Period Costs other than for Work (e.g., property taxes) of no less than	$______________
(2) LRC has paid or incurred bona fide Reimbursable Construction Period Costs for Prior Work of no less than	$______________
(3) LRC has received prior Construction Advances of	$______________

LIMIT (1 + 2 — 3) $______________

II. Projected Cost Overruns:

LRC [check one: ___ does / ___ does not ] believe that Projected Construction Overruns are more likely than not. [If LRC does believe that Projected Cost Overruns are more likely than not, and if LRC believes that the amount of such Projected Construction Overruns can be reasonably estimated, LRC estimates the same at $____________.]

III. Construction Advances Covering Pre-lease Force Majeure Losses:

Neither the Construction Advance requested by this letter nor prior Construction Advances (if any) have been used or will be used to cover any costs of repairs that constitute Pre-lease Force Majeure Losses, except as follows: (if there are no exceptions, insert “No Exceptions”)

IV. Absence of Certain Work/Suspension Events:

     A. The Construction Project is progressing without significant interruption in a good and workmanlike manner and substantially in accordance with Applicable Laws, with Permitted Encumbrances and with the requirements of the Construction Agreement, except as follows: (if there are no exceptions, insert “No Exceptions”)

     B. If LRC has received notice of any Defective Work, LRC has promptly corrected or is diligently pursuing the correction of such Defective Work, except as follows: (if there are no exceptions, insert “No Exceptions”)

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit C to Construction Agreement (Livermore/Parcel 6) — Page 3

Exhibit D

Pre-lease Force Majeure Event Notice

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

     This letter constitutes a Pre-lease Force Majeure Event Notice, given as provided in subparagraph 6(B) of the Construction Agreement to preserve the right of LRC to assert the occurrence of a Pre-lease Force Majeure Event.

     LRC certifies to BNPPLC that the following Pre-lease Force Majeure Event occurred or commenced on ____________, 20___:

[INSERT DESCRIPTION OF EVENT HERE]

     LRC’s preliminary good faith estimate of the Pre-lease Force Majeure Delays, of the Pre-lease Force Majeure Losses and of the Pre-lease Force Majeure Excess Costs likely to result from such event are ____________ days, $____________ and $____________, respectively. Such amounts, however, are only estimates.

     LRC acknowledges that after LRC gives this notice, BNPPLC may at any time deliver an FOCB Notice to LRC as described in the Construction Agreement.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit D to Construction Agreement (Livermore/Parcel 6) — Page 2

Exhibit E

Notice of Termination of LRC’s Work

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

     LRC has determined that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances for the reason or reasons set forth in the Notice of LRC’s Intent to Terminate dated __________, 200___, previously delivered to you as provided in subparagraph 7(B) of the Construction Agreement. That Notice of LRC’s Intent to Terminate has not been rescinded by LRC.

     LRC hereby irrevocably and unconditionally elects to terminate its rights and obligations to continue the Work under Construction Agreement effective as of the date of this letter (which, as required by subparagraph 7(B) of the Construction Agreement, is a date not less than forty-five days after the date the aforementioned Notice of LRC’s Intent to Terminate). This notice constitutes a “Notice of Termination by LRC” as described in subparagraph 7(B) of the Construction Agreement.

     LRC also acknowledges that a 97-10/Meltdown Event has occurred under and as defined in the Construction Agreement, and that BNPPLC is thus entitled to demand and receive a 97-10/Prepayment under and as provided in Paragraph 8 of the Construction Agreement, unless the last sentence of Paragraph 8 excuses LRC from paying the same.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit E to Construction Agreement (Livermore/Parcel 6) — Page 2

Exhibit F

Notice of LRC’s Intent to Terminate

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

[DRAFTING NOTE: Unless this letter contains the alternative provisions set forth below as being required after a Complete Taking in any “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event,” this letter must contain the following paragraph and inserts following such paragraph as indicated:

     LRC has determined that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances, because:

[INSERT ANY ONE OR MORE OF THE FOLLOWING REASONS THAT APPLY: (1) THE COST OF THE WORK EXCEEDS BUDGETED EXPECTATIONS (RESULTING IN PROJECTED COST OVERRUNS), (2) A PRE-LEASE FORCE MAJEURE EVENT HAS OCCURRED, OR (3) LRC CAN NO LONGER SATISFY CONDITIONS TO BNPPLC’S OBLIGATION TO PROVIDE CONSTRUCTION ADVANCES IN THE CONSTRUCTION AGREEMENT.]

     The purpose of this letter is to give notice to BNPPLC of LRC’s intent to terminate LRC’s rights and obligations to perform Work under the Construction Agreement. This letter constitutes a “Notice of LRC’s Intent to Terminate” given pursuant to subparagraph 7(B) of the Construction Agreement. As provided in that subparagraph, as a condition to any effective Termination of LRC’s Work, LRC must deliver a subsequent notice of termination to BNPPLC no less than forty-five days after the date BNPPLC receives this letter.

[DRAFTING NOTE: Unless this letter contains the alternative provisions set forth below as being required for any “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event,” this letter must contain the following paragraph:

     The period running from the date of BNPPLC’s receipt of this letter to the effective date of any actual Termination of LRC’s Work by LRC or BNPPLC will constitute a Work/Suspension Period under the Construction Agreement. During such period BNPPLC’s funding obligations will be limited and LRC may suspend the Work to the extent so provided in the Construction Agreement. Moreover, LRC acknowledges that the delivery of this Notice of Intent to Terminate is a 97-10/Meltdown Event. Therefore, after receipt of this notice BNPPLC will have the rights to demand and receive a 97-10/Prepayment from LRC as provided in Paragraph 9 of the Construction Agreement.]

[DRAFTING NOTE: This letter will qualify as a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” only if LRC includes one of the following alternative sets of provisions, as applicable.]

[ALTERNATIVE #1 (Applies only if there has been a Complete Taking):

     This letter constitutes a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. A Complete Taking has occurred. Thus, regardless of any Scope Changes BNPPLC may be willing to approve or consider, and regardless of any Increased Commitment BNPPLC may be willing to provide, it would be futile to continue the Construction Project on the Land.

     LRC acknowledges and agrees that BNPPLC is entitled to all proceeds of the taking of the Property and all such proceeds must be paid to BNPPLC. LRC has no right and will not assert any right to share in such proceeds. LRC agrees to cooperate with BNPPLC as BNPPLC may from time to time request in order to maximize BNPPLC’s recovery of such proceeds.]

[ALTERNATIVE #2 (applies in the event of a Pre-lease Force Majeure Event other than a Complete Taking): Include the next (single sentence) paragraph, together with one or both (as applicable) of the two paragraphs following the next (single sentence) paragraph, and together with the remaining paragraphs after those two paragraphs, all with blanks filled in appropriately:

     This letter constitutes a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement.

     LRC now believes that the remaining available Construction Allowance will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of one or more Pre-lease Force Majeure Events. BNPPLC has previously been notified of such Pre-lease Force Majeure Event(s) by notice(s) dated ________, which LRC delivered to BNPPLC in accordance with subparagraph 6(B) of the Construction Agreement. LRC’s current good faith estimate of the Pre-lease Force Majeure Excess Costs that are most likely to be incurred because of such Pre-lease Force Majeure Event(s) is $___________.

     LRC now believes that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from one or more Pre-lease Force Majeure Events. BNPPLC has previously been notified of such Pre-lease Force Majeure Event(s) by notice(s) dated _______, which LRC delivered to BNPPLC in accordance with subparagraph 6(B) of the Construction Agreement. LRC’s current good faith estimate of the Pre-lease Force Majeure Delays that are most likely to occur because of such Pre-lease Force Majeure Event(s) is ___________ days.

     Also be advised that, as provided in subparagraph 7(B) of the Construction Agreement, BNPPLC is entitled to (but not obligated to) respond to this notice with an Increased Commitment. Responding with an Increased Commitment will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC under the Purchase Agreement) that any Termination of LRC’s Work is for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

     In the event BNPPLC fails to respond with an Increased Commitment, the failure may excuse LRC from the obligation to make a 97-10/Prepayment under Paragraph 8 of the Construction Agreement notwithstanding any Termination of LRC’s Work, which would constitute a very material adverse consequence to BNPPLC. Moreover, the Construction Agreement grants to LRC a right to cause a Termination of LRC’s Work at any time more than forty-five days after giving this notice, provided that LRC continues to believe that a Timing or Budget Shortfall exists at that time. Thus, if BNPPLC intends to respond with an Increased Commitment, BNPPLC would be well advised to do so before the expiration of such forty-five

Exhibit F to Construction Agreement (Livermore/Parcel 6) — Page 3

day period.]

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit F to Construction Agreement (Livermore/Parcel 6) — Page 4

Exhibit G

Notice of Increased Funding Commitment by BNPPLC

[Date]

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     LRC has delivered a notice to BNPPLC dated _________, 20___, which by its terms expressed LRC’s intent that it constitute a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. In such notice, LRC advised BNPPLC of LRC’s intent to terminate the Construction Agreement because of LRC’s belief that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances. Such notice also suggested LRC’s belief that, but for the cost of repairing damage to the Improvements caused by a Pre-lease Force Majeure Event, the remaining available Construction Allowance would be sufficient. In addition, such notice set forth the amount of $______ as LRC’s estimate of the Pre-lease Force Majeure Excess Costs most likely to be incurred because of such Pre-lease Force Majeure Event.

     This response to such notice constitutes an Increased Funding Commitment. BNPPLC hereby commits to increase the amount of the Construction Allowance by $______ (the estimate given by LRC as described above). Such commitment is made on and subject to all of the same terms and conditions set forth in the Construction Agreement and other Operative Documents as being applicable to the original Construction Allowance and to Construction Advances required thereunder.

     Please note that, according to the Construction Agreement, LRC will have ten days after the date of any Increased Commitment (which may be comprised of this Increased Funding Commitment and any separate Increased Time Commitment given contemporaneously herewith) within which LRC may rescind the aforementioned Notice of LRC’s Intent to Terminate Because

of a Force Majeure Event by a notice given in the form prescribed by the Construction Agreement. Any failure of LRC to so rescind the notice will constitute a 97-10/Meltdown Event under and as defined in the Construction Agreement and will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC) that any Termination of LRC’s Work occurred for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit G to Construction Agreement (Livermore/Parcel 6) — Page 2

Exhibit H

Notice of Increased Time Commitment by BNPPLC

[Date]

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     LRC has delivered a notice to BNPPLC dated _______, 20__, which by its terms expressed LRC’s intent that it constitute a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. In such notice, LRC advised BNPPLC of LRC’s intent to elect a Termination of LRC’s Work because of LRC’s belief that the Work will not be substantially complete prior to the Target Completion Date only because of Pre-lease Force Majeure Delays. Such notice also expressed LRC’s belief that Pre-lease Force Majeure Delays are likely to be ______ days in the aggregate.

     This response to such notice constitutes an Increased Time Commitment. BNPPLC hereby commits to extend the Target Completion Date by ______ days (the estimate given by LRC as described above).

     Please note that, according to the Construction Agreement, LRC will have ten days after the date of any Increased Commitment (which may be comprised of this Increased Time Commitment and any separate Increased Funding Commitment given contemporaneously herewith) within which LRC may rescind the aforementioned Notice of LRC’s Intent to Terminate Because of a Force Majeure Event by a notice given in the form prescribed by the Construction Agreement. Any failure of LRC to so rescind the notice will constitute a 97-10/Meltdown Event under and as defined in the Construction Agreement and will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC) that any Termination of LRC’s Work occurred for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit H to Construction Agreement (Livermore/Parcel 6) — Page 2

Exhibit I

Rescission of Notice of LRC’s Intent to Terminate

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/Parcel 6) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

     Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/Parcel 6) referenced in the Construction Agreement.

     LRC has delivered to BNPPLC a Notice of LRC’s Intent to Terminate dated _______, 200__, and BNPPLC has responded with an Increased Commitment as of ________, 200__. LRC hereby accepts the Increased Commitment and, as provided in subparagraph 7(B) of the Construction Agreement, rescinds such Notice of LRC’s Intent to Terminate.

     LRC acknowledges that, because of such rescission, LRC must, as a condition precedent to any exercise of its remaining rights to terminate the Construction Agreement pursuant to subparagraph 7(B) thereof, deliver another Notice of LRC’s Intent to Terminate at least forty five days prior to the effective date of the Termination of LRC’s Work.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

EX-10.138

Exhibit 10.138

LEASE AGREEMENT
(LIVERMORE/ PARCEL 7)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement			3
	(A)	Scheduled Term; Deferral of Obligations		3
	(B)	Option of BNPPLC to Terminate		3
	(C)	Automatic Termination		4
	(D)	Extension of the Term		4
2	Use and Condition of the Property			4
	(A)	Use		4
	(B)	Condition of the Property		5
	(C)	Consideration for and Scope of Waiver		5
3	Rent			6
	(A)	Base Rent Generally		6
	(B)	Calculation of and Due Dates for Base Rent		6
		(1)     Determination of Payment Due Dates Generally		6
		(2)     Special Adjustments to Base Rent Payment Dates and Periods		6
		(3)     Base Rent Formula		6
	(C)	Additional Rent		8
	(D)	Administrative Fees		8
	(E)	No Demand or Setoff		8
	(F)	Default Interest and Order of Application		8
4	Nature of this Agreement			8
	(A)	“Net” Lease Generally		8
	(B)	No Termination		9
	(C)	Characterization of this Lease		9
5	Payment of Executory Costs and Losses Related to the Property			10
	(A)	Local Impositions		10
	(B)	Increased Costs; Capital Adequacy Charges		11
	(C)	LRC’s Payment of Other Losses; General Indemnification		13
	(D)	Exceptions and Qualifications to Indemnities		16
	(E)	Collection on Behalf of Participants		19
6	Items Included in the Property			19
7	Environmental			20
	(A)	Environmental Covenants by LRC		20
	(B)	Right of BNPPLC to do Remedial Work Not Performed by LRC		20
	(C)	Environmental Inspections and Reviews		21
	(D)	Communications Regarding Environmental Matters		21
8	Insurance Required and Condemnation			22
	(A)	Liability Insurance		22
	(B)	Property Insurance		23
	(C)	Failure to Obtain Insurance		23
	(D)	Condemnation		24
	(E)	Waiver of Subrogation		24

TABLE OF CONTENTS
(Continued)

			Page
9	Application of Insurance and Condemnation Proceeds			24
	(A)	Collection and Application of Insurance and Condemnation Proceeds Generally		24
	(B)	Advances of Escrowed Proceeds to LRC		25
	(C)	Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level		25
	(D)	Special Provisions Applicable After the Term Expires or an Event of Default		26
	(E)	LRC’s Obligation to Restore		26
	(F)	Takings of All or Substantially All of the Property on or after the Completion Date		26
10	Additional Representations, Warranties and Covenants of LRC Concerning the Property			27
	(A)	Operation and Maintenance		27
	(B)	Debts for Construction, Maintenance, Operation or Development		27
	(C)	Repair, Maintenance, Alterations and Additions		27
	(D)	Permitted Encumbrances		28
	(E)	Books and Records Concerning the Property		28
11	Assignment and Subletting by LRC			28
	(A)	BNPPLC’s Consent Required		28
	(B)	Standard for BNPPLC’s Consent to Assignments and Certain Other Matters		29
	(C)	Consent Not a Waiver		29
12	Assignment by BNPPLC			29
	(A)	Restrictions on Transfers		29
	(B)	Effect of Permitted Transfer or other Assignment by BNPPLC		30
13	BNPPLC’s Right to Enter and to Perform for LRC			30
	(A)	Right to Enter		30
	(B)	Performance for LRC		30
14	Remedies			30
	(A)	Traditional Lease Remedies		30
	(B)	Foreclosure Remedies		33
	(C)	Enforceability		33
	(D)	Remedies Cumulative		33
15	Default by BNPPLC			34
16	Quiet Enjoyment			34
17	Surrender Upon Termination			34
18	Holding Over by LRC			34
19	Proprietary Information and Confidentiality			35
	(A)	Proprietary Information		35
	(B)	Confidentiality		35
20	Recording Memorandum			36

(ii)

TABLE OF CONTENTS
(Continued)

		Page
21	Independent Obligations Evidenced by Other Operative Documents		36

Exhibits and Schedules

Exhibit A
Exhibit B Legal Description
California Lien and Foreclosure Provisions

(iii)

LEASE AGREEMENT
(LIVERMORE/ PARCEL 7)

     This LEASE AGREEMENT (LIVERMORE/ PARCEL 7) (this “Lease”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and any existing improvements on the Land from KLA-Tencor Corporation (the “Prior Owner”) contemporaneously with the execution of this Lease.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to lease to LRC the Land and any existing Improvements and the Improvements to be constructed on the Land as hereinafter provided, and by this Lease BNPPLC and LRC desire to evidence such agreement.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “Real Property”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “Personal Property”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “Property.”

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate (including the Existing Space Leases, if any, which remain in effect upon the commencement of the Term) and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances, including the right to receive and retain rents as they become due under any Existing Space Leases which remain in effect upon the commencement of the Term

and to otherwise enforce any such Existing Space Leases during the Term of this Lease. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances after the Term commences.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement.

     (A) Scheduled Term; Deferral of Obligations. The term of this Lease (the “Term”) will commence on and include the Completion Date on which a Completion Notice is given by LRC to BNPPLC, as is required by subparagraph 2(B) of the Construction Agreement when LRC substantially completes the Construction Project, unless this Lease is terminated before the Completion Date as provided in subparagraph 1(B) or subparagraph 1(C).

     Unless extended as provided in subparagraph 1(D) or sooner terminated as expressly provided in other provisions of this Lease, the Term will end on the first Business Day of January, 2015.

     BNPPLC and LRC intend to be legally bound by this Lease when it is executed by them. They also intend, however, that this Lease will not impose any payment obligations upon either of them prior to the Completion Date. Accordingly, neither LRC nor BNPPLC will have any obligation to make any payments under this Lease until the Completion Date, and if this Lease terminates before the Completion Date pursuant to subparagraph 1(B) or subparagraph 1(C), the Term will never commence and neither party will have any obligation for payments by reason of this Lease following the termination.

     Nothing in this subparagraph 1(A) nor any other provision of this Lease will defer or terminate the rights and obligations of the parties under the other Operative Documents. Unlike this Lease, the other Operative Documents may, when executed, immediately impose payment obligations upon BNPPLC and LRC.

     (B) Option of BNPPLC to Terminate. BNPPLC will have the option to terminate this Lease, which BNPPLC may exercise by notice to LRC, at any time after any 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice. Such option may be exercised by BNPPLC as it deems appropriate in its sole and absolute discretion.

     (C) Automatic Termination. If LRC elects to accelerate the Designated Sale Date (as

Lease Agreement (Livermore/ Parcel 7) — Page 3

provided in the definition thereof in the Common Definitions and Provisions Agreement) prior to the Completion Date, or if a Termination of LRC’s Work occurs under and as provided in the Construction Agreement before the Completion Date, then this Lease will terminate automatically before the Term begins.

     (D) Extension of the Term. The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property.

     (A) Use. Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes

Lease Agreement (Livermore/ Parcel 7) — Page 4

incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld after completion of the Construction Project (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

The foregoing provisions of this subparagraph will not prevent a tenant under an Existing Space Lease executed prior to the Effective Date from using the space covered thereby for purposes expressly authorized by the terms and conditions of such Existing Space Lease.

     (B) Condition of the Property. LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C) Consideration for and Scope of Waiver. The provisions of subparagraph 2(B) have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

     However, such exclusion of representations and warranties by BNPPLC is not intended to impair any representations or warranties made by other parties, including any architects, engineers or contractors engaged to work on the Construction Project, the benefit of which may

Lease Agreement (Livermore/ Parcel 7) — Page 5

pass to LRC during the Term because of the definition of Personal Property and Property above.

3 Rent.

     (A) Base Rent Generally. On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“Base Rent”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B) Calculation of and Due Dates for Base Rent. Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally. For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods. Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula. Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

     (a) the product of:

• the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times

• the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge

Lease Agreement (Livermore/ Parcel 7) — Page 6

	Agreement), times
•	the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times
•	the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by
•	three hundred sixty, plus

     (b) the product of:

• the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times

• 100% minus the Collateral Percentage for such Base Rent Period, times

• the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times

• the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by

• three hundred sixty.

Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that no Pre-lease Force Majeure Losses have occurred; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% - 100%] x [1% + 4%]) x 30/360} =
$36,666

Lease Agreement (Livermore/ Parcel 7) — Page 7

     (C) Additional Rent. All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “Additional Rent”; and, collectively, Base Rent and Additional Rent are herein sometimes called “Rent”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D) Administrative Fees. In addition to other amounts payable by LRC hereunder, on or before each anniversary of the Effective Date after the Completion Date and prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “Administrative Fee”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (E) No Demand or Setoff. Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (F) Default Interest and Order of Application. All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

4 Nature of this Agreement.

     (A) “Net” Lease Generally. Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B) No Termination. Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property

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or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, (ix) any breach of an Existing Space Lease by the tenant thereunder, or (x) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C) Characterization of this Lease.

     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing,

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LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“Unexpected Recharacterization Taxes”), including any additional income or capital gain tax that may become due because of payments to BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “Forced Recharacterization”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property.

     (A) Local Impositions. Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

Lease Agreement (Livermore/ Parcel 7) — Page 10

     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B) Increased Costs; Capital Adequacy Charges. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC

Lease Agreement (Livermore/ Parcel 7) — Page 11

demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C) LRC’s Payment of Other Losses; General Indemnification. Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify. As directed by BNPPLC, LRC must pay,

Lease Agreement (Livermore/ Parcel 7) — Page 12

reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

• the ownership or alleged ownership of any interest in the Property or the Rent;

• the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;

• the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;

• any failure of the Property or LRC itself to comply with Applicable Laws;

• Existing Space Leases or other Permitted Encumbrances or any violation thereof;

• Hazardous Substance Activities, including those occurring prior to the Term;

• the enforcement of the Operative Documents;

• the making or maintenance of Funding Advances;

• the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or

• any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

Lease Agreement (Livermore/ Parcel 7) — Page 13

LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases. Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative

Lease Agreement (Livermore/ Parcel 7) — Page 14

Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

• appraisal fees;

• Uniform Commercial Code search fees;

• filing and recording fees;

• inspection fees and expenses;

• brokerage fees and commissions;

• survey fees;

• title policy premiums and escrow fees;

• any Breakage Costs;

• Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and

• all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims.

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or

Lease Agreement (Livermore/ Parcel 7) — Page 15

investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due. Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival. LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

     (D) Exceptions and Qualifications to Indemnities.

     (1) Exceptions. BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

• Excluded Taxes; or

• Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or

• Losses that result from any Liens Removable by BNPPLC; or

Lease Agreement (Livermore/ Parcel 7) — Page 16

• Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or

• Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or

• transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement .

     (2) Notice of Claims. If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC.

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any

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Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims. This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results

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in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E) Collection on Behalf of Participants. BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property. The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, as provided in the Construction Agreement, to the extent heretofore or hereafter acquired by LRC (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of BNPPLC by LRC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental.

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     (A) Environmental Covenants by LRC.

          (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

          (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

          (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

          (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B) Right of BNPPLC to do Remedial Work Not Performed by LRC. If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “Environmental Cure Period” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of

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such breach, or (4) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C) Environmental Inspections and Reviews. BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D) Communications Regarding Environmental Matters.

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could

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reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation.

     (A) Liability Insurance. Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum

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Insurance Requirements.

     (B) Property Insurance.

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C) Failure to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by

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BNPPLC until the date of reimbursement by LRC.

     (D) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application of Insurance and Condemnation Proceeds Generally. This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g.,damage

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resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C) Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level. If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of

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Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D) Special Provisions Applicable After the Term Expires or an Event of Default. Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if on or after the Completion Date the Property is damaged by fire or other casualty or less than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) either: (1) restore or improve the Property or the remainder thereof to a value no less than the Lease Balance and to a reasonably safe and sightly condition, or (2) restore the Property or remainder thereof to a reasonably safe and sightly condition and pay to BNPPLC for application as a Qualified Prepayment the amount (if any), as determined by BNPPLC, needed to reduce the Lease Balance to no more than the then current “AS IS” market value of the Property or remainder thereof.

     (F) Takings of All or Substantially All of the Property on or after the Completion Date. In the event of any taking of all or substantially all of the Property on or after the Completion Date, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

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10 Additional Representations, Warranties and Covenants of LRC Concerning the Property. LRC represents, warrants and covenants as follows:

     (A) Operation and Maintenance. LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (B) Debts for Construction, Maintenance, Operation or Development. LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C) Repair, Maintenance, Alterations and Additions. LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact

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on the value of the Property, after completion of the Work contemplated in the Construction Agreement.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC.

     (A) BNPPLC’s Consent Required. Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is

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continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B) Standard for BNPPLC’s Consent to Assignments and Certain Other Matters. Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C) Consent Not a Waiver. No consent by BNPPLC to a sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC.

     (A) Restrictions on Transfers. Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative

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Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B) Effect of Permitted Transfer or other Assignment by BNPPLC. If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents (other than any liability for a breach of any continuing obligation to provide Construction Advances under the Construction Agreement), and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC.

     (A) Right to Enter. BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B) Performance for LRC. If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies.

     (A) Traditional Lease Remedies. At any time after an Event of Default, BNPPLC will

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be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“Lease Termination Damages”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all

Lease Agreement (Livermore/ Parcel 7) — Page 31

the detriment proximately caused by LRC’s failure to perform LRC’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “worth at the time of award” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “worth at the time of award” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however, if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to have the meaning assigned to it in the Purchase Agreement and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

Lease Agreement (Livermore/ Parcel 7) — Page 32

     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B) Foreclosure Remedies. At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B, regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a sale to foreclose its lien and security interest granted in Exhibit B for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B, may proceed by a suit or suits in equity or at law, whether for a foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.\

     (C) Enforceability. This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D) Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the

Lease Agreement (Livermore/ Parcel 7) — Page 33

foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC. If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment. Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC hereunder, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to the Existing Space Leases and other Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination. Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC. Should LRC not purchase BNPPLC’s right, title and interest in

Lease Agreement (Livermore/ Parcel 7) — Page 34

the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality.

     (A) Proprietary Information. LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “proprietary information” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B) Confidentiality. BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the

Lease Agreement (Livermore/ Parcel 7) — Page 35

disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum. Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

21 Independent Obligations Evidenced by Other Operative Documents. LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

Lease Agreement (Livermore/ Parcel 7) — Page 36

     IN WITNESS WHEREOF, this Lease Agreement (Livermore/ Parcel 7) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Lease Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Lease Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Lease Agreement (Livermore/ Parcel 7) — Signature Page

Exhibit A

Legal Description

ALL OF PARCEL 7 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE PARCEL MAP 7341 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 268 OF PARCEL MAPS AT PAGE 85, TOGETHER WITH A PORTION OF PARCEL 14 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE MAP OF TRACT 7610 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 293 OF MAPS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER COMMON TO SAID PARCEL 7 AND PARCEL 14;

THENCE ALONG THE BOUNDARY LINE OF SAID PARCEL 7 THE FOLLOWING TEN (10) COURSES:

1. WESTERLY ALONG A NON-TANGENT 1278.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 05° 41’ 02” EAST, THROUGH A CENTRAL ANGLE OF 3° 38’ 58” AN ARC DISTANCE OF 81.402 FEET;

2. ALONG A REVERSE 1022.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 09° 20’ 00” WEST, THROUGH A CENTRAL ANGLE OF 9° 20’ 00” AN ARC DISTANCE OF 166.481 FEET;

3. WEST, 284.906 FEET;

4. NORTH, 666.259 FEET;

5. EASTERLY ALONG A NON-TANGENT 1452.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 01° 01’ 32” EAST, THROUGH A CENTRAL ANGLE OF 15° 46’ 40” AN ARC DISTANCE OF 399.843 FEET;

6. ALONG A REVERSE 29.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 14° 45’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 18.662 FEET;

7. ALONG A REVERSE 21.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 22° 07’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 13.514 FEET;

8. NORTH 75° 14’ 52” EAST, 30.267 FEET;

9. SOUTH 14° 45’ 08” EAST, 77.744 FEET; AND

10. SOUTH, 2.171 FEET,

THENCE LEAVING SAID BOUNDARY LINE OF PARCEL 7, EAST, 26.510 FEET;

THENCE SOUTH, 22.517 FEET;

THENCE EAST, 17.000 FEET;

THENCE SOUTH, 130.001 FEET;

THENCE WEST 27.000 FEET;

THENCE SOUTH, 222.595 FEET;

THENCE EAST, 44.018 FEET;

THENCE SOUTH, 250.002 FEET;

THENCE WEST, 5.526 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 7;

THENCE ALONG SAID EASTERLY LINE SOUTH, 41.262 FEET TO THE POINT OF BEGINNING.

A.P.N. 903-0010-018 and portion of 903-0010-31

Exhibit A to Lease Agreement (Livermore/ Parcel 7) — Page 2

Exhibit B

California Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     LRC, for and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid by Lloyd G. Cox, Trustee, of Dallas County, Texas (in this Exhibit called the “Trustee”), in order to secure the recovery of the Lease Balance by BNPPLC and the payment of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “Secured Obligations”), does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to the Trustee, IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any

proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “Collateral” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “Security”.)

FORECLOSURE BY POWER OF SALE

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 2

to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 3

or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “UCC”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 4

the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 5

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 6

been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 7

herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 8

EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 9

will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code ‘2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Livermore/ Parcel 7) — Page 10

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(LIVERMORE/ PARCEL 7)

between

BNP PARIBAS LEASING CORPORATION

and

LAM RESEARCH CORPORATION

Dated as of December 18, 2007

TABLE OF CONTENTS

	Page
ARTICLE I — LIST OF DEFINED TERMS		1
97-10/Meltdown Event		1
97-10/Prepayment		1
Active Negligence		1
Additional Rent		2
Administrative Fees		2
Advance Date		2
Affiliate		2
After Tax Basis		2
Applicable Laws		2
Applicable Purchaser		2
Arrangement Fee		3
Attorneys’ Fees		3
Banking Rules Change		3
Base Rent		3
Base Rent Commencement Date		3
Base Rent Date		3
Base Rent Period		4
BNPPLC		4
BNPPLC’s Parent		4
Breakage Costs		4
Break Even Price		5
Business Day		5
Capital Adequacy Charges		5
Carrying Costs		5
Closing Certificate		5
Closing Letter		6
Code		6
Collateral Percentage		6
Commitment Fees		6
Common Definitions and Provisions Agreement		6
Completion Date		6
Completion Notice		6
Constituent Documents		6
Construction Advances		6
Construction Agreement		6
Construction Allowance		6
Construction Period		7
Construction Project		7

	Page
Covered Construction Period Losses		7
Default		7
Default Rate		7
Designated Sale Date		7
Effective Date		8
Eligible Financial Institution		8
Environmental Laws		9
Environmental Losses		9
Environmental Report		9
ERISA		9
ERISA Affiliate		9
ERISA Termination Event		9
Escrowed Proceeds		10
Established Misconduct		10
Event of Default		11
Excluded Taxes		14
Existing Contract		16
Existing Space Leases		16
Fed Funds Rate		16
FOCB Notice		16
Funding Advances		16
GAAP		16
Hazardous Substance		16
Hazardous Substance Activity		17
Improvements		17
Indebtedness		17
Initial Advance		19
Interested Party		19
Land		19
Lease		19
Lease Balance		19
Lease Termination Damages		20
Liabilities		20
LIBID		20
LIBOR		20
LIBOR Election		21
LIBOR Period		22
Lien		22
Liens Removable by BNPPLC		22
Local Impositions		23
Losses		23
LRC		23
Maximum Remarketing Obligation		23

TABLE OF CONTENTS
(Continued)

	Page
Minimum Insurance Requirements		23
Multiemployer Plan		23
Notice of LRC’s Intent to Terminate		23
Operative Documents		23
Outstanding Construction Allowance		24
Participant		24
Participation Agreement		24
Permitted Encumbrances		24
Permitted Hazardous Substance Use		24
Permitted Hazardous Substances		25
Permitted Transfer		25
Person		26
Personal Property		26
Plan		26
Pledge Agreement		26
Pre-lease Force Majeure Event		26
Pre-lease Force Majeure Event Notice		26
Pre-lease Force Majeure Losses		26
Prime Rate		26
Prior Owner		27
Property		27
Purchase Agreement		27
Purchase Option		27
Qualified Affiliate		27
Qualified Income Payments		27
Qualified Prepayments		27
Real Property		28
Remedial Work		28
Rent		29
Responsible Financial Officer		29
Scope Change		29
Secured Spread		29
Subsidiary		29
Supplemental Payment		29
Supplemental Payment Obligation		29
Term		29
Termination of LRC’s Work		29
Transaction Expenses		29
Unfunded Benefit Liabilities		29

(iii)

TABLE OF CONTENTS
(Continued)

	Page
Unsecured Spread		29
Work		29
ARTICLE II — SHARED PROVISIONS		30
1.     Notices		30
2.      Severability		32
3.      No Merger		32
4.      No Implied Waiver		33
5.      Entire and Only Agreements		33
6.      Binding Effect		33
7.      Time is of the Essence		33
8.      Governing Law		33
9.      Paragraph Headings		33
10.    Negotiated Documents		33
11.    Terms Not Expressly Defined in an Operative Document		34
12.    Other Terms and References		34
13.    Execution in Counterparts		34
14.    Not a Partnership, Etc.		35
15.    No Fiduciary Relationship Intended		35

Annexes

Annex 22	LIBOR Election Form
Annex 23	Minimum Insurance Requirements
Annex 24	Participation Agreement Form
Annex 25	Alternative Participation Agreement Form

(iv)

COMMON DEFINITIONS
AND PROVISIONS AGREEMENT
(LIVERMORE/ PARCEL 7)

     This COMMON DEFINITIONS AND PROVISIONS AGREEMENT (LIVERMORE/ PARCEL 7) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, LRC and BNPPLC are executing the Closing Certificate (as defined below), the Lease (as defined below), the Construction Agreement (as defined below), the Pledge Agreement (as defined below) and the Purchase Agreement (as defined below), all of which concern LRC or the Property (as defined below). Each of the Closing Certificate, the Lease, the Construction Agreement, the Pledge Agreement and the Purchase Agreement (together with this Agreement, the “Operative Documents”) are intended to create separate and independent obligations upon the parties thereto. However, LRC and BNPPLC intend that all of the Operative Documents share certain consistent definitions and other miscellaneous provisions. To that end, the parties are executing this Agreement and incorporating it by reference into each of the other Operative Documents.

AGREEMENTS

ARTICLE I — LIST OF DEFINED TERMS

     Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:

     “97-10/Meltdown Event” has the meaning indicated in the Construction Agreement.

     “97-10/Prepayment” has the meaning indicated in the Construction Agreement.

     “Active Negligence” of any Person means, and is limited to, the negligent conduct on the Property (and not mere omissions) by such Person or by others acting and authorized to act on such Person’s behalf (other than LRC) in a manner that proximately causes actual bodily injury or property damage for which LRC does not carry (and is not obligated by the Construction Agreement or the Lease to carry) insurance. “Active Negligence” will not include (1) any negligent failure of BNPPLC to act when the duty to act would not have been imposed but for BNPPLC’s status as owner of any interest in the Land, the Improvements or any other Property or as a party to the transactions described in the Lease or the other Operative Documents, (2) any negligent failure of any other Interested Party to act when the duty to act would not have been imposed but for such party’s contractual or other relationship to BNPPLC or participation or facilitation in any manner, directly or indirectly, of the transactions described in the Lease or other Operative Documents, or (3) the exercise in a lawful manner by BNPPLC (or any party lawfully claiming through or under BNPPLC) of any right or remedy provided in or under the Lease or the other Operative Documents consistent with the terms hereof.

     “Additional Rent” has the meaning indicated in subparagraph 3(C) of the Lease. The term “Additional Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Administrative Fees” means the fees identified as such in subparagraph 3(D) of the Lease and subparagraph 3(A) of the Construction Agreement.

     “Advance Date” means, regardless of whether any Construction Advance is actually made on such date, the first Business Day of every calendar month, beginning with the first Business Day of the first calendar month after the Effective Date and continuing regularly thereafter to and including the Base Rent Commencement Date, which will be the last Advance Date.

     “Affiliate” of any Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” when used with respect to any Person means the power to direct the management of policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “After Tax Basis” has the meaning indicated in subparagraph 5(C)(1) of the Lease.

     “Applicable Laws” means any or all of the following, to the extent applicable to BNPPLC, LRC, the Property or the Operative Documents, after giving effect to the contractual choice of law provisions in the Operative Documents: restrictive covenants; zoning ordinances and building codes; flood disaster laws; health, safety and environmental laws and regulations; the Americans with Disabilities Act and other laws pertaining to disabled persons; and other

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 2

laws, statutes, ordinances, rules, permits, regulations, orders, determinations and court decisions.

     “Applicable Purchaser” means any third party designated to purchase BNPPLC’s interest in the Property and in any Escrowed Proceeds as provided in the Purchase Agreement.

     “Arrangement Fee” has the meaning indicated in the Construction Agreement.

     “Attorneys’ Fees” means the reasonable fees and reasonable out-of-pocket expenses of counsel to the parties incurring the same, excluding costs or expenses of in-house counsel (whether or not accounted for as general overhead or administrative expenses), but otherwise including printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. Such terms will also include all such reasonable fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any manner of proceeding is brought with respect to the matter for which such fees and expenses were incurred.

     “Banking Rules Change” means either: (1) the introduction of or any change after the Effective Date in any law or regulation applicable to BNPPLC, BNPPLC’s Parent or any Participant, or in the generally accepted interpretation by the institutional lending community of any such law or regulation, or in the interpretation of any such law or regulation asserted by any regulator, court or other governmental authority or (2) the compliance by BNPPLC or BNPPLC’s Parent or any Participant with any new guideline or new request issued after the Effective Date from any central bank or other governmental authority (whether or not having the force of law).

     “Base Rent” means the rent payable by LRC pursuant to subparagraph 3(A) of the Lease.

     “Base Rent Commencement Date” means the first Business Day of the first calendar month after the Completion Date.

     “Base Rent Date” means a date upon which Base Rent must be paid under the Lease, all of which dates will be the first Business Day of a calendar month. The first Base Rent Date will be the first Business Day of the first calendar month following the Base Rent Commencement Date, which is consistent with the understanding of the parties that the first Base Rent Period will be subject to a LIBOR Election of one month. Each successive Base Rent Date after the first Base Rent Date will be the first Business Day of the first or third calendar month following the calendar month which includes the preceding Base Rent Date, determined as follows:

     (1) If a LIBOR Election of one month is in effect on a Base Rent Date, then the first Business Day of the first calendar month following such Base Rent Date will be the next following Base Rent Date.

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 3

     (2) If a LIBOR Election of two months is in effect on a Base Rent Date, then the first Business Day of the second calendar month following such Base Rent Date will be the next following Base Rent Date.

     (3) If a LIBOR Election of three months or longer is in effect on a Base Rent Date, then the first Business Day of the third calendar month following such Base Rent Date will be the next following Base Rent Date.

Thus, for example, if a Base Rent Period commences on the first Business Day of September, 2009 and a LIBOR Election of three months applies to such Base Rent Period, then the next following Base Rent Date will be the first Business Day of December, 2009.

     “Base Rent Period” means a period for which Base Rent must be paid under the Lease, each of which periods will correspond to the LIBOR Election for the period. The first Base Rent Period will begin on the Base Rent Commencement Date, and each successive Base Rent Period will begin on the Base Rent Date upon which the preceding Base Rent Period ends. Each Base Rent Period, including the first Base Rent Period, will end on the first or second Base Rent Date after the Base Rent Date upon which such period began, determined as follows:

     (1) If a LIBOR Election of one month, two months or three months is in effect for a Base Rent Period, then such Base Rent Period will end on the first Base Rent Date after the Base Rent Date upon which such period began.

     (2) If a LIBOR Election of six months is in effect for a Base Rent Period, then such Base Rent Period will end on the second Base Rent Date after the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by two examples:

     1) If LRC makes a LIBOR Election of three months for a hypothetical Base Rent Period beginning on the first Business Day in January, 2010, then such Base Rent Period will end on the first Base Rent Date after it begins; that is, such Base Rent Period will end on the first Business Day in April, 2010, the third calendar month after January, 2010.

     2) If, however, LRC makes a LIBOR Election of six months for the hypothetical Base Rent Period beginning on the first Business Day in January, 2010, then such Base Rent Period will end on the second Base Rent Date after it begins; that is, the first Business Day in July, 2010.

     “BNPPLC” means BNPPLC Leasing Corporation, a Delaware corporation.

     “BNPPLC’s Parent” means BNP Paribas, a bank organized and existing under the laws

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of France, and any successors of such bank.

     “Breakage Costs” means any and all costs, losses or expenses incurred or sustained by BNPPLC’s Parent or any Participant, for which BNPPLC’s Parent or the Participant requests reimbursement from BNPPLC, because of:

     (1) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon application of a Qualified Prepayment or upon any sale of the Property pursuant to the Purchase Agreement, if such application or sale occurs on any day other than the last day of a LIBOR Period; or

     (2) the resulting liquidation or redeployment of deposits or other funds that were reserved to provide a Construction Advance requested by LRC, if and when the Construction Advance is not made as anticipated, either because LRC declined to accept the Construction Advance for any reason or because LRC failed to satisfy any of the conditions to such Construction Advance specified in the Construction Agreement; or

     (3) the resulting liquidation or redeployment of deposits or other funds that were used to make or maintain Funding Advances upon the acceleration of the end of any LIBOR Period because of an acceleration of the Designated Sale Date as described in clauses (2) or (3) of the definition thereof.

Breakage Costs will include, for example, losses on Funding Advances maintained by BNPPLC’s Parent or any Participant which are attributable to any decline in LIBOR as of the effective date of any application described in the clause (1) preceding, as compared to the LIBOR for the then current LIBOR Period. Each determination of Breakage Costs by BNPPLC’s Parent or a Participant, as applicable, will be conclusive and binding upon LRC in the absence of clear and demonstrable error.

     “Break Even Price” has the meaning indicated in the Purchase Agreement.

     “Business Day” means any day that is (1) not a Saturday, Sunday or day on which commercial banks are generally closed or required to be closed in New York City, New York, and (2) a day on which dealings in deposits of dollars are transacted in the London interbank market; provided, that if such dealings are suspended indefinitely for any reason, “Business Day” will mean any day described in clause (1).

     “Capital Adequacy Charges” means any additional amounts BNPPLC’s Parent or any Participant requests BNPPLC to pay as compensation for an increase in required capital as provided in subparagraph 5(B)(2) of the Lease.

     “Carrying Costs” has the meaning indicated in the Construction Agreement.

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     “Closing Certificate” means the Closing Certificate and Agreement (Livermore/ Parcel 7) dated as of the Effective Date executed by LRC and BNPPLC, as such Closing Certificate and Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Closing Letter” means the letter agreement dated as of the Effective Date between BNPPLC and LRC confirming the amount of the Initial Advance and the Transaction Expenses paid from the Initial Advance.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral Percentage” means, for each Base Rent Period or portion thereof, a percentage equal to the lesser of (1) one hundred percent (100%) or (2) a fraction, the numerator of which equals the Value of Cash Collateral subject to a Qualified Pledge under the Pledge Agreement on the first day of such Base Rent Period, and the denominator of which equals (a) the Lease Balance determined as of the first day of such Base Rent Period, less (b) Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses. (As used in this definition, the terms “Value” and “Cash Collateral” and “Qualified Pledge” are intended to have the respective meanings assigned to them in the Pledge Agreement.)

     “Commitment Fees” has the meaning indicated in the Construction Agreement.

     “Common Definitions and Provisions Agreement” means this Agreement, which is incorporated by reference into each of the other Operative Documents, as this Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Completion Date” has the meaning indicated in the Construction Agreement.

     “Completion Notice” has the meaning indicated in the Construction Agreement.

     “Constituent Documents” of any entity means the organizational documents pursuant to which such entity was created and is governed, such as the articles of incorporation and bylaws of a corporation, the articles of organization and regulations of a limited liability company or the partnership agreement of a partnership.

     “Construction Advances” has the meaning indicated in the Construction Agreement.

     “Construction Agreement” means the Construction Agreement (Livermore/ Parcel 7) dated as of the Effective Date between BNPPLC and LRC, as such Construction Agreement may

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be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Construction Allowance” has the meaning indicated in the Construction Agreement.

     “Construction Period” means each successive period of approximately one month, with the first Construction Period to begin on the Effective Date and end on the first Advance Date. Each successive Construction Period after the first Construction Period will begin on the day on which the preceding Construction Period ends and will end on the next following Advance Date, until the last Construction Period, which will end on the earlier of the Base Rent Commencement Date or any Designated Sale Date upon which LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement.

     “Construction Project” has the meaning indicated in the Construction Agreement.

     “Covered Construction Period Losses” has the meaning indicated in the Construction Agreement.

     “Default” means any event or circumstance which constitutes, or which would with the passage of time or the giving of notice or both (if not cured within any applicable cure period) constitute, an Event of Default.

     “Default Rate” means (1) for purpose of computing any interest that accrues at such rate on the Designated Sale Date or any day prior to the Designated Sale Date, a per annum rate equal to two percent (2%) above LIBOR in effect on such day; and (2) for purpose of computing any interest that accrues at such rate on any day after the Designated Sale Date, a per annum rate equal to two percent (2%) above the Prime Rate in effect on such day; except that for purposes of computing interest accruing for any period that commences thirty or more days after the Designated Sale Date on any Base Rent or Supplemental Payment that has become due, but remains to be paid to BNPPLC by LRC, the Default Rate will mean a floating per annum rate equal to five percent (5%) above the Prime Rate. Notwithstanding the foregoing, in no event will the “Default Rate” at any time exceed the maximum interest rate permitted by Applicable Laws.

     “Designated Sale Date” means the earliest of:

     (1) the earlier of (a) date upon which the Term is scheduled to expire as provided in subparagraph 1(A) of the Lease (which states that the Term will expire on the first Business Day of January, 2015), or (b) any date upon which the Lease terminates pursuant to subparagraph 1(B) or subparagraph 1(C) of the Lease; or

     (2) any Business Day designated as the “Designated Sale Date” for purposes

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of this Agreement and the other Operative Documents in an irrevocable, unconditional notice given by LRC to BNPPLC before any 97-10/Meltdown Event has occurred; provided, that if the Business Day so designated by LRC as the Designated Sale Date is not at least twenty days after the date of such notice, the notice will be of no effect for purposes of this definition; and provided, further, that to be effective, any such notice must include an irrevocable exercise by LRC of the Purchase Option under subparagraph 2(A)(1) of the Purchase Agreement and thereby obligate LRC to tender payment of the full Break Even Price to BNPPLC on the Business Day so designated; or

     (3) any Business Day designated as the “Designated Sale Date” for purposes of this Agreement and the other Operative Documents in a notice given by BNPPLC to LRC:

• when an Event of Default has occurred and is continuing and after the Completion Date; or

• after a 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice from LRC or; or

• following any change in the zoning or other Applicable Laws after the Completion Date affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or

• following any discovery of conditions or circumstances on or about the Property after the Completion Date, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property;

provided, however, that if the Business Day so designated by BNPPLC as the Designated Sale Date is not at least thirty days after the date of such notice, the notice will be of no effect for purposes of this definition.

     “Effective Date” means December 18, 2007.

     “Eligible Financial Institution” means (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”) or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and

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having total assets in excess of $5,000,000,000; provided, that such bank is acting through a branch or agency located in the United States; (c) the central bank of any country which is a member of the OECD; and (d) a finance company, insurance company or other financial institution (whether a corporation, partnership or other entity, but excluding any savings and loan association) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $5,000,000,000; provided, however, that in no event shall any bank or other Person qualify as an Eligible Financial Institution at any time when it or its parent company has outstanding obligations with a credit rating less than investment grade from Standard & Poor’s, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. or another nationally recognized rating service.

     “Environmental Laws” means any and all existing and future Applicable Laws pertaining to safety, health or the environment, or to Hazardous Substances or Hazardous Substance Activities, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Environmental Losses” means Losses suffered or incurred by BNPPLC or any other Interested Party, directly or indirectly, relating to or arising out of, based on or as a result of any of the following: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Interested Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this definition or any allegation of any such matters.

     “Environmental Report” means the following report: September 2007 Phase I Environmental Site Assessment by Environmental Resources Management, ERM, KLA Tencor Corporation Site 1 and 101 Portola Avenue Livermore, CA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of LRC’s controlled group, or under common control with LRC, within the meaning of Section 414 of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder.

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 9

     “ERISA Termination Event” means (a) the occurrence with respect to any Plan of (1) a reportable event described in Sections 4043(b)(5) or (6) of ERISA or (2) any other reportable event described in Section 4043(b) of ERISA other than a reportable event not subject to the provision for thirty-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of LRC or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any Plan or the treatment of any Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

     “Escrowed Proceeds” means, subject to the exclusions specified in the next sentence, any money that is received by BNPPLC from time to time during the Term (and any interest earned thereon) from any party (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction imposed by any Governmental Authority upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for physical damage to the Property or (4) as compensation under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property; provided, however, in determining the amount of “Escrowed Proceeds” there will be deducted all expenses and costs of every type, kind and nature (including Attorneys’ Fees) incurred by BNPPLC to collect such proceeds. Notwithstanding the foregoing, “Escrowed Proceeds” will not include (A) any payment to BNPPLC by any Participant or by an Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4), (B) any money or proceeds that have been applied as a Qualified Prepayment or to pay any Breakage Costs or other costs incurred in connection with a Qualified Prepayment, (C) any money or proceeds that, after no less than ten days notice to LRC, BNPPLC returns or pays to a third party because of BNPPLC’s good faith belief that such return or payment is required by law, (D) any money or proceeds paid by BNPPLC to LRC or offset against any amount owed by LRC, or (E) any money or proceeds used by BNPPLC in accordance with the Lease for repairs or the restoration of the Property or to obtain development rights or the release of restrictions that will inure to the benefit of future owners or occupants of the Property. Until Escrowed Proceeds are paid to LRC pursuant to Paragraph 9 of the Lease, transferred to a purchaser under the Purchase Agreement as therein provided or applied as a Qualified Prepayment or as otherwise described in the preceding sentence, BNPPLC will keep the same deposited in one or more interest bearing accounts, and all interest earned on such account will be added to and made a part of Escrowed Proceeds.

     “Established Misconduct” of a Person means, and is limited to:

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 10

     (1) if the Person is bound by the Operative Documents or the Participation Agreement, conduct of such Person that constitutes a breach by it of the express provisions of the Operative Documents or the Participation Agreement, as applicable, and that continues beyond any period for cure provided therein, as determined in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination, and

     (2) conduct of such Person or its Affiliates that has been determined to constitute willful misconduct or Active Negligence in or as a necessary element of a final judgment rendered against such Person by a court with jurisdiction to make such determination.

In no event, however, will Established Misconduct include actions of any Person undertaken in good faith to mitigate Losses that such Person may suffer because of a breach or repudiation by LRC of any of the Operative Documents. Further, negligence other than Active Negligence will not in any event constitute Established Misconduct. For purposes of this definition, “conduct of a Person” will consist of (1) the conduct of any employee of that Person, and (2) the conduct of an agent of that Person (such as an independent environmental consultant engaged by that Person), but only to the extent that the agent is (a) acting within the scope of the authority granted to him by such Person, and (b) neither LRC nor acting with the consent or approval of or at the request of or under the direction of LRC or LRC’s Affiliates, employees or agents. Established Misconduct of one Interested Party will not be attributed to a second Interested Party unless the second Interested Party is an Affiliate of the first, and it is understood that BNPPLC has not been authorized, and nothing in the Participation Agreement will be construed as authorizing BNPPLC, to act as an “agent” for any Participant as the term is used in this definition.

     “Event of Default” means any of the following:

     (A) LRC fails to pay when due any installment of Base Rent or Administrative Fees required by the Lease, and such failure continues for three Business Days after LRC is notified in writing thereof.

     (B) LRC fails to pay the full amount of any 97-10/Prepayment when due as provided in the Construction Agreement or fails to pay the full amount of any Supplemental Payment as provided in the Purchase Agreement on the Designated Sale Date.

     (C) LRC fails to pay when first due any amount required by the Operative Documents (other than Base Rent or Administrative Fees required as provided in the Lease, any 97-10/Prepayment required as provided in the Construction Agreement or any Supplemental Payment required as provided in the Purchase Agreement) and such failure continues for ten Business Days after LRC is notified in writing thereof.

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     (D) Any representation or warranty of LRC contained in any of the Operative Documents or in any certificate or other document delivered by LRC pursuant to the Operative Documents is determined by BNPPLC to have been false or misleading in any material respect when made, and LRC fails to cause such representation or warranty to be made true and not misleading within ten Business Days after LRC is notified in writing of such determination by BNPPLC.

     (E) LRC fails to comply with any provision of the Operative Documents (other than as described in the other clauses of this definition) and does not cure such failure prior to the earliest of (1) thirty days after notice thereof is given to LRC, or (2) the date any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such failure, or (3) the date any third party claim or criminal prosecution is instituted or overtly threatened against any Interested Party or any of its directors, officers or employees because of such failure; provided, however, that so long as no such writ or order is issued and no such third party claim or criminal prosecution is instituted or overtly threatened, the period within which such failure may be cured by LRC will be extended for a further period (not to exceed an additional one hundred eighty days) as is necessary for the curing thereof with diligence, if (but only if) (x) such failure is susceptible of cure but cannot with reasonable diligence be cured within such thirty day period, (y) LRC promptly commences to cure such failure and thereafter continuously prosecutes the curing thereof with reasonable diligence and (z) the extension of the period for cure will not, in any event, cause the period for cure to extend to or beyond the Designated Sale Date.

     (F) LRC abandons any material part of the Property.

     (G) Any event occurs or circumstance exists that constitutes an “Event of Default” as defined in the Pledge Agreement.

     (H) LRC or any Subsidiary of LRC fails to pay any principal of or premium or interest on any of its Indebtedness which is outstanding in a principal amount of at least $25,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared by the creditor to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the stated maturity thereof.

     (I) LRC or any material Subsidiary of LRC is generally not paying its debts as such

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debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against LRC or any material Subsidiary of LRC seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed or unstayed for a period of sixty consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or LRC or any material Subsidiary of LRC takes any corporate action to authorize any of the actions set forth above in this clause.

     (J) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing its dissolution and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (K) Any order, judgment or decree is entered in any proceedings against LRC or any of LRC’s material Subsidiaries decreeing a divestiture of any of assets that represent a substantial part, or the divestiture of the stock of any of LRC’s Subsidiaries whose assets represent a substantial part, of the total assets of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) or which requires the divestiture of assets, or stock of any of LRC’s Subsidiaries, which have contributed a substantial part of the net income of LRC and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than sixty days.

     (L) A judgment or order for the payment of money in an amount (not covered by insurance) which exceeds $25,000,000 is rendered against LRC or any of LRC’s Subsidiaries and either (i) enforcement proceedings is commenced by any creditor upon such judgment, or (ii) within thirty days after the entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within thirty days after the expiration of any such stay, such judgment is not discharged.

     (M) Any ERISA Termination Event occurs that BNPPLC determines in good faith would constitute grounds for a termination of any Plan or for the appointment by the appropriate United States district court of a trustee to administer any Plan and such ERISA Termination Event is continuing thirty days after notice to such effect is given to LRC by BNPPLC, or any Plan is terminated, or a trustee is appointed by a United States district court to administer any Plan, or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any Plan or to appoint a trustee to administer any Plan.

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     (N) LRC enters into any transaction which would cause any of the Operative Documents or any other document executed in connection herewith (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

     (O) Any event or circumstance having a Material Adverse Effect occurs and is not rectified before the end of thirty Business Days after LRC is notified in writing thereof.

     (P) LRC shall fail to comply with subparagraph 3(A) of the Closing Certificate, which requires that LRC and its Subsidiaries maintain a minimum amount of unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP.

     (Q) Any of the following shall occur: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests (as defined below) representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of LRC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of LRC by Persons who were neither (i) nominated by the board of directors of LRC nor (ii) appointed by directors so nominated. (As used in this paragraph, “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.)

     (R) Any “Event of Default” shall occur as defined in any other Common Definitions and Provisions Agreement executed by LRC and BNPPLC, it being understood that the parties are executing and may in the future execute such other agreements in connection with arrangements that are similar to those contemplated by the Operative Documents, but that cover properties other than the Property.

     (S) LRC shall in writing or in any legal proceedings repudiate any of the Operative Documents or assert that any of the Operative Documents are not valid or enforceable as written or that BNPPLC does not own or have a lien or security interest in the Property by reason of the Operative Documents.

     “Excluded Taxes” means:

     (1) taxes upon or measured by net income to the extent such taxes are (A) payable in respect of Base Rent or other Qualified Income Payments, or (B) (i) payable

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by BNPPLC in respect of any Qualified Prepayment or any net sales proceeds paid to BNPPLC upon a sale of the Property because of a refusal of tax authorities to accept the intended characterization of the Lease and other Operative Documents as a financing arrangement for tax purposes, and (ii) offset in the same taxable period by a reduction in the taxes of BNPPLC which are not indemnified by LRC because of depreciation deductions or other tax benefits available to BNPPLC only because of the refusal of the tax authorities to treat the Lease and other Operative Documents as a financing arrangement; and

     (2) any transfer or change of ownership taxes assessed because of BNPPLC’s transfer or conveyance to any third party of any rights or interest in the Operative Documents or the Property; save and except, however, any such taxes assessed because of (i) any Permitted Transfer under clauses (1) or (2) of the definition of Permitted Transfer in this Agreement, or (ii) any sale of the Property by BNPPLC required by the Purchase Agreement or with respect to which the Purchase Agreement governs the distribution and allocation of sales proceeds; and

     (3) taxes that result solely from an act or event, or are attributable solely to any period of time, that occurs after the latest of:

     (i) the expiration of the Term with respect to the Property and, if the Lease or other Operative Documents require the return of the Property to BNPPLC, such return;

     (ii) any sale or Deemed Sale (as defined in the Purchase Agreement) of the Property pursuant to the Purchase Agreement; or

     (iii) the discharge in full of LRC’s obligation to pay or do anything to cause or assure the payment of the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents;

except any such taxes that are imposed on or with respect to payments that become due under the Operative Documents after such expiration, sale or discharge, and in any event excluding taxes that relate to acts, events, or matters occurring at or prior to the latest of any such expiration, sale or discharge.

It is understood that if tax rates used to calculate income taxes which constitute Excluded Taxes under clause (1) of this definition are increased, the resulting increase will not be subject to reimbursement or indemnification by LRC. If, however, a change in Applicable Laws after the Effective Date, as applied to the transactions contemplated by the Operative Documents on a stand-alone basis, results in an increase in such income taxes for any reason other than an increase in the applicable tax rates (e.g., a disallowance of deductions that would otherwise be

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 15

available against payments described in clause (1) of this definition), then for purposes of the Operative Documents, the term “Excluded Taxes” will not include the actual increase in such taxes attributable to the change. Accordingly, BNPPLC, BNPPLC=s Parent and any Participant may recover any such net increase from LRC pursuant to subparagraph 5(B) of the Lease.

It is also understood that nothing in this definition of “Excluded Taxes” will prevent any Original Indemnity Payment (as defined in subparagraph 5(C)(1) of the Lease) from being paid on an After Tax Basis.

     “Existing Contract” means that certain Purchase and Sale Agreement dated August 22, 2007 between the Prior Owner and LRC, under which rights of LRC (as the buyer) have been assigned to BNPPLC.

     “Existing Space Leases” means leases or subleases of space within the Improvements, if any, which are executed on or prior to the Effective Date by BNPPLC or any predecessor in interest of BNPPLC and included in the list of Permitted Encumbrances attached as Exhibit B to the Closing Certificate.

     “Fed Funds Rate” means, for any period, a fluctuating interest rate (expressed as a per annum rate and rounded upwards, if necessary, to the next 1/16 of 1%) equal on each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rates are not so published for any day which is a Business Day, the average of the quotations for each day during such period on such transactions received by BNPPLC’s Parent from three Federal funds brokers of recognized standing selected by BNPPLC’s Parent.

     “FOCB Notice” has the meaning indicated in the Construction Agreement.

     “Funding Advances” means all advances made by BNPPLC’s Parent or any Participant to or on behalf of BNPPLC to allow BNPPLC to make the Initial Advance and to provide the Construction Allowance or maintain its investment in the Property.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements delivered by LRC to BNPPLC prior to the Effective Date, which are the subject of representations in subparagraph 2(A)(4) of the Closing Certificate.

     “Governmental Authority” means (1) the United States, the state, the county, the municipality, and any other political subdivision in which the Land is located, and (2) any other nation, state or other political subdivision or agency or instrumentality thereof having or

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asserting jurisdiction over LRC or the Property.

     “Hazardous Substance” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, regulated under, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste or substance,” “infectious waste,” “toxic substance,” “toxic pollutant,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including ignitability, corrosiveness, reactivity, carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iii) asbestos and any asbestos containing material; and (iv) any other material that, because of its quantity, concentration or physical or chemical characteristics, is the subject of regulation under Applicable Law or poses a significant present or potential hazard to human health or safety or to the environment if released into the workplace or the environment.

     “Hazardous Substance Activity” means any actual, proposed or threatened use, storage, holding, release (including any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling or transportation of any Hazardous Substance from, under, in, into or on the Property, including the movement or migration of any Hazardous Substance from surrounding property, surface water, groundwater or any body of water under, in, into or onto the Property and any resulting residual Hazardous Substance contamination in, on or under the Property. “Hazardous Substance Activity” also means any existence of Hazardous Substances on the Property that would cause the Property or the owner or operator thereof to be in violation of, or that would subject the Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances pertaining to the Property.

     “Improvements” means any and all (1) buildings and other real property improvements previously or hereafter erected on the Land, and (2) equipment (e.g., HVAC systems, elevators and plumbing fixtures) attached to the buildings or other real property improvements, the removal of which would cause structural or other material damage to the buildings or other real property improvements or would materially and adversely affect the value or use of the buildings or other real property improvements.

     “Indebtedness” of any Person means (without duplication of any item) Liabilities of such Person in any of the following categories:

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     (A) Liabilities for borrowed money;

     (B) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

     (C) Liabilities evidenced by a bond, debenture, note or similar instrument;

     (D) Liabilities which (1) would under GAAP be shown on such Person’s balance sheet as a liability, and (2) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations);

     (E) Liabilities constituting principal under leases capitalized in accordance with GAAP;

     (F) Liabilities arising under conditional sales or other title retention agreements;

     (G) Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

     (H) Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arises out of or in connection with the sale or issuance of the same or similar securities or property;

     (I) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

     (J) Liabilities with respect to payments received in consideration of oil, gas, or other commodities yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment);

     (K) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor; or

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     (L) Liabilities under any “synthetic” or other lease of property or related documents (including a separate purchase agreement) which obligate such Person or any of its Affiliates (whether by purchasing or causing another Person to purchase any interest in the leased property or otherwise) to guarantee a minimum residual value of the leased property to the lessor.

For purposes of this definition, the amount of Liabilities described in the last clause of the preceding sentence with respect to any lease classified according to GAAP as an “operating lease,” will equal the sum of (1) the present value of rentals and other minimum lease payments required in connection with such lease (calculated in accordance with SFAS 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as an operating lease or capital lease), plus (2) the fair value of the property covered by the lease; except that such amount will not exceed the price, as of the date a determination of Indebtedness is required hereunder, for which the lessee can purchase the leased property pursuant to any valid ongoing purchase option if, upon such a purchase, the lessee will be excused from paying rentals or other minimum lease payments that would otherwise accrue after the purchase.

Notwithstanding the foregoing, the “Indebtedness” of any Person will not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

     “Initial Advance” has the meaning indicated in the Construction Agreement.

     “Interested Party” means each of following Persons and their Affiliates: (1) BNPPLC and its successors and permitted assigns as to the Property or any part thereof or any interest therein; (2) BNPPLC’s Parent; and (3) the Participants; provided, however, none of the following Persons will constitute an Interested Party: (a) any Person to whom BNPPLC may transfer an interest in the Property by a conveyance that is not a Permitted Transfer and others that cannot lawfully claim an interest in the Property except through or under a transfer by such a Person, (b) LRC and its Affiliates, (c) any Person claiming through or under a conveyance made by LRC after any purchase by LRC of BNPPLC’s interest in the Property pursuant to the Purchase Agreement, or (d) any Applicable Purchaser designated by LRC under the Purchase Agreement who purchases the Property pursuant to a sale arranged by LRC and any Person that cannot lawfully claim an interest in the Property except through or under a conveyance from such an Applicable Purchaser.

     “Land” means the land described in Exhibit A attached to the Closing Certificate, the Lease and the Purchase Agreement.

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     “Lease” means the Lease Agreement (Livermore/ Parcel 7) dated as of the Effective Date between BNPPLC, as landlord, and LRC, as tenant, pursuant to which LRC has agreed to lease BNPPLC’s interest in the Property, as such Lease Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Lease Balance” means, as of any date, the amount equal to the sum of the Initial Advance, plus the sum of all Construction Advances, Carrying Costs and other amounts added to the Outstanding Construction Allowance as provided in the Construction Agreement on or prior to such date, minus all funds actually received by BNPPLC and applied as Qualified Prepayments on or prior to such date. Under no circumstances will any payment of Base Rent or other Qualified Income Payments reduce the Lease Balance.

     “Lease Termination Damages” has the meaning indicated in subparagraph 14(A)(3)(c) of the Lease.

     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “LIBID” means (1) for any period that is included in or coincides with a Base Rent Period, the per annum rate equal to LIBOR for such Base Rent Period, minus twelve and one-half basis points (12.5/100 of 1%); and (2) for each day after the last Base Rent Period, a per annum rate equal to LIBOR for the LIBOR Period that includes such day, less twelve and one-half basis points (12.5/100 of 1%).

     “LIBOR” means, for any LIBOR Period, the per annum rate equal to:

     (a) the offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the day that is two London Banking Days (hereinafter defined) prior to the day upon which such LIBOR Period begins (the “Reset Date”), as reported:

     (1) on Reuters Screen LIBOR01 page (or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed) by the Reuters service; or

     (2) on Moneyline Telerate Page 3750, British Bankers Association Interest Settlement Rates, or another news page selected by BNPPLC’s Parent if the Reuters Screen LIBOR01 page is removed from the Reuters system or changed such that, in the opinion of BNPPLC’s Parent, the interest rates shown on it no longer represent the same kind of interest rates as when the Operative Documents were executed; or

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     (b) if such offered rate is for any reason unavailable, the rate per annum determined by BNPPLC’s Parent on the basis of rates offered for deposits in U.S. dollars by four major banks in the London interbank market selected by BNPPLC’s Parent (“Reference Banks”) at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the Reset Date to prime banks in the London interbank market for a period corresponding as nearly as possible to the applicable LIBOR Period. (If this clause (b) applies, BNPPLC’s Parent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, “LIBOR” will be the arithmetic mean of the quotations. If, however, fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of the rates quoted by major banks in New York selected by BNPPLC’s Parent, at approximately 11:00 a.m., New York time, on the Reset Date for loans in U.S. dollars to leading U.S. banks for a period corresponding as nearly as possible to the applicable LIBOR Period.)

As used in this definition, “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

If for any reason BNPPLC determines that it is impossible or unreasonably difficult to determine LIBOR for any given LIBOR Period in accordance with the foregoing, then the “LIBOR” for that period will equal any published index or per annum interest rate determined in good faith by BNPPLC to be comparable to LIBOR at the beginning of the first day of that period. A comparable interest rate might be, for example, the then existing yield on short term United States Treasury obligations (as compiled by and published in the then most recently published United States Federal Reserve Statistical Release H.15(519) or its successor publication), plus or minus a fixed adjustment based on BNPPLC’s comparison of past eurodollar market rates to past yields on such Treasury obligations.

     “LIBOR Election” means an election to have any Base Rent Period extend for approximately one month, two months, three months or six months. Subject to the limitations and qualifications set forth in this definition, LRC may make any Base Rent Period subject to a LIBOR Election by a notice given to BNPPLC in the form attached as Annex 1 at least five Business Days prior to the commencement of such Base Rent Period. After a LIBOR Election becomes effective, it will remain in effect for all subsequent Base Rent Periods until a different election is made in accordance with the provisions of this definition. (For purposes of the definition of Base Rent Periods above, a LIBOR Election for any Base Rent Period will also be considered the LIBOR Election in effect on the Effective Date or Base Rent Date upon which such Base Rent Period begins.) Notwithstanding the foregoing:

• No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term.

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• Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period.

• If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month.

• If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions.

     “LIBOR Period” means any Construction Period or Base Rent Period. It also means, for purposes of computing any interest that accrues after the last Base Rent Period as provided in subparagraph 3(D)(4) of the Purchase Agreement, any successive period that begins on the last day of a preceding LIBOR Period ends and ends on the first Business Day of the next following calendar month.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to sell receivables with recourse, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     “Liens Removable by BNPPLC” means, and is limited to, Liens encumbering the Property that are asserted (1) other than as contemplated in the Operative Documents, by BNPPLC itself or by BNPPLC’s Parent, (2) by third parties lawfully claiming through or under BNPPLC, or (3) by third parties claiming under a deed or other instrument duly executed by BNPPLC; provided, however, Liens Removable by BNPPLC will not include (A) any Permitted Encumbrances (regardless of whether claimed through or under BNPPLC), (B) the Operative Documents or any other document executed by BNPPLC with the knowledge of (and without objection by) LRC or LRC’s counsel contemporaneously with the execution and delivery of the Operative Documents, (C) Liens which are neither lawfully claimed through or under BNPPLC (as described above) nor claimed under a deed or other instrument duly executed by BNPPLC, (D) Liens claimed by LRC or claimed through or under a conveyance made by LRC, (E) Liens arising because of BNPPLC’s compliance with Applicable Law, the Operative Documents, Permitted Encumbrances or any request made by LRC, (F) Liens securing the payment of property taxes or other amounts assessed against the Property by any Governmental Authority,

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(G) Liens resulting from or arising or asserted in connection with any breach by LRC of the Operative Documents; or (H) Liens resulting from or arising in connection with any Permitted Transfer that occurs after any Designated Sale Date upon which, for any reason, LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     “Local Impositions” means all sales, excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes (other than taxes on net income and corporate franchise taxes), levies, fees, charges, surcharges, assessments, interest, additions to tax, or penalties imposed by the State of California or any agency or political subdivision thereof upon BNPPLC or any owner of the Property or any part of or interest in the Property because of (i) the Lease or other Operative Documents, (ii) the status of record title to the Property, (iii) the ownership, leasing, occupancy, sale or operation of the Property or any part thereof or interest therein, or (iv) the Permitted Encumbrances; excluding, however, Excluded Taxes. “Local Impositions” will include any real estate taxes imposed because of a change of use or ownership of the Property resulting from, or occurring on or prior to the date of, any sale by BNPPLC pursuant to the Purchase Agreement.

     “Losses” means the following: any and all losses, liabilities, damages (whether actual, consequential, punitive or otherwise denominated), demands, claims, administrative or legal proceedings, actions, judgments, causes of action, assessments, fines, penalties, costs of settlement and other costs and expenses (including Attorneys’ Fees and the fees of outside accountants and environmental consultants), of any and every kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, known and unknown.

     “LRC” means Lam Research Corporation, a Delaware corporation.

     “Material Adverse Effect” means a material adverse effect on (a) the assets, operations, financial condition or businesses of LRC, (b) the ability of LRC to perform any of its obligations under the Operative Documents, (c) the rights of or benefits available to BNPPLC or BNPPLC’s Parent or the Participants under the Operative Documents, (d) the value, utility or useful life of the Property or (e) the priority, perfection or status of any of BNPPLC’s interests in the Property or in any of the Operative Documents.

     “Maximum Remarketing Obligation” has the meaning indicated in the Purchase Agreement.

     “Minimum Insurance Requirements” means the insurance requirements outlined in Annex 2 attached to this Agreement.

     “Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) of

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ERISA to which contributions have been made by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA.

     “Notice of LRC’s Intent to Terminate” has the meaning indicated in the Construction Agreement.

     “Operative Documents” means the following documents executed by LRC and BNPPLC: (1) Closing Certificate, (2) the Construction Agreement, (3) the Lease, (4) the Pledge Agreement, (5) the Purchase Agreement, (6) this Common Definitions and Provisions Agreement, (7) the Closing Letter, (8) the Memorandum (Short Form) of Lease (Livermore/ Parcel 7) dated as of the Effective Date, (9) the Memorandum of Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) dated as of the Effective Date, and (10) financing statements filed to give notice of or perfect BNPPLC’s rights or interests under any of the foregoing Operative Documents.

     “Outstanding Construction Allowance” has the meaning indicated in the Construction Agreement.

     “Participant” means any Person other than BNPPLC that from time to time, by executing the Participation Agreement or supplements as contemplated therein, becomes a party to the Participation Agreement and thereby agrees to participate in all or some of the risks and rewards to BNPPLC of the Operative Documents; provided, however, no such Person other than ABN AMRO BANK, N.V. will qualify as a Participant for purposes of the Operative Documents unless such Person is approved to be a Participant by LRC. As of the Effective Date, there are no Participants, but BNPPLC may from time to time request LRC’s approval for prospective Participants. LRC will not unreasonably withhold or delay any approval required for any prospective Participant which is an Eligible Financial Institution. However, as to any prospective Participant that is not an Eligible Financial Institution, LRC may withhold such approval in its sole discretion. Further, it is understood that if giving such approval will increase LRC’s liability for withholding taxes or other taxes not constituting Excluded Taxes under tax laws or regulations then in effect, LRC may reasonably refuse to give such approval.

     “Participation Agreement” means a Participation Agreement (Livermore/ Parcel 7) in substantially the form attached to this Agreement as Annex 3 or Annex 4, pursuant to which one or more other Persons agree with BNPPLC to participate in the risks and rewards to BNPPLC of the Operative Documents, as such Participation Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Permitted Encumbrances” means (i) the encumbrances and other matters affecting the Property that are set forth in Exhibit B attached to the Closing Certificate, (ii) any easement agreement or other document affecting title to the Property executed by BNPPLC at the request of or with the consent of LRC, (iii) any Liens securing the payment of Local Impositions which

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are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 5(A) of the Lease, (iv) statutory liens, if any, in the nature of contractors’, mechanics’ or materialmen’s liens for amounts not past due or claimed to be past due for more than thirty days.

     “Permitted Hazardous Substance Use” means the use, generation, storage and offsite disposal of Permitted Hazardous Substances in strict accordance with applicable Environmental Laws and with due care given the nature of the Hazardous Substances involved; provided, the scope and nature of such use, generation, storage and disposal will not:

     (1) exceed that reasonably required for the construction of the Construction Project in accordance with the Construction Agreement or for the use and operation of the Property for the purposes expressly permitted under subparagraph 2(A) of the Lease; or

     (2) include any disposal, discharge or other release of Hazardous Substances from the Property in any manner that might allow such substances to reach surface water or groundwater, except (i) through a lawful and properly authorized discharge (A) to a publicly owned treatment works or (B) with rainwater or storm water runoff in accordance with Applicable Laws and any permits obtained by LRC that govern such runoff; or (ii) any such disposal, discharge or other release of Hazardous Substances for which no permits are required and which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted Hazardous Substance Use will not include any use of the Property (including as a landfill, incinerator or other waste disposal facility) in a manner that requires a treatment, storage or disposal permit under the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984.

     “Permitted Hazardous Substances” means Hazardous Substances used and reasonably required for the construction of the Construction Project or for the use and operation of the Property by LRC and its permitted subtenants and assigns for the purposes expressly permitted by subparagraph 2(A) of the Lease, in either case in compliance with all Environmental Laws and with due care given the nature of the Hazardous Substances involved. Without limiting the generality of the foregoing, Permitted Hazardous Substances will include usual and customary office and janitorial products.

     “Permitted Transfer” means any of the following:

     (1) any assignment or conveyance by BNPPLC requested by LRC or required

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by any Permitted Encumbrance, by the Purchase Agreement or by Applicable Laws;

     (2) the creation or conveyance by BNPPLC of rights and interests in favor of Participants pursuant to the Participation Agreement;

     (3) any lien, security interest or assignment covering the Property or the Rents which is granted by BNPPLC in favor of Participants or an agent appointed for them to secure their rights under the Participation Agreement, and any subsequent assignment or conveyance made to accomplish a foreclosure of such lien or security interest; provided, however, that in each case such lien, security interest or assignment and such subsequent assignment or conveyance made to accomplish a foreclosure must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement;

     (4) any conveyance to BNPPLC’s Parent or to any Qualified Affiliate of BNPPLC of all or any interest in or rights with respect to the Property or any portion thereof; provided, however, that any such conveyance must be expressly subject and subordinate to the Operative Documents and all rights of LRC under the Operative Documents, including its Purchase Option under the Purchase Agreement; and

     (5) any assignment or conveyance after a Designated Sale Date on which LRC does not purchase or cause an Applicable Purchaser to purchase BNPPLC’s interest in the Property.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an unincorporated organization, an association, a joint stock company, a joint venture, a trust, an estate, a government or agency or political subdivision thereof or other entity, whether acting in an individual, fiduciary or other capacity.

     “Personal Property” has the meaning indicated on page 2 of the Lease.

     “Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by LRC or any ERISA Affiliate during the preceding six years and which is covered by Title IV of ERISA, including any Multiemployer Plan.

     “Pledge Agreement” means the Pledge Agreement (Livermore/ Parcel 7) dated as of the Effective Date executed by LRC and BNPPLC, as such Pledge Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Pre-lease Force Majeure Event” has the meaning indicated in the Construction Agreement.

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     “Pre-lease Force Majeure Event Notice” has the meaning indicated in the Construction Agreement.

     “Pre-lease Force Majeure Losses” has the meaning indicated in the Construction Agreement.

     “Prime Rate” means the prime interest rate or equivalent charged by BNPPLC’s Parent in the United States of America as announced or published by BNPPLC’s Parent from time to time, which need not be the lowest interest rate charged by BNPPLC’s Parent. If for any reason BNPPLC’s Parent does not announce or publish a prime rate or equivalent, the prime rate or equivalent announced or published by either CitiBank, N.A. or any New York branch or office of Credit Commercial de France as selected by BNPPLC will be used to compute the rate describe in the preceding sentence. The prime rate or equivalent announced or published by such bank need not be the lowest rate charged by it. The Prime Rate may change from time to time after the Effective Date without notice to LRC as of the effective time of each change in rates described in this definition.

     “Prior Owner” means KLA-Tencor Corporation, a Delaware corporation, which is at the request and direction of LRC conveying the Property to BNPPLC contemporaneously with the execution of the Operative Documents.

     “Property” means the Personal Property and the Real Property, collectively.

     “Purchase Agreement” means the Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) dated as of the Effective Date between BNPPLC and LRC, as such Purchase Agreement may be extended, supplemented, amended, restated or otherwise modified from time to time in accordance with its terms.

     “Purchase Option” has the meaning indicated in the Purchase Agreement.

     “Qualified Affiliate” means any Person that, like BNPPLC, (i) is one hundred percent (100%) owned, directly or indirectly, by BNPPLC’s Parent or any successor of such bank, (ii) can make (and has in writing made) the same representations to LRC that BNPPLC has made in subparagraphs 4(A) and 4(B) of the Closing Certificate (excluding subparagraph 4(B)(1) of the Closing Certificate), and (iii) is an entity organized under the laws of the State of Delaware or another state within the United States of America.

     “Qualified Income Payments” means: (A) Base Rent; (B) payments that are made to BNPPLC only because the following amounts are capitalized (i.e.,the added to the Lease Balance) as described in subparagraph 3 of the Construction Agreement: the Arrangement Fee, Administrative Fees, Commitment Fees, Carrying Costs, Increased Cost Charges and Capital

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Adequacy Charges; (C) payments of the following made to BNPPLC to satisfy the Lease: Administrative Fees, Increased Cost Charges and Capital Adequacy Charges; (D) any interest paid to BNPPLC or any Participant pursuant to subparagraph 3(F) of the Lease; and (E) payments by BNPPLC to Participants required under the Participation Agreements because of BNPPLC’s receipt of payments described in the preceding clauses (A) through (D).

     “Qualified Prepayments” means any payments received by BNPPLC from time to time prior to or during the Term (1) under any property insurance policy as a result of damage to the Property, (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, (3) because of any judgment, decree or award for injury or damage to the Property, (4) under any title insurance policy or otherwise as a result of any title defect or claimed title defect with respect to the Property, or (5) for application as Qualified Prepayments as provided in subparagraph 2(A)(2)(i) of the Construction Agreement. For the purposes of determining the amount of any Qualified Prepayment and other amounts dependent upon Qualified Prepayments (e.g., the Lease Balance, the Outstanding Construction Allowance and the Break Even Price):

     (i) there will be deducted all expenses and costs of every kind, type and nature (including taxes and Attorneys’ Fees) incurred by BNPPLC with respect to the collection or application of such payments;

     (ii) Qualified Prepayments will not include any payment to BNPPLC by any Participant or Affiliate of BNPPLC that is made to compensate BNPPLC for the Participant’s or Affiliate’s share of any Losses BNPPLC may incur as a result of any of the events described in the preceding clauses (1) through (4);

     (iii) Qualified Prepayments will not include any payments received by BNPPLC that BNPPLC has paid or is obligated to pay to LRC for the repair, restoration or replacement of the Property or that BNPPLC is holding as Escrowed Proceeds in accordance with Paragraph 9 of the Lease or other provisions of the Operative Documents; and

     (iv) in no event will interest that accrues under the Purchase Agreement on a past due Supplemental Payment constitute a Qualified Prepayment.

For purposes of computing the total Qualified Prepayments (and other amounts dependent upon Qualified Prepayments, such as the Lease Balance, the Outstanding Construction Allowance and the Break Even Price) paid to or received by BNPPLC as of any date, payments described in the preceding clauses (1) through (4) will be considered as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied as Qualified Prepayments by BNPPLC as provided in subparagraph 5(D) of the Construction Agreement or Paragraph 9 of the Lease.

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     “Real Property” has the meaning indicated on page 2 of the Lease.

     “Remedial Work” means any investigation, monitoring, clean-up, containment, remediation, removal, payment of response costs, or restoration work and the preparation and implementation of any closure or other required remedial plans that any governmental agency or political subdivision requires or approves (or could reasonably be expected to require if it was aware of all relevant circumstances concerning the Property), whether by judicial order or otherwise, because of the presence of or suspected presence of Hazardous Substances in, on, under or about the Property or because of any prior Hazardous Substance Activity.

     “Rent” means Base Rent and Additional Rent. The term “Rent” does not include any Supplemental Payment required by the Purchase Agreement.

     “Responsible Financial Officer” means the chief financial officer, the controller, the treasurer or the assistant treasurer of LRC.

     “Scope Change” has the meaning indicated in the Construction Agreement.

     “Secured Spread” means forty basis points (40/100 of 1%).

     “Subsidiary” means, with respect to any Person, any Affiliate of which at least a majority of the securities or other ownership interests having ordinary voting power then exercisable for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

     “Supplemental Payment” has the meaning indicated in the Purchase Agreement.

     “Supplemental Payment Obligation” has the meaning indicated in the Purchase Agreement.

     “Term” has the meaning indicated in subparagraph 1(A) of the Lease.

     “Termination of LRC’s Work” has the meaning indicated in the Construction Agreement.

     “Transaction Expenses” means (i) costs incurred in connection with the preparation and negotiation of the Operative Documents and related documents and the consummation of the transactions contemplated therein, and (ii) closing costs and other expenses paid in connection with BNPPLC’s acquisition of the Property from the Prior Owner.

     “Unfunded Benefit Liabilities” means, with respect to any Plan, the amount (if any) by which the present value of all benefit liabilities (within the meaning of Section 4001(a)(16) of

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 29

ERISA) under the Plan exceeds the market value of all Plan assets allocable to such benefit liabilities, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA for calculating the potential liability of LRC or any ERISA Affiliate under Title IV of ERISA.

     “Unsecured Spread” means one hundred basis points (1%).

     “Work” has the meaning indicated in the Construction Agreement.

ARTICLE II — SHARED PROVISIONS

     The following provisions will apply to and govern the construction of this Agreement and the other Operative Documents (including attachments), except to the extent (if any) a clear, contrary intent is expressed herein or therein:

     1. Notices. Any provision of (1) any of the Operative Documents, (2) any other document which references this provision for purposes of establishing notice requirements (in this provision, a “Related Document”), or (3) any Applicable Law, that makes reference to any required payment from LRC or BNPPLC to the other or that makes reference to the sending, mailing or delivery of any notice or demand will be subject to the following provisions (except that any notice given by BNPPLC to satisfy any statutory requirement, including any notice of eviction or foreclosure, will be considered sufficient if it satisfies the statutory requirements applicable to the notice, regardless of whether the notice or payment satisfies the following provisions):

     (i) All Rent and other amounts required to be paid by LRC to BNPPLC must be paid to BNPPLC in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP New York
/AC/ 0020-517000-070-78
/Ref/ Lam Research Corporation/Livermore/Parcel 6 Lease

or at such other place and in such other manner as BNPPLC may designate in a notice to LRC.

     (ii) All advances paid to LRC by BNPPLC under the Construction Agreement or in connection therewith will be paid by wire transfer to:

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 30

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA
Bank Name: Bank Address:	LaSalle National Bank 135 S. LaSalle Street Chicago, Il 60603
ABA # (Domestic): SWIFT ID (Int’l): Account Name: Account Number:	071000505 LASLUS44 Lam Research Corporation 58000-68321
Bank Contact:	Juliana Silvestri 312-904-0445 juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Livermore/Parcel 7)

or at such other place and in such other manner as LRC may reasonably designate from time to time by notice to BNPPLC signed by a Responsible Financial Officer of LRC.

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 31

     (iii) All notices, demands, approvals, consents and other communications to be made under any Operative Document or Related Document to or by the parties thereto must, to be effective for purposes thereof, be in writing. Notices, demands and other communications required or permitted under any Operative Document or Related Document must be given by any of the following means: (A) personal service (including local and overnight courier), with proof of delivery or attempted delivery retained; (B) electronic communication, whether by electronic mail or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (B) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to clause (C) will be deemed received five days following deposit in the mail. Notices, demands and other communications required or permitted by any Related Document are to be sent to the addresses set forth therein; and notices, demands and other communications required or permitted by under any Operative Document are to be sent to the following addresses (or in the case of communications to Participants, at the addresses set forth in Schedule 1 to the Participation Agreement):

Address of BNPPLC:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Telecopy: (972) 788-9140
Email: lloyd.cox@americas.bnpparibas.com

Address of LRC:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Telecopy: (512) 572-1586
Email: Roch.Leblanc@lamrc.com

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 32

with a copy to:

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services

Telecopy: (510) 572-2876
Email: George.Schisler@lamrc.com

However, any party to any Operative Document or Related Document may change its address above or in the Related Document, as applicable, by written notice to the other parties to such Operative Document or Related Document given in accordance with this provision.

     2. Severability. If any term or provision of any Operative Document or the application thereof is to any extent held by a court of competent jurisdiction to be invalid and unenforceable, the remainder of such document, or the application of such term or provision other than to the extent to which it is invalid or unenforceable, will not be affected thereby.

     3. No Merger. There will be no merger of the Lease or of the leasehold estate created by the Lease or of the mortgage and security interest granted in subparagraph 4(C)(1) of the Lease with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the Lease or the leasehold estate created thereby or such mortgage and security interest and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred. There will be no merger of the Purchase Agreement or of the purchase options or obligations created by the Purchase Agreement with any other interest in the Property by reason of the fact that the same person may acquire or hold, directly or indirectly, the rights and options granted by the Purchase Agreement and any other interest in the Property, unless all Persons with an interest in the Property that would be adversely affected by any such merger specifically agree in writing that such a merger has occurred.

     4. No Implied Waiver. The failure of any party to any Operative Document to insist at any time upon the strict performance of any covenant or agreement therein or to exercise any option, right, power or remedy contained therein will not be construed as a waiver or a relinquishment thereof for the future. The waiver of or redress for any breach of any Operative Document by any party thereto will not prevent a similar subsequent act from constituting a violation. Any express waiver of any provision of any Operative Document will affect only the term or condition specified in such waiver and only for the time and in the manner specifically stated therein. No waiver by any party to any Operative Document of any provision therein will be deemed to have been made unless expressed in writing and signed by the party to be bound by

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 33

the waiver. A receipt by any party to any Operative Document of any payment thereunder (including the receipt by BNPPLC of any Rent paid under the Lease) with knowledge of the breach by another party of any covenant or agreement contained in that or any other Operative Document will not be deemed a waiver of such breach.

     5. Entire and Only Agreements. The Operative Documents supersede any prior negotiations and agreements between BNPPLC and LRC concerning the Property, and no amendment or modification of any Operative Document will be binding or valid unless expressed in a writing executed by all parties to such Operative Document.

     6. Binding Effect. Except to the extent, if any, expressly provided to the contrary in any Operative Document with respect to assignments thereof, all of the covenants, agreements, terms and conditions to be observed and performed by the parties to the Operative Documents will be applicable to and binding upon their respective successors and, to the extent assignment is permitted thereunder, their respective assigns.

     7. Time is of the Essence. Time is of the essence as to all obligations created by the Operative Documents and as to all notices expressly required by the Operative Documents.

     8. Governing Law. Each Operative Document will be governed by and construed in accordance with the laws of the State of California without regard to conflict or choice of laws principles that might require the application of the laws of another jurisdiction.

     9. Paragraph Headings. The paragraph and section headings contained in the Operative Documents are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions thereof.

     10. Negotiated Documents. All parties to each Operative Document and their counsel have reviewed and revised or requested revisions to such Operative Document, and the usual rule of construction that any ambiguities are to be resolved against the drafting party will not apply to the construction or interpretation of any Operative Documents or any amendments thereof.

     11. Terms Not Expressly Defined in an Operative Document. As used in any Operative Document, a capitalized term that is not defined therein or in this Agreement, but is defined in another Operative Document, will have the meaning ascribed to it in the other Operative Document.

     12. Other Terms and References. Words of any gender used in each Operative Document will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References in any Operative Document to Paragraphs, subparagraphs, Sections, subsections or

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 34

other subdivisions refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or subdivisions of that Operative Document, unless specific reference is made to another document or instrument. References in any Operative Document to any Schedule or Exhibit refer to the corresponding Schedule or Exhibit attached to that Operative Document, which are made a part thereof by such reference. All capitalized terms used in each Operative Document which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are not renewed, extended or modified in breach of any provision contained in the Operative Documents or, in the case of any other document to which BNPPLC or LRC is a party or intended beneficiary, without its consent. All accounting terms used but not specifically defined in any Operative Document will be construed in accordance with GAAP. The words “this [Agreement]”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in each Operative Document refer to that Operative Document as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph”, “this subparagraph”, “this Section”, “this subsection” and similar phrases used in any Operative Document refer only to the Paragraph, subparagraph, Section, subsection or other subdivision described in which the phrase occurs. As used in the Operative Documents the word “or” is not exclusive, and the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     13. Execution in Counterparts. To facilitate execution, each of the Operative Documents may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of the Operative Documents to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to such document. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 35

other electronic means) of any signature page that has been signed by or on behalf of a party to any of the Operative Documents will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

     14. Not a Partnership, Etc. Nothing in any Operative Document is intended to create any partnership, joint venture, or other joint enterprise between BNPPLC and LRC.

     15. No Fiduciary Relationship Intended. Neither the execution of the Operative Documents or other documents referenced in this Agreement nor the administration thereof by BNPPLC will create any fiduciary obligations of BNPPLC or any other Interested Party to LRC. Moreover, BNPPLC and LRC disclaim any intent to create any fiduciary or special relationship between themselves under or by reason of the Operative Documents or the transactions described therein or any other documents or agreements referenced therein.

[The signature pages follow.]

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Page 36

     IN WITNESS WHEREOF, this Common Definitions and Provisions Agreement (Livermore/ Parcel 7) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Common Definitions and Provisions Agreement (Livermore/ Parcel 7) — Signature Page

Annex 1

Notice of LIBOR Election

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of December 18, 2007, between you, BNP Paribas Leasing Corporation, and the undersigned, Lam Research Corporation (the “Common Definitions and Provisions Agreement”). This letter constitutes notice of our election to make the first Base Rent Period beginning on or after                     , 200___ subject to a LIBOR Election of                      month(s).

     We understand that until a different election becomes effective as provided in definition of “LIBOR Election” in the Common Definitions and Provisions Agreement, all subsequent Base Rent Periods will also be subject to the same LIBOR Election.

NOTE: YOU ARE ENTITLED TO DISREGARD THIS NOTICE IF THE NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER UNDER THE DEFINITION OF “LIBOR ELECTION” IN THE COMMON DEFINITIONS AND PROVISIONS AGREEMENT, OR IF THE DATE SPECIFIED ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR ELECTION IS LESS THAN FIVE BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Annex 2

Minimum Insurance Requirements

1. Definitions. For purposes of this Annex and the Agreement to which it is attached:

“Construction Period Policies” means insurance policies that satisfy the minimum requirements set forth in this Annex and that LRC has obtained or required its Contractors to obtain with respect to the Property.

“Contractor” will include subcontractors of any tier.

“ISO” means Insurance Services Office.

2. Basic Understandings Regarding Insurance. LRC represents, acknowledges and agrees that:

The insurance coverages required herein represent minimum requirements of BNPPLC and other Interested Parties and are not to be construed to void or limit LRC’s indemnities or other agreements in the Agreement to which this Annex is attached or in any other Operative Document, nor do the coverages required herein represent in any manner a determination of the insurance coverages LRC should or should not maintain for its own protection.

Any Construction Period Policies not previously obtained are being obtained by LRC (or by the primary Contractor engaged by LRC to perform the Work), and the initial premiums for such Construction Period Policies are being paid, contemporaneously with the execution of the Agreement to which this Annex is attached. In the case of the Builder’s Risk Policy, the premium has been or is being prepaid for the entire period from the Effective Date to the projected Completion Date.

The Construction Period Policies will not be materially modified or terminated without BNPPLC’s prior written consent in each case by reason of any act or omission on the part of LRC or anyone acting for or authorized to act for LRC (including any Contractor engaged by LRC to obtain the Construction Period Policies for LRC). Without limiting the foregoing, neither LRC nor any Contractor will do or authorize any act or omission that could cause the coverage provided by the Builder’s Risk Policy to expire or lapse with respect to the Improvements, before the Completion Date.

3. Conditions Affecting All Insurance Required Herein.

Annex 2 — Page 1

A.	Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements.
B.	Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide.
C.	Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein.
D.	Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein.
E.	Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC.
	All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect:

In the event of cancellation, non-renewal or material reduction in coverage affecting the [the additional insured/loss payee], thirty days’ prior written notice will be given to the [the additional insured/loss payee].

F. Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that does not limit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its

Annex 2 — Page 2

negligent acts or omissions (sole or otherwise) on or about the Property or by reason of other insurance available to it. Further, such endorsement must not limit coverage in favor of any additional insured to claims for which a primary insured has agreed to indemnify the additional insured.

G.	Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Work or the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property.
H.	Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability.
I.	Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. After the Completion Date, all deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk. Prior to the Completion Date, however, nothing herein will be construed to make LRC liable for losses resulting from deductibles applicable to the property insurance covering the Property so long as LRC does not increase those deductibles to amounts higher than permitted by the property insurance specifications in Part 7.E below.

4. Commercial General Liability Insurance.

A.	Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability.
B.	Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above).
C.	Amount of Insurance: Coverage will be provided with limits of not less than:

Annex 2 — Page 3

i.	Each Occurrence Limit	$1,000,000
ii.	General Aggregate Limit	$2,000,000
iii.	Product-Completed Operations Aggregate Limit	$2,000,000
iv.	Personal and Advertising Injury Limit	$1,000,000

D. Required Endorsements:

i.	Additional Insured.	status required in 3.F., above.
ii.	Aggregate Per Location: *	The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Location endorsement (ISO CG 2504 1185 or its equivalent).
iii.	Aggregate Per Project: *	The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Project endorsement (ISO CG 2503 1185 or its equivalent).
iv.	Notice of Cancellation, Nonrenewal or Reduction in Coverage:	as required in 3.E., above.
v.	Personal Injury Liability: *	The personal injury contractual liability exclusion will be deleted.
vi.	Primary Liability:	as required in 3.H., above.
vii.	Waiver of Subrogation:	as required in 3.G., above.

* Required only in Construction Period Policies. After the Completion Date, requirements marked by an asterisk will construed as if replaced by the words “[intentionally deleted]”.

5. Workers’ Compensation/Employer’s Liability Insurance.

A.	Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims.
B.	Amount of Insurance: Coverage will be provided with a limit of not less than:
i.	Workers’ Compensation: Statutory limits.
ii.	Employer’s Liability: $1,000,000 each accident and each disease.

6. Umbrella/Excess Liability Insurance.

Annex 2 — Page 4

     A. Coverage: Such insurance will be excess over and be no less broad than all coverages described above and will include a drop-down provision if commercially available.

     B. Form: This policy will have the same inception and expiration dates as the commercial general liability insurance required above or a nonconcurrency endorsement.

     C. Amount of Insurance: Coverage will be provided with a limit of not less than $20,000,000.

7. Property Insurance.

     A Insureds: Property insurance protection will extend to BNPPLC as a Named Insured or as the loss payee; and the policy will be modified if necessary so that the protection afforded to BNPPLC not be reduced or impaired by acts or omissions of LRC or any other beneficiary or insured. Such modification of the policy may be by endorsement comparable to a standard mortgagee clause; not limited, however, by its terms to BNPPLC ‘s rights “as a mortgagee” and not conditioned upon rights of the insurer to be subrogated to BNPPLC’s rights under the Operative Documents in the event of a payment of insurance proceeds to BNPPLC.

     B. Covered Property: Such insurance will cover :

i.	all Improvements and any equipment made or to be made a permanent part of the Property;
ii.	all structure(s) under construction;
iii.	all property including materials and supplies on site for installation;
iv.	all property including materials and supplies at other locations but intended for use at the site;
v.	all property including materials and supplies in transit to the site for installation; and
vi.	all temporary structures (e.g., scaffolding, falsework, and temporary buildings) located at the site.

     C. Form: Coverage will be in “special form” (with coverages at least comparable to the forms of property insurance formerly called “all risk”) and will include theft, flood, earthquake, and earthquake sprinkler leakage and be provided on a completed-value basis with no co-insurance provision. No protective safeguard warranty will be permitted. If required during any period of construction to prevent a loss or impairment of coverage, coverage will be provided under a builder’s risk policy, with an endorsement to the termination of coverage provision to permit occupancy of the covered property.

     D. Amount of Insurance: Coverage will be provided in an amount equal at all times to the full replacement value and debris removal exclusive of land, foundation, footings,

Annex 2 — Page 5

excavations and grading.

     E. Deductibles. Deductibles will not exceed the following:

i.	All Risks of Direct Damage, Per Occurrence, except flood and earthquake:	$50,000
ii.	Delayed Opening Waiting Period:	15 Days, except 30 Days for Earthquake
iii.	Flood, Per Occurrence:	$50,000 or excess of NFIP if in Flood Zone A
iv.	Earthquake and Earthquake Sprinkler Leakage, Per Occurrence:	$250,000 or 5% of insured
		value of Improvements, whichever
		is greater
v.	Water Damage:	$100,000

     F. Termination of Coverage: The termination of coverage provision will be endorsed to permit occupancy of the covered property being constructed. This insurance will be maintained in effect, unless otherwise provided for the Operative Documents, until the earliest of the following dates:

i.	the date on which all persons and organizations who are insureds under the policy agree that it is terminated;
ii.	any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or
iii.	the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased;

     G. Waiver of Subrogation: The waiver of subrogation provision will be endorsed as follows:

Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss.

     H. Required Endorsements and Minimum Sublimits. After the Completion Date, all property insurance policies must include endorsements and minimum sublimits as necessary to provide coverages not significantly less than the coverages maintained by LRC under policies covering other significant properties owned or occupied by LRC. (Note: For purposes of comparing minimum sublimits required by the preceding sentence, dollar amounts will be

Annex 2 — Page 6

considered as percentages of the estimated value of the improvements and other property insured. Thus, for example, LRC may, without violating this requirement maintain a minimum sublimit applicable to the Improvements which is one-third the amount of the same sublimit applicable to another building owned by LRC if the other building has an estimated value that is three times higher than the estimated value of the Improvements.) Also, on and before the Completion Date, property insurance policies must include endorsements and minimum sublimits as follows:

		Minimum Sublimit or
Description		Other Requirement
i	Additional Expenses Due To Delay In Completion of the Project, including but not limited to interest expenses and other financing costs, insurance expenses, professional fees and taxes:	$5,000,000
ii	Agreed Value:	$85,000,000
iii	Boiler & Machinery on a Comprehensive Basis:	Included without sublimit
iv	Damage Arising From Error, Omission or Deficiency in Design, Specifications, Workmanship or Materials, Including Collapse:	Included without sublimit
v	Debris Removal:	Lower of $1,000,000 or 25% of loss
vi	Earthquake:	$10,000,000
vii	Earthquake Sprinkler Leakage:	Included without sublimit
vii	Contractor’s Extra Expense and Expediting Expenses combined:	250,000 or 20% of the amount of
		insured physical loss or damage, whichever is less
ix	Flood:	$80,000,000
x	Freezing:	Included without sublimit
xi	Notice of Cancellation or Reduction:	As required in 3.F. above
xii	Occupancy Clause:	As required in 7.F above
xiii	Building Ordinance and Increased Cost of Construction Coverage:	$1,000,000
xiv	Pollutant Clean-Up and Removal, provided that such condition ensues following a loss from a covered peril:	$1,000,000

Annex 2 — Page 7

		Minimum Sublimit or
Description		Other Requirement
xv	Emergency Property Protection Expense:	$100,000
xvi	Replacement Cost:	Included without sublimit
xvii	Testing:	Included without sublimit
xviii	Waiver of Subrogation:	As Required in 7.G. above.

Also, prior to the Completion Date, no sublimits will be permitted except as specified above, and in regard to sublimits specified above for a general category of expenses (such as the first category, “Additional Expenses Due To Delay In Completion of the Project”) no lower sublimit will be permitted for any subcategory included therein (such as “interest expenses and other financing costs”).

8. Evidence of Insurance.

A.

Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent, must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements.

B.

Form:

i	All property insurance required herein will be evidenced by ACORD form 28, “Evidence of Property Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.
ii.	All liability insurance required herein will be evidenced by ACORD form 25, “Certificate of Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form.

C. Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify:

i.	BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC.
ii.	Insured’s name, which must match that on the Agreement to which this Annex is attached.
iii.	Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits

Annex 2 — Page 8

described herein, and signature of authorized representative of insurance company.

iv.	Producer of the certificate with correct address and phone number listed.
v.	Additional insured status required by this Annex.
vi.	Aggregate limits (per project) required by this Annex.
vii.	Amount of any deductibles and/or retentions.
viii.	Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words “endeavor to” and “but failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives” will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex.
ix.	Primary status required by this Annex.
x.	Waivers of subrogation required by this Annex.

D.	Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance.
E.	Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company.
F.	Commencement of Construction. Commencement of construction without provision of the required certificate of insurance, evidence of insurance and/or required endorsements, or without compliance with any other provision of this Annex or the Agreement to which it is attached, will not constitute a waiver by BNPPLC of any rights. BNPPLC will have the right, but not the obligation, of prohibiting LRC or any Contractor from performing any work until such certificate of insurance, evidence of insurance and/or required endorsements are received by BNPPLC.

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Annex 3

Participation Agreement Form

Attached to and made a part of this Annex is a form of Participation Agreement that may be executed prior to the Base Rent Commencement Date and used by BNPPLC to share risks and rewards of the Operative Documents with other parties.

PARTICIPATION AGREEMENT
(LIVERMORE/PARCEL 7)

     This PARTICIPATION AGREEMENT (LIVERMORE/PARCEL 7) (this “Agreement”), dated as of                     , 20___ is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and the banks or other financial institutions designated as Participants in the signature pages to this Agreement (whether one or more, “Participants”).

RECITALS

     BNPPLC and Lam Research Corporation (“LRC”), a Delaware corporation, have executed a Common Definitions and Provisions Agreement (Livermore/Parcel 7) (the “Common Definitions and Provisions Agreement”) dated as of December 18, 2007 (the “Original Effective Date”). As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC, BNPPLC has acquired the Land and any existing Improvements on the Land prior to the execution of this Agreement.

     Prior to the execution of this Agreement, BNPPLC and LRC have executed a Construction Agreement (Livermore/Parcel 7) (the “Construction Agreement”), a Lease Agreement (Livermore/Parcel 7) (the “Lease”) and a Closing Certificate and Agreement (Livermore/Parcel 7) (the “Closing Certificate”), all dated as of the Original Effective Date. Pursuant to the Construction Agreement, BNPPLC has provided and agreed to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land and all Improvements on the Land.

     Pursuant to an Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) dated as of the Original Effective Date (the “Purchase Agreement”) between BNPPLC and LRC, LRC will have the right to purchase, among other things, BNPPLC’s interest in the Land and the Improvements on and subject to the terms and conditions set forth therein. Pursuant to a Pledge Agreement (Livermore/Parcel 7) dated as of the Original Effective Date (the “Pledge Agreement”), LRC must maintain securities and cash collateral to secure its obligations under the Construction Agreement and the Purchase Agreement.

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     By this Agreement, the parties desire to evidence the Participants’ agreement to participate with BNPPLC in certain of the risks and rewards to BNPPLC of the Common Definitions and Provisions Agreement, the Construction Agreement, the Lease, the Closing Certificate, the Purchase Agreement and the Pledge Agreement (collectively, the “Operative Documents”), which participation is to be accomplished through the exchange of promises to make payments computed by reference to the sums paid or received by BNPPLC from time to time pursuant to the Operative Documents, all as more particularly provided below.

AGREEMENTS

     Participants agree to participate with BNPPLC in, and BNPPLC agrees to share with the Participants, the risks and rewards of the Operative Documents upon and subject to the following terms, provisions, covenants, agreements and conditions:

1 Additional Definitions. As used in this Agreement, capitalized terms defined above have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not otherwise defined have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms have the following respective meanings:

     (A) “Anticipated Advances” means the following, to the extent they have not already been advanced on or prior to the effective date of this Agreement: (1) the Initial Advance and other amounts (other than Commitment Fees and Carrying Costs) that are added to the Outstanding Construction Allowance from time to time pursuant to Paragraph 3 of the Construction Agreement, and (2) advances of funds by or on behalf of BNPPLC to or on behalf of LRC pursuant to Paragraph 4 of the Construction Agreement. Any other amounts paid out-of-pocket by BNPPLC from time to time that BNPPLC is entitled to treat as Construction Advances pursuant to the express terms of the Construction Agreement (see subparagraphs 2(G)(2) and 8(A) of the Construction Agreement) will constitute Protective Advances, not Anticipated Advances, for purposes of this Agreement.

Notwithstanding the foregoing, Extraordinary Force Majeure Advances, if any, will not constitute Anticipated Advances or Protective Advances for purposes of this Agreement.

     (B) “Back to Back Construction-Period Indemnity Claim” means a claim by BNPPLC against LRC for payment of a Covered Construction Period Loss that BNPPLC may assert under the Construction Agreement in order to cover or reimburse a claim made against BNPPLC itself by another Interested Party because of Uncovered Construction-Period Participant Losses suffered by the other Interested Party.

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     (C) “Back to Back Construction-Period Indemnity Payment” means a payment made to BNPPLC by or on behalf of LRC in satisfaction of a Back to Back Construction-Period Indemnity Claim.

     (D) “Bank Specific Charges” means payments made to BNPPLC by or on behalf of LRC for the account of a Participant or any other Interested Party under subparagraph 5(B) or 5(C) of the Lease. Bank Specific Charges include, for example, payments made to compensate a Participant for an increase in costs related to advances made by the Participant hereunder and attributable to a Banking Rules Change.

     (E) “Collateral” has the meaning assigned to it in the Pledge Agreement.

     (F) “Critical Event” means any of the following which has occurred and is continuing and is known to BNPPLC:

     (1) any failure of LRC to pay Base Rent or any Supplemental Payment within three Business Days of the date it becomes due;

     (2) any failure of LRC to make any payment required by the Operative Documents (other than Base Rent or any Supplemental Payment) within thirty days of the date it becomes due;

     (3) any material failure of LRC to maintain the Property as required by the Lease;

     (4) any material title encumbrance (other than a Permitted Encumbrance) is discovered or asserted against the Property;

     (5) any Event of Default;

     (6) any condemnation proceedings are brought against the Property or any portion thereof or any material damage to the Property is caused by fire or other casualty;

     (7) LRC shall fail to promptly repair any significant damage to the Property or apply insurance or condemnation proceeds as required by the Operative Documents;

     (8) any 97-10/Meltdown Event;

     (9) any delivery by LRC of a Pre-lease Force Majeure Event Notice under and as defined in the Construction Agreement;

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     (10) the occurrence prior to the Completion Date of any Termination of LRC’s Work under and as defined in the Construction Agreement.

     (G) “Critical Remedy” means BNPPLC’s right to do any of the following: (a) file a lawsuit against LRC to enforce the Operative Documents or seek judicial foreclosure of the lien against the Real Property granted in Exhibit B to the Lease; (b) send a notice to terminate LRC’s rights and obligations to continue Work as provided in subparagraph 7(C) of the Construction Agreement; (c) make the election to accelerate the Designated Sale Date as described in the definition thereof in the Common Definitions and Provisions Agreement; (d) exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement if the conditions specified in that subparagraph have been satisfied; or (e) withdraw Cash Collateral (as defined in the Pledge Agreement) for application against obligations secured by the Pledge Agreement or otherwise take action to cause a sale or disposition of Collateral to generate proceeds to be applied to such obligations.

     (H) “Defaulting Participant” means any Participant that has failed to make a payment when due to BNPPLC equal to the Participant’s Percentage of an Anticipated Advance as required by subparagraph 3(B) below.

     (I) “Deferred Construction-Period Compensation” means any additional amount paid or payable to BNPPLC pursuant to the Purchase Agreement only because of — and which BNPPLC would not be paid or allowed to retain but for — Extraordinary Force Majeure Advances or other Losses that are included in any Balance of Unpaid Construction Period Losses, other than any such Losses which (a) qualify as Protective Advances hereunder, or (b) consist of reductions in Carrying Costs or Base Rent resulting from any Pre-lease Force Majeure Losses not paid or reimbursed by Extraordinary Force Majeure Advances. (Should the Property not be sold by BNPPLC until after LRC no longer has any right to purchase or arrange a purchase by an Applicable Purchaser pursuant to the Purchase Agreement, sales proceeds — net of sales expenses — will nevertheless be allocated for purposes of this Agreement among Net Sales Proceeds, Deferred Construction-Period Compensation and Unrecovered Protective Advances as if LRC had arranged the sale pursuant to the Purchase Agreement.)

     (J) “Deposit Taker’s Agreement” has the meaning assigned to it in the Pledge Agreement.

     (K) “Distributable Payments” means any payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) any of the following or interest on past due amounts thereof:

     (1) Base Rent;

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     (2) Qualified Prepayments;

     (3) 97-10/Prepayments;

     (4) Bank Specific Charges;

     (5) Back to Back Construction-Period Indemnity Payments;

     (6) any Supplemental Payment; and

     (7) Net Sales Proceeds and any Deferred Construction-Period Compensation that BNPPLC excluded from sales proceeds received by it for purposes of calculating Net Sales Proceeds.

     (L) “Extraordinary Force Majeure Advance” means any Construction Advance or portion thereof made because of, and that would not have been required of BNPPLC but for, an Increased Funding Commitment given by BNPPLC in response to a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event as provided in the Construction Agreement.

     (M) “Increased Funding Commitment” has the meaning assigned to it in the Construction Agreement.

     (N) “Late Payment Rate” means (a) for each day (other than as set forth in clause (b) of this sentence) the Fed Funds Rate or (b) for the purpose of computing interest on past due payments for each day following the fifth day after such payments first became due, a rate of two percent (2%) per annum in excess of the Prime Rate then in effect; except that the Late Payment Rate will not, notwithstanding anything to the contrary herein contained, exceed the maximum rate of interest permitted by applicable law.

     (O) “Major Stakeholder” means BNPPLC and any Participant who, at the time any determination thereof is required, has a Percentage which exceeds thirty-four percent (34%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (P) “Majority” means, at the time any determination thereof is required, any of the Participants and BNPPLC, the aggregate Percentages of which equal or exceed sixty-seven percent (67%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (Q) “Net Cash Flow” means payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) Base Rent, Qualified

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Prepayments, 97-10/Prepayments or a Supplemental Payment or as interest on past due Base Rent, Qualified Prepayments, 97-10/Prepayments or a Supplemental Payment; except that any Deferred Construction-Period Compensation included in any Supplemental Payment will be deducted or excluded from such payments for purposes of calculating Net Cash Flow; and except that any Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(C) may, at BNPPLC’s option, be deducted by BNPPLC from such payments for purposes of calculating Net Cash Flow. By deducting any Unrecovered Protective Advance in the calculation of Net Cash Flow, BNPPLC will be considered to have “recovered” such Protective Advance for purposes of calculating “Excess Reimbursements” under and as defined in subparagraph 3(C). Further, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Cash Flow, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will also constitute Net Cash Flow for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Cash Flow as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(B) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (R) “Net Sales Proceeds” means, subject to the deductions and exclusions described below in this definition:

     (1) all payments actually received by BNPPLC under the Purchase Agreement as (or in satisfaction of LRC’s or an Applicable Purchaser’s obligations for) the purchase price for BNPPLC’s interest in Property or in Escrowed Proceeds; and

     (2) if the Property is not sold pursuant to the Purchase Agreement on the Designated Sale Date, then all rents and sales, condemnation and insurance proceeds actually received by BNPPLC (other than sales proceeds paid or to be paid by BNPPLC to LRC pursuant to subparagraph 3(D) of the Purchase Agreement) from any sale or lease after the Designated Sale Date of any interest in, or because of any subsequent taking or damage to, the Property.

For purposes of calculating Net Sales Proceeds, the following will be deducted or excluded from such payments (without duplication of any item): (i) any excess sales proceeds that BNPPLC is required by the Purchase Agreement to pay over to LRC; (ii) any Deferred Construction-Period Compensation; and (iii) any amounts applied by BNPPLC to pay, or received by BNPPLC as

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reimbursement for, bona fide costs of a sale of the Property. Also, any other Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(C) may, at BNPPLC’s option, be deducted by BNPPLC from such payments received by it for purposes of calculating Net Sales Proceeds Without limiting the foregoing, after any Designated Sale Date upon which neither LRC nor an Applicable Purchaser purchases BNPPLC’s interest in the Property, BNPPLC may, at its option, deduct the following as Unrecovered Protective Advances: (x) ad valorem taxes, (y) insurance premiums; and (z) other Losses of every kind suffered or incurred by BNPPLC (other than general overhead) with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, other than Unrecovered Protective Advances for which all Participants have paid BNPPLC their respective Percentages thereof as required by subparagraph 3(C). By deducting any Unrecovered Protective Advances in the calculation of Net Sales Proceeds, BNPPLC will be considered to have “recovered” such Protective Advances for purposes of calculating Excess Reimbursements under and as defined in subparagraph 3(C). Also, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Sales Proceeds, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will constitute Net Sales Proceeds for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Sales Proceeds as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(B) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (S) “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” has the meaning assigned to it in the Construction Agreement.

     (T) “Participants” means each of the undersigned parties designated as Participants in the signature pages to this Agreement, and any other financial institutions which may hereafter become parties to this Agreement by joining with BNPPLC in completing and executing a Participation Agreement Supplement.

     (U) “Participation Agreement Supplement” means a Participation Agreement Supplement in substantially the form attached hereto as Exhibit A, completed and executed by BNPPLC and a Participant, adding the Participant as a party to this Agreement, changing a Participant’s Percentage or removing a Participant as a party to this Agreement.

     (V) “Participation Amount” of BNPPLC or any Participant means the outstanding

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balance from time to time of the total investment made by BNPPLC under the Operative Documents or by the applicable Participant hereunder, as determined by BNPPLC. The Participation Amount of BNPPLC and each Participant will equal its share of the outstanding principal balance that would be due from LRC from time to time if BNPPLC had made a loan (and the Participants had participated in the loan) to LRC to finance LRC’s purchase of the Property and construction of improvements authorized by the Construction Agreement, instead of BNPPLC’s having acquired the Property and leased it to LRC as provided in the Operative Documents. Absent a failure by any Participant to make a payment required by subparagraph 3(B) or some other unexpected occurrence, it is expected that (a) the Participation Amounts of BNPPLC and the Participants will always be in proportion to their respective Percentages set forth in Schedule 1, and (b) the total Participation Amounts of BNPPLC and all Participants on and prior to the Designated Sale Date will equal the Lease Balance computed from time to time as described in the Common Definitions and Provisions Agreement.

Notwithstanding the foregoing, for purposes of calculations required by this Agreement that depend on Participation Amounts, the funding of or with respect to any Extraordinary Force Majeure Advances will not be included in Participation Amounts.

     (W) “Percentage” of each Participant means, subject to change as provided in subparagraph 4(A) and to change by a Participation Agreement Supplement, the percentage designated as the Participant’s “Percentage” in Schedule 1. “Percentage” of BNPPLC means a percentage that, at the time a determination of such Percentage is required hereunder, is equal to 100% less the sum of the Percentages of all the Participants.

     (X) “Protective Advances” means any payments, other than of Anticipated Advances or Extraordinary Force Majeure Advances or Excluded Taxes, made by or on behalf of BNPPLC at any time or from time to time because of, arising out of or related to, in whole or in part: (1) the Property or the construction, protection, preservation, operation, ownership or sale thereof; (2) any of the Operative Documents or the transactions contemplated therein; or (3) anything done by BNPPLC to enforce the obligations of LRC under the Operative Documents (whether done upon BNPPLC’s own initiative or upon the direction of the Majority or another Major Stakeholder). Protective Advances will include any and all payments by BNPPLC (including those paid to attorneys, accountants, experts and other advisors) for which LRC is obligated to indemnify or reimburse BNPPLC by Paragraph 5 of the Lease or would be so obligated if the Term of Lease had commenced. Protective Advances will also include any “Charges” that BNPPLC must pay to any Deposit Taker under and as defined in Paragraph 7 of any Deposit Taker’s Agreement executed by BNPPLC in the form attached as an Exhibit to the Pledge Agreement.

     (Y) “Uncovered Construction-Period Participant Loss” means a Loss incurred or suffered by a Participant (1) for which, if BNPPLC must pay or reimburse such Loss to the

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Participant, BNPPLC can in turn require payment or reimbursement from LRC under the indemnity against Covered Construction Period Losses set forth in the Construction Agreement (e.g., Losses arising because of fraud, misapplication of funds, illegal acts, or willful misconduct on the part of the LRC or its employees or agents or any other party for whom LRC is responsible), and (2) for which the Participant is not otherwise indemnified directly by or compensated by LRC or by insurance maintained by LRC.

     (Z) “Unrecovered Protective Advances” means Protective Advances that have not been repaid to BNPPLC by or on behalf of LRC and have not otherwise been previously recovered by BNPPLC through deductions from Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms above.

2 Payments From BNPPLC to Each Participant.

     (A) Payments Computed by Reference to Net Cash Flow and Net Sales Proceeds. Upon the actual receipt of any Net Cash Flow, Net Sales Proceeds or interest thereon, BNPPLC will pay each Participant an amount equal to such Participant’s Percentage times such Net Cash Flow, Net Sales Proceeds or interest, as the case may be.

     (B) Payments Computed by Reference to Bank Specific Charges. If BNPPLC actually receives any Bank Specific Charges (or interest thereon) for the account of a particular Participant, then BNPPLC promises to promptly make a payment to such Participant equal to such Bank Specific Charges (or interest thereon). If requested by any Participant, BNPPLC will make a demand upon LRC for, and will endeavor in good faith to collect, payment of any Bank Specific Charges due for the account of such Participant; provided, however, as an alternative to making any effort to collect any Bank Specific Charge for any Participant, BNPPLC may instead assign to such Participant the right to collect such Bank Specific Charge directly from LRC.

     (C) Payments Computed by Reference to Back to Back Construction-Period Indemnity Payments. If BNPPLC actually receives any Back to Back Construction-Period Indemnity Payment (or interest thereon) in satisfaction of a Back to Back Construction-Period Indemnity Claim asserted for Losses for which BNPPLC is obligated to a particular Participant, then BNPPLC promises to make a payment to such Participant equal to such Back to Back Construction-Period Indemnity Payment (or interest thereon). If a Participant incurs or suffers an Uncovered Construction-Period Participant Loss, BNPPLC must compensate such Participant for the Uncovered Construction-Period Participant Loss; subject to the condition, however, that BNPPLC’s obligation to so compensate a Participant will be satisfied only from any Back to Back Construction-Period Indemnity Payments received by BNPPLC on account of such obligation, it being understood that BNPPLC will have no personal liability for any such obligation.

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     (D) Payments Computed by Reference to Deferred Construction-Period Compensation. If BNPPLC actually receives any Deferred Construction-Period Compensation, and if any Participant shared in the funding of Extraordinary Force Majeure Advances or otherwise suffered Losses included in the Balance of Unpaid Construction Period Losses for which such Deferred Construction-Period Compensation was paid, BNPPLC promises to pay to such Participant an amount equal to a fraction of such Deferred Construction-Period Compensation. The numerator of the fraction will equal the funding of Extraordinary Force Majeure Advances by such Participant and any other Losses suffered by such Participant (and interest thereon) that are included in the Deferred Construction-Period Compensation payable to BNPPLC; and the denominator will equal the total Extraordinary Force Majeure Advances and any other Losses (and interest thereon) included in the Deferred Construction-Period Compensation payable to BNPPLC.

If, however, BNPPLC and the Participants entitled to receive any payment pursuant to this subparagraph did not share proportionately in the funding of all Extraordinary Force Majeure Advances, then BNPPLC may make equitable adjustments to the fractions computed as described in the preceding sentence. Such adjustments, if necessary, will have the effect of reallocating amounts received because of reductions in Carrying Costs or Base Rent resulting from Pre-lease Force Majeure Losses paid or reimbursed by Extraordinary Force Majeure Advances so that the parties who did participate in the funding of the Extraordinary Force Majeure Advances will receive compensation commensurate, to the extent possible, with the amounts and timing of their respective fundings. For example, if two Participants provided equal funding of Extraordinary Force Majeure Advances, but one of the Participants provided its funding earlier than the other, then BNPPLC may adjust payments required by this subparagraph so that the Participant who provided the earlier funding will receive an appropriately greater share of payments attributable to such reductions in Carrying Costs or Base Rent.

     (E) Timing; Manner of Payment. Each payment required of BNPPLC by this Article 2 must be made prior to 1:00 P.M., Dallas, Texas time, on the same day that BNPPLC actually receives the corresponding Distributable Payment (in good funds), if BNPPLC’s receipt of the corresponding Distributable Payment occurs prior to 11:00 A.M., Dallas, Texas time; if, however, BNPPLC’s receipt of the Distributable Payment (in good funds) occurs on any day after 11:00 A.M., Dallas, Texas time, the payments required from BNPPLC to the Participants will not be considered past due until 12:00 noon, Dallas, Texas time, on the next Business Day. All payments from BNPPLC to the Participants will be by transfer of federal funds pursuant to the wiring instructions set forth in Schedule 1. Each payment owing to a Participant by BNPPLC will bear interest from the date it is due until it is paid by BNPPLC at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by BNPPLC to a Participant after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

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     (F) Meaning of Actually Received. As used herein with respect to payments, “actually received” and words of like effect will include not only payments made directly from LRC or any Applicable Purchaser, but also amounts paid by others on LRC’s behalf, amounts realized by way of setoff, amounts realized upon the disposition of or through the application of collateral under the Pledge Agreement or any other documents that may be given from time to time to secure LRC’s obligations under the Lease or Purchase Agreement (net of the costs of disposition and further net of any amounts that must be returned to LRC or any third party having an interest in such collateral), and the fair market value of any property or services accepted in lieu of a cash payment (though it is understood that nothing herein contained will require BNPPLC to accept property or services in lieu of a cash payment required by the Operative Documents and that BNPPLC will not agree to accept property or services in lieu of any cash Distributable Payment without the Participants’ prior written consent). Such phrase will not, however, include amounts received by BNPPLC from any of the Participants or from any affiliate of BNPPLC unless the context otherwise indicates. Finally, if payments due to BNPPLC from LRC are reduced only because of credits attributable to a reduction of BNPPLC’s taxes not subject to indemnification by LRC, as described in subparagraph 4(C)(4) of the Lease, then the payments that BNPPLC would have received but for the credits will be considered as having been actually received by BNPPLC for purposes of this Agreement.

3 Payments From the Participants to BNPPLC.

     (A) Initial Advance. Each of the original Participants joining in the execution of this Agreement promises to pay to BNPPLC, contemporaneously with the execution of this Agreement, an initial payment as set forth below such Participant’s name on Schedule 1, equal to the Participant’s Percentage times the outstanding Lease Balance and (if the effective date of this Agreement is not an Advance Date) any accrued Carrying Costs (as defined in the Construction Agreement) yet to be added to the Outstanding Construction Allowance. BNPPLC will have no obligation hereunder to any of the original Participants that fails to pay such initial payment. Such initial payment will be due no later than 11:00 A.M., Dallas, Texas time, on the effective date of this Agreement.

     (B) Future Advances.

     (1) General. Subject to the limitation set forth in subparagraph 3(B)(3), each Participant promises to make payments to BNPPLC equal to such Participant’s Percentage (as such Percentage may be adjusted from time to time pursuant to subparagraph 4(A)) times the total amount of each Anticipated Advance made after the date hereof.

     (2) Timing. Before 11:00 A.M., Dallas, Texas time, on the third Business Day prior to any date on which BNPPLC expects to make a payment of an Anticipated

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Advance as provided in Paragraphs 3 or 4 of the Construction Agreement, BNPPLC will notify the Participants of the amount of such payment, and each Participant must pay to BNPPLC such Participant’s Percentage times such amount prior to 11:00 A.M., Dallas, Texas time, on such date. The failure of any Participant to make a payment required by this subparagraph 3(B) will, for purposes of this Agreement, be deemed to continue until the Participant actually pays all past due amounts required by this subparagraph 3(B), together with interest thereon at the Late Payment Rate.

     (3) Limitation on Advances by Participant. Notwithstanding anything herein to the contrary or any adjustment to any Participant’s Percentage pursuant to subparagraph 4(A), the total of all payments required of any Participant to BNPPLC by this subparagraph 3(B) (excluding interest on past due payments required by subparagraph 3(B)(2)) because of Anticipated Advances (in contrast to Protective Advances) will not exceed the amount that would cause such Participant’s Participation Amount to exceed the Participation Amount specified for such Participant in Schedule 1.

     (C) Protective Advances.

     (1) General. If LRC fails to pay or reimburse any Protective Advance to BNPPLC within ten days after BNPPLC makes a demand or request therefor, BNPPLC may notify the Participants of such failure. Promptly after receipt of any such notice, each Participant must pay to BNPPLC an amount equal to such Participant’s Percentage times the Protective Advance described in the notice, EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ACTUAL OR ALLEGED NEGLIGENCE OF BNPPLC OR ITS AFFILIATES OR REPRESENTATIVES AND EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ENVIRONMENTAL LOSSES OR OTHER MATTERS OR CIRCUMSTANCES FOR WHICH BNPPLC MAY BE STRICTLY LIABLE. After any Participant has paid its respective Percentage times the Protective Advance to BNPPLC, BNPPLC must pay to such Participant an amount equal to its Adjusted Percentage (as defined below) times any subsequent Excess Reimbursement (as defined below) or interest thereon actually received by BNPPLC for such Protective Advance. As used in this Agreement, the “Adjusted Percentage” of any Participant will equal (i) such Participant’s Percentage, divided by (ii) the sum of BNPPLC’s Percentage and the Percentages of all Participants who have paid BNPPLC their respective shares of the Protective Advance at issue. As used in this Agreement, the term “Excess Reimbursement” will mean, for the Protective Advance at issue, (A) amounts reimbursed or paid by LRC to (or otherwise recovered by) BNPPLC on account of such Protective Advance (except to the extent included in Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms in Paragraph 1), less (B) (i) the total amount of such Protective Advance, times (ii) the Percentages of any Participants

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that have not paid BNPPLC their respective Percentages of such Protective Advance.

     (2) Exceptions. Notwithstanding the foregoing, no Participant will be required to make any payment pursuant to this subparagraph 3(C) related to a Protective Advance that is paid only because of a transfer or assignment by BNPPLC of its right to receive Distributable Payments or its rights and interests in and to the Property, the Operative Documents or this Agreement to BNPPLC’s Affiliates. Further, nothing in this subparagraph 3(C) will be construed to require a payment by a Participant for that portion or percentage, if any, of a Protective Advance required only because of (and attributed by any applicable principles of comparative fault to): (a) conduct of BNPPLC or a Representative of BNPPLC that has been determined to constitute gross negligence or wilful misconduct in or as a necessary element of a final judgment rendered against BNPPLC or such Representative by a court with jurisdiction to make such determination; (b) any representation made by BNPPLC in the Operative Documents that is false in any material respect and that BNPPLC knew was false at the time of BNPPLC’s execution of the Operative Documents; (c) Liens Removable by BNPPLC; or (d) any claim made by any Participant against BNPPLC because of any breach of this Agreement by BNPPLC. As used in this Agreement, “gross negligence” of BNPPLC will not include any negligent failure of BNPPLC to act when the duty to act would not have been imposed solely but for BNPPLC’s status as owner of the Property.

     (D) Extraordinary Force Majeure Advances. As provided in the Construction Agreement, BNPPLC may respond to any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event with an Increased Commitment. If, however, BNPPLC responds with an Increased Funding Commitment, BNPPLC must request that each Participant make a payment to BNPPLC equal to such Participant’s Percentage times each resulting Extraordinary Force Majeure Advance on the date such Extraordinary Force Majeure Advance is made. Further, although each Participant will be entitled to make such a payment, no Participant will be required to do so unless and except to the extent (if any) it has agreed in writing with BNPPLC to do so in order to induce BNPPLC to make the Increased Funding Commitment. If a Participant does make such a payment to BNPPLC with respect to any Extraordinary Force Majeure Advance, such Participant will be entitled to receive a share of subsequent payments required of BNPPLC as provided in subparagraph 2(D).

     (E) Method of Payment. All payments made by the Participants to BNPPLC will be made by transfer of federal funds to BNPPLC pursuant to the wiring instructions for BNPPLC set forth on Schedule 1. Each payment owing to BNPPLC by any Participant must be paid to BNPPLC on the date specified herein or, if not specified, on demand and will bear interest from the date due until the date paid by the Participant at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by a Participant to BNPPLC after the time of day specified herein for such payment will be deemed not paid until the next following Business Day

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for purposes of this Agreement.

4 Other Adjustments, Deductions and Investments.

     (A) Defaulting Participants.

     (1) Adjustments Because of Defaulting Participants. If any Anticipated Advances made after the date of this Agreement, with respect to which any Defaulting Participant fails to make the payment required by subparagraph 3(B), the other Participants will nonetheless be required to make the payments to BNPPLC required by subparagraph 3(B). Further, in such event:

     (a) BNPPLC may reduce any Defaulting Participant’s Percentage as needed to prevent the Defaulting Participant from receiving a share of Net Cash Flow or Net Sales Proceeds that is in excess of the percentage computed by dividing the Participation Amount of such Defaulting Participant by the total Participation Amounts of BNPPLC and all Participants collectively from time to time. Such reduction in the Defaulting Participant’s Percentage will not cure such Participant’s default hereunder nor constitute BNPPLC’s sole remedy for such default, it being understood that other remedies provided herein or available at law or in equity will be in addition to any such reduction.

     (b) Without limiting BNPPLC’s other remedies hereunder, for purposes of computing payments that would otherwise be required to a Defaulting Participant because of BNPPLC’s receipt of Net Cash Flow, BNPPLC may deduct from any Net Cash Flow actually received by BNPPLC the amount by which such Net Cash Flow was increased by Commitment Fees that accrued after the date the Defaulting Participant failed to make any payment required by subparagraph 3(B) and before the date upon the Defaulting Participant completely cured any such failure.

     (2) Defaulting Participant’s Cure. After a failure to make a payment required by subparagraph 3(B), a Defaulting Participant may cure such failure by paying to BNPPLC all or part of such payment and interest thereon at the Late Payment Rate. In no event, however, will any such failure by a Defaulting Participant be considered cured before BNPPLC has effectively recovered the payment, together with such interest, either by reason of payments made to BNPPLC by the Defaulting Participant or by BNPPLC’s exercise of other remedies as provided in subparagraph 4(A)(1)(a) or subparagraph 4(B).

     (B) Setoff. In the event that one party to this Agreement has failed to pay to a second party hereto any amount when due hereunder, the second party may deduct such amount and

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interest thereon at the Late Payment Rate from any payments due from it under this Agreement to the first party. Without limitation, BNPPLC may setoff amounts owed to it by any Defaulting Participant against any termination fee payable to such Defaulting Participant pursuant to subparagraph 6(D) below if BNPPLC elects to reduce such Defaulting Participant’s Percentage to zero as provided in subparagraph 6(D).

     (C) Sharing of Payments. Each Participant agrees that if for any reason it obtains a payment made by or for LRC that reduces any Distributable Payment, and if such payment will cause such Participant to receive more than it would have received had such payment been made instead to BNPPLC and generated the payments from BNPPLC to Participants contemplated in this Agreement, then (1) such Participant must promptly purchase interests in the rights of other parties to this Agreement as necessary to cause BNPPLC and all Participants to share payments as they otherwise would have done under this Agreement, and (2) such other adjustments will be made from time to time as is equitable to ensure that BNPPLC and all Participants share all payments of (or that operate to reduce) Distributable Payments as they otherwise would have done under this Agreement. If, however, the payment received by the purchasing Participant or any part thereof is later recovered from the purchasing Participant, the purchase provided for in this subparagraph will be rescinded, and the price paid by the purchasing Participant to other parties will be repaid by them to the purchasing Participant to the extent of such recovery. Also, if the purchasing Participant is required by court order to pay interest on the payment so recovered, then amounts repaid to the purchasing Participant by the other parties will be repaid with interest, computed in the same manner as the interest required by the court order. Nothing in this subparagraph will in any way affect the right of BNPPLC or any Participant to obtain payment (whether by exercise of rights of banker’s lien, set-off or counterclaim or otherwise) of indebtedness or obligations other than those established by this Agreement or by any of the Operative Documents.

     (D) Withholding Taxes. BNPPLC may deduct any United States withholding tax required on payments to a Participant hereunder if the Participant fails to provide properly completed tax forms which establish its right to be exempt from withholding as described in the next sentence; and in any event the Participant must reimburse BNPPLC for any such taxes BNPPLC is required to pay and that BNPPLC has not deducted. If BNPPLC is uncertain whether United States withholding tax is required, BNPPLC may, after notice to the applicable Participant, deduct the withholding tax except during any period when BNPPLC is excused from such withholding because of the Participant’s delivery to BNPPLC of (i) a statement in duplicate conforming to the requirements of United States Treasury Regulation Section 1.1441-5(b) or (ii) two duly completed copies of Internal Revenue Service Form W-8BEN or any successor form thereto (“Form W-8BEN”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement or (iii) a valid United States Internal Revenue Service Form W-8ECI or any successor form thereto (“Form W-8ECI”) relating to the Participant and claiming complete exemption from

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withholding tax on all amounts to be received by the Participant pursuant to this Agreement. Any Participant will, if requested by BNPPLC, deliver to BNPPLC subsequent statements with respect to such Treasury Regulation or two additional copies of Form W-8BEN or Form W-8ECI, or the applicable replacement forms, on or before the date that any prior such delivered statements or forms expire or become obsolete. If any such statement or form delivered by a Participant to BNPPLC becomes invalid or inapplicable as to such Participant, such Participant must promptly inform BNPPLC. The obligations of each Participant pursuant to this subparagraph 4(D) will survive the termination of this Agreement.

     (E) Order of Application. For purposes of this Agreement, as between BNPPLC and Participants, BNPPLC will be entitled (but not required) to apply payments received from LRC under the Operative Documents or from any sale of the Property or any interest therein or portion thereof to pay or reimburse then outstanding Unrecovered Protective Advances (and interest thereon), if any, regardless of how LRC may otherwise have designated such payments or may otherwise be entitled to characterize such payments. In addition, BNPPLC may allocate any such payments to reduce various outstanding Unrecovered Protective Advances in such order as BNPPLC deems appropriate.

     (F) Investments Pending Dispute Resolution; Overnight Investments. Whenever BNPPLC in good faith determines that it does not have all information needed to determine how payments to the Participants must be made on account of any Distributable Payments, or whenever BNPPLC in good faith determines that there is any dispute among the Participants about payments which must be made on account of Distributable Payments, BNPPLC may choose to defer the payments to Participants which are the subject of such missing information or dispute. However, to minimize any such deferral, BNPPLC must attempt diligently to obtain any missing information needed to determine how payments to the Participants must be made. Also, pending any such deferral, or if BNPPLC is otherwise required to invest funds pending distribution to the Participants, BNPPLC must endeavor to invest the payments at issue. In addition, if BNPPLC receives any Distributable Payment after 11:00 A.M., Dallas, Texas time, on any day and will not make payments to Participants in connection therewith until the next Business Day pursuant to subparagraph 2(E), then BNPPLC must endeavor to invest such payments overnight; however, BNPPLC will have no liability to the Participants if BNPPLC is unable to make such investments. Investments by BNPPLC will be in the overnight federal funds market pending distribution, and the interest earned on each dollar of principal so invested will be paid to the Person entitled to receive such dollar of principal when the principal is paid to such Person.

     (G) Losses Resulting from Failure of Deposit Taker to Comply with the Pledge Agreement or Related Agreements.

     (1) BNPPLC’s Deposit Taker. If the Person acting as Deposit Taker for

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BNPPLC under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, BNPPLC shall defend, indemnify, and hold harmless the Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for BNPPLC to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely BNPPLC and shall not be shared by the Participants.

     (2) Participants’ Deposit Takers. If the Person acting as Deposit Taker for any Participant under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, such Participant (the “Responsible Participant”) shall defend, indemnify, and hold harmless BNPPLC and the other Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for a Responsible Participant to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely by the Responsible Participant and shall not be shared by BNPPLC or the other Participants.

5 Nature of this Agreement.

     (A) No Conveyance. This Agreement is intended to create contractual rights in favor of each Participant to receive payments from BNPPLC, but it is not intended to convey or assign to the Participants any interest in the Property or in the Operative Documents or in the payments to be made to BNPPLC thereunder. In no event will any Participant exercise or attempt to exercise any right or remedy of BNPPLC under the Operative Documents. Nothing in this Agreement will be construed to grant to the Participants any right to enforce LRC’s obligations under the Operative Documents, nor is in anything in this Agreement to be construed to allow any Participant to collect directly from LRC any payments due under the Operative Documents. Although BNPPLC’s obligations for payments to the Participants hereunder will be computed by reference to funds actually received as Distributable Payments, this Agreement will not be construed as an assignment of Distributable Payments themselves or any interest therein, it being understood that (without limiting or expanding the dollar amount of such obligations) BNPPLC may satisfy such obligations from

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other funds available to it, thereby reserving Distributable Payments for payment to other creditors or for other purposes, as BNPPLC determines in its sole discretion.

     (B) Not a Partnership, Etc. Neither the execution of this Agreement, nor the sharing of risks and rewards under the Operative Documents, nor any agreement to share in profits or losses arising as a result of the transactions contemplated thereby, is intended to be or to create, and the foregoing will be construed not to be or to create, any partnership, joint venture, or other joint enterprise between BNPPLC and any Participant. Neither the execution of this Agreement nor the management and administration of the Operative Documents or other related documents by BNPPLC, nor any other right, duty or obligation of BNPPLC under or pursuant to this Agreement is intended to be or to create any fiduciary relationship between BNPPLC and any Participant.

6 Amendments; Waivers; Exercise of Rights and Remedies Against LRC.

     (A) Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement:

     (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would:

     (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof);

     (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement;

     (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision);

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     (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or

     (e) extend the Term of the Lease.

Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event.

However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A).

     (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance.

     (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC.

     (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected

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to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement.

     (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant.

     (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC.

     (7) In the event LRC (a) (a) fails to make any 97-10/Prepayment when required to do so by the Construction Agreement or fails to make any Supplemental Payment when required to do so by the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement,, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative

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Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property.

Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of an Anticipated Advance or a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

     (B) Rights of BNPPLC Generally. Subject to the limitations set forth in subparagraph 6(A):

     (1) BNPPLC will have the exclusive right to take any action and to exercise any available powers, rights and remedies to enforce the obligations of LRC under the Operative Documents or to refrain from taking any such action or exercising any such power, right or remedy.

     (2) BNPPLC may (i) give any consent, waiver or approval requested by LRC with respect to any construction or other approval contemplated in the Construction

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Agreement, Lease or other Operative Documents or (ii) waive or consent to any adverse title claims affecting the Property, subject the condition that, in either case, BNPPLC believes in good faith that such action will not have a material adverse effect upon the obligations or ability of LRC to make the payments required under the Operative Documents or upon the rights and remedies, taken as whole, of BNPPLC under the Operative Documents or upon the Participants hereunder.

     (C) Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, (C) respond to any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event by providing an Increased Commitment as provided in the Construction Agreement; and (D) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

     (D) Refusal to Give Consents; Failure to Fund. If any Participant declines to consent to any amendment, modification, waiver, release or consent for which the Participant’s consent is requested or required by reason of this Agreement, or if any Participant fails to pay any amount owed by it hereunder, BNPPLC will have the right, but not the obligation and without limiting any other remedy of BNPPLC, to reduce such Participant’s Percentage to zero and to terminate such Participant’s rights to receive any further payments under Article 2 of this Agreement by paying to such Participant a termination fee equal to the sum of (but without duplication of any amount): (1) the total amount such Participant would be entitled to receive from BNPPLC hereunder if the date of such payment were the Designated Sale Date and on such date LRC had itself purchased BNPPLC’s interest in the Property pursuant to and in accordance with the

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Purchase Agreement, and (2) the amounts, if any, needed to repay to such Participant any payments previously made by it in connection with Protective Advances pursuant to subparagraph 3(C) and not otherwise previously repaid to such Participant hereunder.

7 Required Repayments. Each Participant must repay to BNPPLC, upon written request or demand by BNPPLC (i) any sums paid by BNPPLC to such Participant under this Agreement from, or that were computed by reference to, any Distributable Payment or other amounts which BNPPLC is required to return or pay over to another party, whether pursuant to any bankruptcy or insolvency law or proceeding or otherwise and (ii) any interest or other amount that BNPPLC is also required to pay to another party with respect to such sums. Such repayment by a Participant will not constitute a release of such Participant’s right to receive payments from BNPPLC hereunder upon BNPPLC’s receipt of any such Distributable Payment or other amount (or any interest thereon) that BNPPLC may later recover.

8 LRC Information; Independent Analysis. Prior to the execution of this Agreement, BNPPLC has provided to the Participants copies of the executed Operative Documents and of various certificates, legal opinions and other documents delivered to BNPPLC by or on behalf of LRC with respect to the Operative Documents. In the future, BNPPLC will provide (A) to all Participants copies of all amendments of the Operative Documents and financial statements, compliance certificates and other certificates and legal opinions, if any, delivered by or on behalf of LRC in connection therewith, and (B) to any Participant, as reasonably required to comply with a specific, reasonable written request for information made by the Participant, copies of other information readily available to BNPPLC concerning LRC and the transactions contemplated in the Operative Documents. However, BNPPLC will not be liable for its failure to provide the Participants any of the foregoing documents unless such failure constitutes gross negligence or wilful misconduct on BNPPLC’s part, and any Attorney’s Fees or other costs of collecting, assembling and providing copies of information requested by a Participant pursuant to clause (B) of the preceding sentence must be reimbursed to BNPPLC by the Participant. Each Participant has entered into this Agreement without reliance upon representations made outside this Agreement by BNPPLC or by any Affiliate, agent or attorney of BNPPLC and only after independently reviewing such documents, independently making such inspections, independently consulting with counsel and independently collecting and verifying such information, as the Participant determined to be necessary or appropriate. Without limiting the foregoing, each Participant has independently reviewed the Operative Documents and independently made such inquiries and investigations of LRC and the Property as the Participant determined to be necessary or appropriate before executing this Agreement.

9 Performance through Representatives. BNPPLC may perform any of its duties hereunder by or through officers, directors, employees, attorneys or agents (collectively, “Representatives”), and BNPPLC and its Representatives may rely, and will be fully protected in relying, upon any communication or document believed by it or them to be genuine and

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correct and to have been signed or made by the proper Person and, with respect to legal matters, upon the opinion of counsel selected by BNPPLC. The Participants acknowledge that BNPPLC’s Parent may act as agent for BNPPLC with respect to the administration of this Agreement, and to the extent it does so, it will be a Representative of BNPPLC hereunder.

10 Duty of Care. Neither BNPPLC nor any of its Representatives will be liable or responsible to any Participant or any other Person for any action taken or omitted to be taken by BNPPLC or any of its Representatives under this Agreement or in relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(C) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with legal counsel (including counsel for LRC), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in Article 12 and will not be responsible to the Participants for any statements, warranties or representations made in or in connection with the Operative Documents; (3) will not have any duty to the Participants to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Operative Documents or to inspect the Property or the books and records of LRC; (4) will not be responsible to the Participants for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement or the Operative Documents by acting in reliance upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

11 Representations by Each Participant. Each Participant represents that as of the date it became a party to this Agreement:

     (A) Nature of this Agreement. It is the type of financial institution set forth under its name in Schedule 1, or in the Participation Agreement Schedule which made it a party to this Agreement, and it is entering into this Agreement for its own account in respect of a commercial transaction made in ordinary course of its business and not with a view to or in connection with any subparticipation, sale or distribution to any Person (other than its Affiliates). Such Participant does not consider the acceptance of the risk participation hereunder to constitute the

Annex 3 — Page 25

“purchase” or “sale” of a “security” within the meaning of any federal or state securities statute or law, or any rule or regulations under any of the foregoing.

     (B) No Default or Violation. To such Participant’s knowledge, the execution, delivery and performance of this Agreement do not and will not contravene, result in a breach of or constitute a default under any material contract or agreement to which the Participant is a party or by which the Participant is bound and do not violate or contravene any law, order, decree, rule or regulation to which the Participant is subject.

     (C) No Suits. To such Participant’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (D) Organization. Such Participant is duly incorporated and legally existing under the laws of jurisdiction indicated in Schedule 1 or in the Participation Agreement Schedule which made it a party to this Agreement. Such Participant has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (E) Enforceability. This Agreement constitutes a legal, valid and binding obligation of such Participant, enforceable in accordance with its terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. The execution and delivery of, and performance under, this Agreement are within such Participant’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter or other corporate papers of the Participant.

     (F) No Funding With Plan Assets. Such Participant has not and will not provide advances required by this Agreement from the assets of any employee benefit plan (or its related trust).

12 Representations by BNPPLC. BNPPLC represents to each Participant, as of the date such Participant became a party to this Agreement, that:

     (A) No Default or Violation. To BNPPLC’s knowledge, its execution, delivery and performance of this Agreement and the Operative Documents do not contravene, result in a breach of or constitute a default under any material contract or agreement to which BNPPLC is a party or by which BNPPLC is bound and do not violate or contravene any law, order, decree, rule or regulation to which BNPPLC is subject.

     (B) No Suits. To BNPPLC’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement

Annex 3 — Page 26

and no such suits or proceedings are threatened.

     (C) Organization. BNPPLC is duly incorporated and legally existing under the laws of Delaware. BNPPLC has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (D) Enforceability. This Agreement and the Operative Documents constitute legal, valid and binding obligations of BNPPLC, enforceable in accordance with their respective terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. BNPPLC’s execution and delivery of, and performance under, this Agreement and the Operative Documents are within BNPPLC’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter, by-laws or other corporate papers of BNPPLC; except that BNPPLC makes no representation or warranty that conditions imposed by any state or local Applicable Laws to the purchase, ownership, lease, financing or operation of the Property have been satisfied.

     (E) Liens Removable by BNPPLC. BNPPLC will not create or permit any Liens Removable by BNPPLC not claimed by, through or under any of the Participants (other than BNPPLC’s Affiliates) without LRC’s consent.

13 Assignments.

     (A) By the Participants Generally. Except as expressly provided below, no Participant may assign or attempt to assign any interest in or rights under this Agreement without the prior written consent of BNPPLC and LRC, which consent will not be unreasonably withheld so long as the Participant requesting the approval is not in default hereunder; however, this provision will not prevent a Participant from transferring its rights hereunder to its Affiliates or to any other Participants who are already parties to this Agreement. Notwithstanding any permitted assignment by a Participant, if the assignment is to any Person that does not qualify as a “Participant” for purposes of the Operative Documents (which, as more particularly provided in the definition of Participant in the Common Definitions and Provisions Agreement, may require the written approval of such Person by LRC), then such Participant’s obligations under this Agreement will remain unchanged, such Participant will remain primarily responsible for the performance of its obligations hereunder, and BNPPLC may continue to deal solely and directly with such Participant in connection with all rights and obligations under this Agreement. In the event, however, of a permitted assignment by a Participant to a Person that does qualify as a “Participant” for purposes of the Operative Documents, accomplished by the execution of appropriate Participation Agreement Supplements as herein provided, the assigning Participant will not be liable for any failure by the assignee to fulfill the obligations assumed hereunder by the assignee by reason of such assignment.

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     (B) By BNPPLC. Except as expressly provided herein, BNPPLC may not assign or attempt to assign any rights under or interest in the Operative Documents or this Agreement or any interest in the Property without all of the Participants’ prior written consents, which consents will not be unreasonably withheld. By a Participation Agreement Supplement, BNPPLC may, without the prior written consent of any Participant, assign participations in the Operative Documents or the payments required to BNPPLC thereunder to any then existing Participant and to other financial institutions or Affiliates of financial institutions so long as BNPPLC has received any approval of LRC required by the Lease. In addition, BNPPLC may assign its right to receive Distributable Payments and its rights and interests in and to the Property, the Operative Documents and this Agreement to Affiliates of BNPPLC or other Persons that do not become Participants, but in such event BNPPLC’s obligations under this Agreement will remain unchanged, BNPPLC will remain primarily responsible for the performance of its obligations hereunder, and all Distributable Payments received by any such Affiliates or other Persons as assignee of BNPPLC will, for purposes of computing payments required to any Participant hereunder, be considered as received by BNPPLC. In addition, BNPPLC will be permitted to transfer any rights or interests as BNPPLC believes in good faith to be necessary to satisfy the Operative Documents or Applicable Laws.

     (C) Execution of Participation Agreement Supplements. Promptly after the execution of a Participation Agreement Supplement by BNPPLC and any Participant, BNPPLC will provide a copy thereof to all other Participants, but the other Participants need not join in or approve the Participation Agreement Supplement for it to be effective.

     (D) Regulation A. Notwithstanding subparagraphs 13(A) or 13(B), a Participant may assign and pledge all or any portion of its rights under this Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank.

     (E) Costs. Each Participant must pay all costs incurred by BNPPLC in connection with any permitted assignment by or through such Participant, including, but not limited to, reasonable fees and disbursements of its counsel, and any transfer taxes or other taxes assessed because of such assignment which LRC is not required to pay under the Lease.

14 GOVERNING LAW; SUBMISSION TO PROCESS; WAIVER OF JURY TRIAL. This Agreement will be deemed a contract made under the laws of the State of Texas and will be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, without regard to principles of conflict of laws. Each of BNPPLC and the Participants hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and the federal courts sitting in Dallas, Texas, and agrees and

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consents that service of process may be made upon it in any legal proceeding relating to this Agreement by any means allowed under Texas or federal law. Each of BNPPLC and the Participants hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding which is brought in a court in Dallas, Texas is brought in an inconvenient forum or that the venue thereof is improper. Each of BNPPLC and the Participants, knowingly, voluntarily and intentionally waives any right to a jury trial of any dispute relating to this agreement and agrees that any such dispute will be tried before a judge sitting without a jury.

15 Termination. This Agreement will terminate on the first date on which all obligations of LRC under the Operative Documents have been indefeasibly paid or otherwise satisfied or excused, BNPPLC has ceased to have any rights in the Property and each party hereto has fully performed its obligations hereunder to the other parties hereto. The agreements of BNPPLC and the Participants in subparagraph 3(C) (which concerns payments by Participants of their respective Percentages of Protective Advances) will survive the termination of this Agreement. Following any sale of the Property by BNPPLC pursuant to the Purchase Agreement and the payment to any Participant of all amounts payable to it hereunder (including, without limitation, an amount equal to such Participant’s Percentage of all Net Sales Proceeds paid by LRC or the Applicable Purchaser on the Designated Sale Date), the Participant will, if asked to do so by BNPPLC or LRC, execute and deliver a quitclaim and release (in recordable form) as to the Property in favor of LRC or the Applicable Purchaser.

16 Miscellaneous.

     (A) Reliance by Others. None of the provisions of this Agreement will inure to the benefit of any Person other than the Participants and BNPPLC and BNPPLC’s Representatives; consequently, no Persons other than the Participants, BNPPLC and BNPPLC’s Representatives may rely upon or raise as a defense, in any manner whatsoever, the failure of any Participant or BNPPLC to comply with the provisions of this Agreement. None of the Participants nor BNPPLC will incur any liability to any other Person for any act of omission of another.

     Notwithstanding the foregoing, however, LRC will be a third party beneficiary of each Participant’s obligations to make advances as provided in subparagraph 3(B) above, of the representations of each Participant in Paragraph 11, of each Participant’s agreement to provided a release and quitclaim of the Property pursuant to the last sentence of Paragraph 15, and of each Participant’s agreements in Paragraph 17. As a third party beneficiary of the obligations of the Participants specified in the preceding sentence, LRC will have standing to exercise any remedies available at law or in equity (including the recovery of monetary damages) against any Participant in LRC’s own name if that Participant breaches such obligations. Further, BNPPLC may assign to LRC any claims it may have against a Participant because of the Participant’s

Annex 3 — Page 29

breach of any of the provisions referenced in this paragraph or because of any adverse title claim made against the Property by, through or under the Participant. Each Participant acknowledges that LRC will be relying on the commitments of the Participant to make payments required by this Agreement to permit funding of Anticipated Advances by BNPPLC under the Construction Agreement.

     (B) Waivers, Etc. No delay or omission by any party to exercise any right under this Agreement will impair any such right, nor will it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement will be deemed a waiver of any other breach or default. Any waiver, consent, or approval under this Agreement must be in writing to be effective.

     (C) Severability. The illegality or unenforceability of any provision of this Agreement will not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

     (D) Notices. All notices, demands, approvals, consents and other communications to be made hereunder to or by the parties hereto must, to be effective for purpose of this Agreement, be in writing. Notices, demands and other communications required or permitted hereunder are to be sent to the addresses set forth in Schedule 1 to this Agreement and must be given by any of the following means: (A) personal service, with proof of delivery or attempted delivery retained; (B) electronic communication, whether by telex, telegram or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C) registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (C) hereof will be deemed received (whether or not actually received) upon first attempted delivery at the proper notice address on any Business Day between 9:00 A.M. and 5:00 P.M., and any notice or other communication sent pursuant to clause (B) hereof will be deemed received upon dispatch by electronic means.

     (E) Construction. Words of any gender used in this Agreement will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References herein to Paragraphs, subparagraphs or other subdivisions will refer to the corresponding Paragraph, subparagraphs or subdivisions of this Agreement, unless specific reference is made to another document or instrument. References herein to any Schedule or Exhibit will refer to the corresponding Schedule or Exhibit attached hereto, which will be made a part hereof by such reference. All capitalized terms used in this Agreement which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time so long as the documents are not renewed, extended or modified in breach of any provision contained herein or therein or, in the case of any other document to which BNPPLC is a party or of which BNPPLC is an intended beneficiary,

Annex 3 — Page 30

without the consent of BNPPLC. All accounting terms used but not specifically defined herein will be construed in accordance with GAAP. The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph” and “this subparagraph” and “this subsection” and similar phrases used herein refer only to the Paragraphs, subparagraphs or subsections hereof in which the phrase occurs. As used herein the word “or” is not exclusive. As used herein the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     (F) Headings. The paragraph and section headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several provisions hereof.

     (G) Entire Agreement. This Agreement embodies the entire agreement between the parties, supersedes all prior agreements and understandings between the parties, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed by an authorized representative of each party to be bound by such amendment.

     (H) Further Assurances. Subject to any restriction in the Operative Documents, each of BNPPLC and the Participants will promptly execute and deliver all further instruments and documents and take all further action as any of them may reasonably request in order to evidence the agreements made hereunder and otherwise to effect the purposes of this Agreement.

     (I) Impairment of Operative Documents. Nothing herein contained (including the provisions governing the application of payments in subparagraph 4(E) and the provisions authorizing assignments by BNPPLC in subparagraph 13(B)) will impair or modify LRC’s rights under the Operative Documents.

     (J) Books and Records. BNPPLC will keep accurate books and records in which full, true and correct entries will be promptly made as to all payments made and received concerning

Annex 3 — Page 31

the Property and will permit all such books and records (excluding any information that would otherwise be protected by BNPPLC’s attorney client privilege) to be inspected and copied by the Participants and their duly accredited representatives at all times during reasonable business hours after five Business Days advance notice. This subparagraph will not be construed as requiring BNPPLC to regularly maintain separate books and records relating exclusively to the Property; however, upon reasonable request of a Participant, BNPPLC will, at the requesting Participant’s expense, construct or abstract from its regularly maintained books and records information required by this subparagraph relating to the Property.

     (K) Definition of Knowledge. Representations and warranties made in this Agreement but limited to the “knowledge” of BNPPLC or any Participant, as the case may be, will be limited to the present actual knowledge of the officers or other employees of such party primarily responsible for reviewing and negotiating this Agreement. Also, as used herein with respect to the existence of any facts or circumstances after the date of this Agreement, “knowledge” of BNPPLC or a Participant, as the case may be, will be limited to the present actual knowledge at the time in question of the officers or other employees of such party primarily responsible for administering this Agreement. However, none of the officers or employees of any party to this Agreement will be personally liable for any representations or warranties made herein or for taking or failing to take any action required hereby.

     (L) Attorneys’ Fees. If any party to this Agreement commences any legal action or other proceeding against another party hereto to enforce any of the terms of this Agreement, or because of any breach of the other party or dispute hereunder, the successful or prevailing party will be entitled to recover from the nonprevailing party all Attorneys’ Fees incurred in connection therewith, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any such Attorneys’ Fees incurred by any party in enforcing a judgment in its favor under this Agreement will be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

     (M) Execution in Counterparts. To facilitate execution, this Agreement may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to this Agreement. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original

Annex 3 — Page 32

counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to this Agreement will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

17 Confidentiality Concerning LRC’s Proprietary Information. Each Participant agrees to use reasonable precautions to keep confidential any “proprietary information” of LRC (as defined in the Lease) that such Participant may receive from BNPPLC or LRC or otherwise discover with respect to LRC or LRC’s business as a result of Participant’s involvement with the transactions contemplated in the Operative Documents, except for disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of the Participant as to any interest hereunder so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this Paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to the Participant so long as the Participant informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over the Participant (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); and (vi) of information which has previously become publicly available through the actions or inactions of a person other than the Participant not, to the Participant’s knowledge, in breach of an obligation of confidentiality to LRC. Further, notwithstanding any other contrary provision contained in this Agreement or any related agreements by which any Participant is bound, BNPPLC and Participants (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

[The signature pages follow.]

Annex 3 — Page 33

     IN WITNESS WHEREOF, this Participation Agreement (Livermore/Parcel 7) is executed to be effective as of                                         , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Annex 3 — Page 34

[Continuation of signature pages for Participation Agreement (Livermore/Parcel 7) dated as of                                         , 20___.]

By:
	Name (print):
	Title (print):

Annex 3 — Page 35

SCHEDULE 1

A. BNPPLC: BNP PARIBAS LEASING CORPORATION, a Delaware corporation

1.	Amount Retained: $
2.	Initial Percentage:                     %
3.	Address for Notices:
	BNP Paribas Leasing Corporation
	12201 Merit Drive
	Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox
	Telephone: (972) 788-9191
	Facsimile: (972) 788-9140
4.	Payment Instructions:
	Federal Reserve Bank of New York
	ABA 026007689 BNP Paribas
	/BNP/ BNP Houston
	/AC/ 14334000176
	/Ref/ LRC/                                          Operating Lease

Annex 3 — Page 36

SCHEDULE 1

5.	Operations Contact:
	BNP Paribas Leasing Corporation
	12201 Merit Drive
	Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox
	Telephone: (972) 788-9191
	Facsimile: (972) 788-9140

Annex 3 — Page 37

SCHEDULE 1

B. Participant:
	1.	Amount of Participation: $
	2.	Percentage: ___%
	3.	Address for Notices:
		Telephone: (                    ) _______-_______
		Facsimile: (                    ) _______-_______
	4.	Payment Instructions:
		***Federal Reserve Bank of New York
		ABA
		/Ref/
	5.	Operations Contact:
		Telephone: (                    ) _______-_______
		Facsimile: (                    ) _______-_______
	6.	“Initial Payment” Due from
		Participant to BNPPLC:	An amount equal to the Percentage specified above times the Initial Advance under the Construction Agreement.

Annex 3 — Page 38

Exhibit A

SUPPLEMENT TO PARTICIPATION AGREEMENT

[                    , ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Reference is made to the Participation Agreement (Livermore/Parcel 7) dated as of                     , 20 ___ (as heretofore amended, the “Participation Agreement”) between BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation,                                          and other banks or financial institutions which have or may from time to time become Participants under and as defined in such Participation Agreement (collectively, the “Participants”). Unless otherwise defined herein, all capitalized terms used in this Supplement have the respective meanings given to those terms in the Participation Agreement.

[NOTE: THE NEXT TWO PARAGRAPHS, AND THE ADDENDUM TO SCHEDULE 1 ATTACHED TO THIS EXHIBIT, WILL BE INCLUDED ONLY AS PART OF A SUPPLEMENT THAT ADDS A NEW PARTICIPANT UNDER THE PARTICIPATION AGREEMENT:

     The undersigned, by executing and delivering this Supplement to BNPPLC, hereby agrees to become a party to the Participation Agreement referenced therein, in each case as a Participant and agrees to be bound by all of the terms thereof applicable to Participants. The undersigned hereby agrees that its Percentage under the Participation Agreement will be                      percent (___%), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying to BNPPLC the sum of $                     in consideration of the rights it is acquiring as a Participant under the Participation Agreement with the foregoing Percentage.

     Schedule 1 attached to the Participation Agreement is amended by the addition of an Addendum (concerning the undersigned) in the form attached to this Supplement.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT REDUCES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE

Annex 3 — Page 39

PARTICIPATION AGREEMENT:

     In consideration of the payment of $__________ to the undersigned, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that its Percentage under the Participation Agreement is reduced to percent (        ), effective as of the date of this letter.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT INCREASES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE PARTICIPATION AGREEMENT:

     The undersigned hereby agrees that its Percentage under the Participation Agreement is increased to                      percent (___%), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying BNPPLC the sum of $                     in consideration of such increase.]

     IN WITNESS WHEREOF, the undersigned has executed this Supplement as of the day and year indicated above.

[NAME]
By:
	Printed Name:
	Title:

Accepted and agreed:

BNP PARIBAS LEASING CORPORATION
By:
	Printed Name:
	Title:

Annex 3 — Page 40

Addendum to Schedule 1

Participant:
	1.	Amount of Participation: $
	2.	Percentage: ___%
	3.	Address for Notices:
		Attention:
		Telephone:
		Facsimile:
	4.	Payment Instructions:
		Bank:
		Account:
		Account No.:
		ABA No.:
		Reference:
	5.	Operations Contact:
		Attention:
		Telephone:
		Facsimile:

Annex 3 — Page 41

Annex 4

Participation Agreement Form

Attached to and made a part of this Annex is a form of Participation Agreement that may be executed on or after the Base Rent Commencement Date and used by BNPPLC to share risks and rewards of the Operative Documents with other parties.

PARTICIPATION AGREEMENT
(LIVERMORE/PARCEL 7)

     This PARTICIPATION AGREEMENT (LIVERMORE/PARCEL 7) (this “Agreement”), dated as of                     , 200___, is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and the banks or other financial institutions designated as Participants in the signature pages to this Agreement (whether one or more, “Participants”).

RECITALS

     BNPPLC and Lam Research Corporation (“LRC”), a Delaware corporation, have executed a Common Definitions and Provisions Agreement (Livermore/Parcel 7) (the “Common Definitions and Provisions Agreement”) dated as of December 18, 2007 (the “Original Effective Date”). As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC, BNPPLC has acquired the Land and any existing Improvements on the Land prior to the execution of this Agreement.

     Prior to the execution of this Agreement, BNPPLC and LRC have executed a Construction Agreement (Livermore/Parcel 7) (the “Construction Agreement”), a Lease Agreement (Livermore/Parcel 7) (the “Lease”) and a Closing Certificate and Agreement (Livermore/Parcel 7) (the “Closing Certificate”), all dated as of the Original Effective Date. Pursuant to the Construction Agreement, BNPPLC has provided funding for the construction of new Improvements, all of which new Improvements have now been constructed by LRC or under its supervision as provided in the Construction Agreement. Pursuant to the Lease, LRC is leasing from BNPPLC the Land and all Improvements on the Land.

     Pursuant to an Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) dated as of the Original Effective Date (the “Purchase Agreement”) between BNPPLC and LRC, LRC will have the right to purchase, among other things, BNPPLC’s interest in the Land and the Improvements on and subject to the terms and conditions set forth therein. Pursuant to a Pledge Agreement (Livermore/Parcel 7) dated as of the Original Effective Date (the “Pledge Agreement”), LRC must maintain cash collateral to secure its obligations under the Purchase Agreement.

Annex 4 — Page 2

     By this Agreement, the parties desire to evidence the Participants’ agreement to participate with BNPPLC in certain of the risks and rewards to BNPPLC of the Common Definitions and Provisions Agreement, the Lease, the Closing Certificate, the Purchase Agreement and the Pledge Agreement (collectively, the “Operative Documents”), which participation is to be accomplished through the exchange of promises to make payments computed by reference to the sums paid or received by BNPPLC from time to time pursuant to the Operative Documents, all as more particularly provided below.

AGREEMENTS

     Participants agree to participate with BNPPLC in, and BNPPLC agrees to share with the Participants, the risks and rewards of the Operative Documents upon and subject to the following terms, provisions, covenants, agreements and conditions:

1. Additional Definitions. As used in this Agreement, capitalized terms defined above have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not otherwise defined have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms have the following respective meanings:

     (A) “Bank Specific Charges” means payments made to BNPPLC by or on behalf of LRC for the account of a Participant or any other Interested Party under subparagraph 5(B) or 5(C) of the Lease. Bank Specific Charges include, for example, payments made to compensate a Participant for an increase in costs related to advances made by the Participant hereunder and attributable to a Banking Rules Change.

     (B) “Critical Event” means any of the following which has occurred and is continuing and is known to BNPPLC:

          (1) any failure of LRC to pay Base Rent or any Supplemental Payment within three Business Days of the date it becomes due;

          (2) any failure of LRC to make any payment required by the Operative Documents (other than Base Rent or any Supplemental Payment) within thirty days of the date it becomes due;

          (3) any material failure of LRC to maintain the Property as required by the Lease;

          (4) any material title encumbrance (other than a Permitted Encumbrance) is

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     discovered or asserted against the Property;

     (5) any Event of Default;

     (6) any condemnation proceedings are brought against the Property or any portion thereof or any material damage to the Property is caused by fire or other casualty; or

     (7) LRC shall fail to promptly repair any significant damage to the Property or apply insurance or condemnation proceeds as required by the Operative Documents.

     (C) “Critical Remedy” means BNPPLC’s right to do any of the following: (a) file a lawsuit against LRC to enforce the Operative Documents or seek judicial foreclosure of the lien against the Real Property granted in Exhibit B to the Lease; (b) make the election to accelerate the Designated Sale Date as described in the definition thereof in the Common Definitions and Provisions Agreement; (c) exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement if the conditions specified in that subparagraph have been satisfied; or (d) withdraw Cash Collateral (as defined in the Pledge Agreement) for application against obligations secured by the Pledge Agreement or otherwise take action to cause a sale or disposition of Collateral to generate proceeds to be applied to such obligations.

     (D) “Deposit Taker’s Agreement” has the meaning assigned to it in the Pledge Agreement.

     (E) “Distributable Payments” means any payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) any of the following or interest on past due amounts thereof:

(1)	Base Rent;
(2)	Qualified Prepayments;
(3)	Bank Specific Charges;
(4)	any Supplemental Payment; and
(5)	Net Sales Proceeds.

     (F) “Late Payment Rate” means (a) for each day (other than as set forth in clause (b) of this sentence) the Fed Funds Rate or (b) for the purpose of computing interest on past due payments for each day following the fifth day after such payments first became due, a rate of two

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percent (2%) per annum in excess of the Prime Rate then in effect; except that the Late Payment Rate will not, notwithstanding anything to the contrary herein contained, exceed the maximum rate of interest permitted by applicable law.

     (G) “Major Stakeholder” means BNPPLC and any Participant who, at the time any determination thereof is required, has a Percentage which exceeds thirty-four percent (34%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (H) “Majority” means, at the time any determination thereof is required, any of the Participants and BNPPLC, the aggregate Percentages of which equal or exceed sixty-seven percent (67%) of the Percentages of BNPPLC and of all the Participants then entitled to vote under subparagraph 6(A).

     (I) “Net Cash Flow” means payments actually received by BNPPLC under the Operative Documents as (or in satisfaction of LRC’s obligations for) Base Rent, Qualified Prepayments or a Supplemental Payment or as interest on past due Base Rent, Qualified Prepayments or a Supplemental Payment; except that any Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(B) may, at BNPPLC’s option, be deducted by BNPPLC from such payments for purposes of calculating Net Cash Flow. By deducting any Unrecovered Protective Advance in the calculation of Net Cash Flow, BNPPLC will be considered to have “recovered” such Protective Advance for purposes of calculating “Excess Reimbursements” under and as defined in subparagraph 3(B). Further, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Cash Flow, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will also constitute Net Cash Flow for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Cash Flow as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(A) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (J) “Net Sales Proceeds” means, subject to the deductions and exclusions described below in this definition:

     (1) all payments actually received by BNPPLC under the Purchase Agreement as (or in satisfaction of LRC’s or an Applicable Purchaser’s obligations for)

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the purchase price for BNPPLC’s interest in Property or in Escrowed Proceeds; and

          (2) if the Property is not sold pursuant to the Purchase Agreement on the Designated Sale Date, then all rents and sales, condemnation and insurance proceeds actually received by BNPPLC (other than sales proceeds paid or to be paid by BNPPLC to LRC pursuant to subparagraph 3(D) of the Purchase Agreement) from any sale or lease after the Designated Sale Date of any interest in, or because of any subsequent taking or damage to, the Property.

For purposes of calculating Net Sales Proceeds, the following will be deducted or excluded from such payments (without duplication of any item): (i) any excess sales proceeds that BNPPLC is required by the Purchase Agreement to pay over to LRC; and (ii) any amounts applied by BNPPLC to pay, or received by BNPPLC as reimbursement for, bona fide costs of a sale of the Property. Also, any other Unrecovered Protective Advances for which any Participant has not fully reimbursed its Percentage to BNPPLC as provided in subparagraph 3(B) may, at BNPPLC’s option, be deducted by BNPPLC from such payments received by it for purposes of calculating Net Sales Proceeds Without limiting the foregoing, after any Designated Sale Date upon which neither LRC nor an Applicable Purchaser purchases BNPPLC’s interest in the Property, BNPPLC may, at its option, deduct the following as Unrecovered Protective Advances: (x) ad valorem taxes, (y) insurance premiums; and (z) other Losses of every kind suffered or incurred by BNPPLC (other than general overhead) with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, other than Unrecovered Protective Advances for which all Participants have paid BNPPLC their respective Percentages thereof as required by subparagraph 3(B). By deducting any Unrecovered Protective Advances in the calculation of Net Sales Proceeds, BNPPLC will be considered to have “recovered” such Protective Advances for purposes of calculating Excess Reimbursements under and as defined in subparagraph 3(B). Also, if BNPPLC deducts Unrecovered Protective Advances in the calculation of Net Sales Proceeds, but later receives payment from LRC (in excess of other amounts then due from LRC) for the same Protective Advances, such payment to BNPPLC by LRC will constitute Net Sales Proceeds for purposes of this Agreement.

As an alternative to deducting Unrecovered Protective Advances in the calculation of Net Sales Proceeds as described above in this definition, BNPPLC may elect to exercise its right under subparagraph 4(A) to setoff (a) payments owed to it as reimbursement for such Unrecovered Protective Advance from any Participant that has not already fully reimbursed its Percentage of such Unrecovered Protective Advance to BNPPLC, against (b) payments that BNPPLC would otherwise be required to make to such Participant because of BNPPLC’s receipt of those Net Sales Proceeds or other Distributable Payments.

     (K) “Participants” means each of the undersigned parties designated as Participants in the signature pages to this Agreement, and any other financial institutions which may

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hereafter become parties to this Agreement by joining with BNPPLC in completing and executing a Participation Agreement Supplement.

     (L) “Participation Agreement Supplement” means a Participation Agreement Supplement in substantially the form attached hereto as Exhibit A, completed and executed by BNPPLC and a Participant, adding the Participant as a party to this Agreement, changing a Participant’s Percentage or removing a Participant as a party to this Agreement.

     (M) “Percentage” of each Participant means, subject to change by a Participation Agreement Supplement, the percentage designated as the Participant’s “Percentage” in Schedule 1. “Percentage” of BNPPLC means a percentage that, at the time a determination of such Percentage is required hereunder, is equal to 100% less the sum of the Percentages of all the Participants.

     (N) “Protective Advances” means any payments, other than of Excluded Taxes, made by or on behalf of BNPPLC at any time or from time to time because of, arising out of or related to, in whole or in part: (1) the Property or the construction, protection, preservation, operation, ownership or sale thereof; (2) any of the Operative Documents or the transactions contemplated therein; or (3) anything done by BNPPLC to enforce the obligations of LRC under the Operative Documents (whether done upon BNPPLC’s own initiative or upon the direction of the Majority or another Majority Stakeholder). Protective Advances will include any and all payments by BNPPLC (including those paid to attorneys, accountants, experts and other advisors) for which LRC is obligated to indemnify or reimburse BNPPLC by Paragraph 5 of the Lease. Protective Advances will also include any “Charges” that BNPPLC must pay to any Deposit Taker under and as defined in Paragraph 7 of any Deposit Taker’s Agreement executed by BNPPLC in the form attached as an Exhibit to the Pledge Agreement.

     (O) “Unrecovered Protective Advances” means Protective Advances that have not been repaid to BNPPLC by or on behalf of LRC and have not otherwise been previously recovered by BNPPLC through deductions from Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms above.

2. Payments From BNPPLC to Each Participant.

     (A) Payments Computed by Reference to Net Cash Flow and Net Sales Proceeds. Upon the actual receipt of any Net Cash Flow, Net Sales Proceeds or interest thereon, BNPPLC will pay each Participant an amount equal to such Participant’s Percentage times such Net Cash Flow, Net Sales Proceeds or interest, as the case may be.

     (B) Payments Computed by Reference to Bank Specific Charges. If BNPPLC actually receives any Bank Specific Charges (or interest thereon) for the account of a particular

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Participant, then BNPPLC promises to promptly make a payment to such Participant equal to such Bank Specific Charges (or interest thereon). If requested by any Participant, BNPPLC will make a demand upon LRC for, and will endeavor in good faith to collect, payment of any Bank Specific Charges due for the account of such Participant; provided, however, as an alternative to making any effort to collect any Bank Specific Charge for any Participant, BNPPLC may instead assign to such Participant the right to collect such Bank Specific Charge directly from LRC.

     (C) Timing; Manner of Payment. Each payment required of BNPPLC by this Article 2 must be made prior to 1:00 P.M., Dallas, Texas time, on the same day that BNPPLC actually receives the corresponding Distributable Payment (in good funds), if BNPPLC’s receipt of the corresponding Distributable Payment occurs prior to 11:00 A.M., Dallas, Texas time; if, however, BNPPLC’s receipt of the Distributable Payment (in good funds) occurs on any day after 11:00 A.M., Dallas, Texas time, the payments required from BNPPLC to the Participants will not be considered past due until 12:00 noon, Dallas, Texas time, on the next Business Day. All payments from BNPPLC to the Participants will be by transfer of federal funds pursuant to the wiring instructions set forth in Schedule 1. Each payment owing to a Participant by BNPPLC will bear interest from the date it is due until it is paid by BNPPLC at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by BNPPLC to a Participant after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

     (D) Meaning of Actually Received. As used herein with respect to payments, “actually received” and words of like effect will include not only payments made directly from LRC or any Applicable Purchaser, but also amounts paid by others on LRC’s behalf, amounts realized by way of setoff, amounts realized upon the disposition of or through the application of collateral under the Pledge Agreement or any other documents that may be given from time to time to secure LRC’s obligations under the Lease or Purchase Agreement (net of the costs of disposition and further net of any amounts that must be returned to LRC or any third party having an interest in such collateral), and the fair market value of any property or services accepted in lieu of a cash payment (though it is understood that nothing herein contained will require BNPPLC to accept property or services in lieu of a cash payment required by the Operative Documents and that BNPPLC will not agree to accept property or services in lieu of any cash Distributable Payment without the Participants’ prior written consent). Such phrase will not, however, include amounts received by BNPPLC from any of the Participants or from any affiliate of BNPPLC unless the context otherwise indicates. Finally, if payments due to BNPPLC from LRC are reduced only because of credits attributable to a reduction of BNPPLC’s taxes not subject to indemnification by LRC, as described in subparagraph 4(C)(4) of the Lease, then the payments that BNPPLC would have received but for the credits will be considered as having been actually received by BNPPLC for purposes of this Agreement.

3. Payments From the Participants to BNPPLC.

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     (A) Initial Advance. Each of the original Participants joining in the execution of this Agreement promises to pay to BNPPLC, contemporaneously with the execution of this Agreement, an initial payment as set forth below such Participant’s name on Schedule 1, equal to the Participant’s Percentage times the outstanding Lease Balance and (if the effective date of this Agreement is not a Base Rent Date) any accrued Base Rent yet to be paid under the Lease. BNPPLC will have no obligation hereunder to any of the original Participants that fails to pay such initial payment. Such initial payment will be due no later than 11:00 A.M., Dallas, Texas time, on the effective date of this Agreement.

     (B) Protective Advances.

          (1) General. If LRC fails to pay or reimburse any Protective Advance to BNPPLC within ten days after BNPPLC makes a demand or request therefor, BNPPLC may notify the Participants of such failure. Promptly after receipt of any such notice, each Participant must pay to BNPPLC an amount equal to such Participant’s Percentage times the Protective Advance described in the notice, EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ACTUAL OR ALLEGED NEGLIGENCE OF BNPPLC OR ITS AFFILIATES OR REPRESENTATIVES AND EVEN IF THE PROTECTIVE ADVANCE WOULD NOT HAVE BEEN PAID BUT FOR ANY ENVIRONMENTAL LOSSES OR OTHER MATTERS OR CIRCUMSTANCES FOR WHICH BNPPLC MAY BE STRICTLY LIABLE. After any Participant has paid its respective Percentage times the Protective Advance to BNPPLC, BNPPLC must pay to such Participant an amount equal to its Adjusted Percentage (as defined below) times any subsequent Excess Reimbursement (as defined below) or interest thereon actually received by BNPPLC for such Protective Advance. As used in this Agreement, the “Adjusted Percentage” of any Participant will equal (i) such Participant’s Percentage, divided by (ii) the sum of BNPPLC’s Percentage and the Percentages of all Participants who have paid BNPPLC their respective shares of the Protective Advance at issue. As used in this Agreement, the term “Excess Reimbursement” will mean, for the Protective Advance at issue, (A) amounts reimbursed or paid by LRC to (or otherwise recovered by) BNPPLC on account of such Protective Advance (except to the extent included in Net Cash Flow or Net Sales Proceeds as provided in the definitions of those terms in Paragraph 1), less (B) (i) the total amount of such Protective Advance, times (ii) the Percentages of any Participants that have not paid BNPPLC their respective Percentages of such Protective Advance.

          (2) Exceptions. Notwithstanding the foregoing, no Participant will be required to make any payment pursuant to this subparagraph 3(B) related to a Protective Advance that is paid only because of a transfer or assignment by BNPPLC of its right to receive Distributable Payments or its rights and interests in and to the Property, the

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Operative Documents or this Agreement to BNPPLC’s Affiliates. Further, nothing in this subparagraph 3(B) will be construed to require a payment by a Participant for that portion or percentage, if any, of a Protective Advance required only because of (and attributed by any applicable principles of comparative fault to): (a) conduct of BNPPLC or a Representative of BNPPLC that has been determined to constitute gross negligence or wilful misconduct in or as a necessary element of a final judgment rendered against BNPPLC or such Representative by a court with jurisdiction to make such determination; (b) any representation made by BNPPLC in the Operative Documents that is false in any material respect and that BNPPLC knew was false at the time of BNPPLC’s execution of the Operative Documents; (c) Liens Removable by BNPPLC; or (d) any claim made by any Participant against BNPPLC because of any breach of this Agreement by BNPPLC. As used in this Agreement, “gross negligence” of BNPPLC will not include any negligent failure of BNPPLC to act when the duty to act would not have been imposed solely but for BNPPLC’s status as owner of the Property.

     (C) Method of Payment. All payments made by the Participants to BNPPLC will be made by transfer of federal funds to BNPPLC pursuant to the wiring instructions for BNPPLC set forth on Schedule 1. Each payment owing to BNPPLC by any Participant must be paid to BNPPLC on the date specified herein or, if not specified, on demand and will bear interest from the date due until the date paid by the Participant at the Late Payment Rate calculated on the basis of a 360-day year. Any payment by a Participant to BNPPLC after the time of day specified herein for such payment will be deemed not paid until the next following Business Day for purposes of this Agreement.

4. Other Adjustments, Deductions and Investments.

     (A) Setoff. In the event that one party to this Agreement has failed to pay to a second party hereto any amount when due hereunder, the second party may deduct such amount and interest thereon at the Late Payment Rate from any payments due from it under this Agreement to the first party.

     (B) Sharing of Payments. Each Participant agrees that if for any reason it obtains a payment made by or for LRC that reduces any Distributable Payment, and if such payment will cause such Participant to receive more than it would have received had such payment been made instead to BNPPLC and generated the payments from BNPPLC to Participants contemplated in this Agreement, then (1) such Participant must promptly purchase interests in the rights of other parties to this Agreement as necessary to cause BNPPLC and all Participants to share payments as they otherwise would have done under this Agreement, and (2) such other adjustments will be made from time to time as is equitable to ensure that BNPPLC and all Participants share all payments of (or that operate to reduce) Distributable Payments as they otherwise would have done under this Agreement. If, however, the payment received by the purchasing Participant or

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any part thereof is later recovered from the purchasing Participant, the purchase provided for in this subparagraph will be rescinded, and the price paid by the purchasing Participant to other parties will be repaid by them to the purchasing Participant to the extent of such recovery. Also, if the purchasing Participant is required by court order to pay interest on the payment so recovered, then amounts repaid to the purchasing Participant by the other parties will be repaid with interest, computed in the same manner as the interest required by the court order. Nothing in this subparagraph will in any way affect the right of BNPPLC or any Participant to obtain payment (whether by exercise of rights of banker’s lien, set-off or counterclaim or otherwise) of indebtedness or obligations other than those established by this Agreement or by any of the Operative Documents.

     (C) Withholding Taxes. BNPPLC may deduct any United States withholding tax required on payments to a Participant hereunder if the Participant fails to provide properly completed tax forms which establish its right to be exempt from withholding as described in the next sentence; and in any event the Participant must reimburse BNPPLC for any such taxes BNPPLC is required to pay and that BNPPLC has not deducted. If BNPPLC is uncertain whether United States withholding tax is required, BNPPLC may, after notice to the applicable Participant, deduct the withholding tax except during any period when BNPPLC is excused from such withholding because of the Participant’s delivery to BNPPLC of (i) a statement in duplicate conforming to the requirements of United States Treasury Regulation Section 1.1441-5(b) or (ii) two duly completed copies of Internal Revenue Service Form W-8BEN or any successor form thereto (“Form W-8BEN”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement or (iii) a valid United States Internal Revenue Service Form W-8ECI or any successor form thereto (“Form W-8ECI”) relating to the Participant and claiming complete exemption from withholding tax on all amounts to be received by the Participant pursuant to this Agreement. Any Participant will, if requested by BNPPLC, deliver to BNPPLC subsequent statements with respect to such Treasury Regulation or two additional copies of Form W-8BEN or Form W-8ECI, or the applicable replacement forms, on or before the date that any prior such delivered statements or forms expire or become obsolete. If any such statement or form delivered by a Participant to BNPPLC becomes invalid or inapplicable as to such Participant, such Participant must promptly inform BNPPLC. The obligations of each Participant pursuant to this subparagraph 4(C) will survive the termination of this Agreement.

     (D) Order of Application. For purposes of this Agreement, as between BNPPLC and Participants, BNPPLC will be entitled (but not required) to apply payments received from LRC under the Operative Documents or from any sale of the Property or any interest therein or portion thereof to pay or reimburse then outstanding Unrecovered Protective Advances (and interest thereon), if any, regardless of how LRC may otherwise have designated such payments or may otherwise be entitled to characterize such payments. In addition, BNPPLC may allocate any such payments to reduce various outstanding Unrecovered Protective Advances in such

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order as BNPPLC deems appropriate.

     (E) Investments Pending Dispute Resolution; Overnight Investments. Whenever BNPPLC in good faith determines that it does not have all information needed to determine how payments to the Participants must be made on account of any Distributable Payments, or whenever BNPPLC in good faith determines that there is any dispute among the Participants about payments which must be made on account of Distributable Payments, BNPPLC may choose to defer the payments to Participants which are the subject of such missing information or dispute. However, to minimize any such deferral, BNPPLC must attempt diligently to obtain any missing information needed to determine how payments to the Participants must be made. Also, pending any such deferral, or if BNPPLC is otherwise required to invest funds pending distribution to the Participants, BNPPLC must endeavor to invest the payments at issue. In addition, if BNPPLC receives any Distributable Payment after 11:00 A.M., Dallas, Texas time, on any day and will not make payments to Participants in connection therewith until the next Business Day pursuant to subparagraph 2(C), then BNPPLC must endeavor to invest such payments overnight; however, BNPPLC will have no liability to the Participants if BNPPLC is unable to make such investments. Investments by BNPPLC will be in the overnight federal funds market pending distribution, and the interest earned on each dollar of principal so invested will be paid to the Person entitled to receive such dollar of principal when the principal is paid to such Person.

     (F) Losses Resulting from Failure of Deposit Taker to Comply with the Pledge Agreement or Related Agreements.

          (1) BNPPLC’s Deposit Taker. If the Person acting as Deposit Taker for BNPPLC under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, BNPPLC shall defend, indemnify, and hold harmless the Participants from and against any Losses resulting from such failure. Without limiting the foregoing, if the failure of a Deposit Taker for BNPPLC to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely BNPPLC and shall not be shared by the Participants.

          (2) Participants’ Deposit Takers. If the Person acting as Deposit Taker for any Participant under and as provided in the Pledge Agreement fails to comply with the requirements of the Pledge Agreement or any Deposit Taker’s Agreement signed by it, such Participant (the “Responsible Participant”) shall defend, indemnify, and hold harmless BNPPLC and the other Participants from and against any Losses resulting from

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such failure. Without limiting the foregoing, if the failure of a Deposit Taker for a Responsible Participant to comply strictly with the terms of its Deposit Taker’s Agreement (including the requirement that any cash deposits be held in a deposit account located in either New York, California or Illinois) causes, in whole or in part, the security interest of BNPPLC in the Collateral held by such Deposit Taker to be unperfected, then any and all Losses suffered as a result of such nonperfection shall be borne solely by the Responsible Participant and shall not be shared by BNPPLC or the other Participants.

5. Nature of this Agreement.

     (A) No Conveyance. This Agreement is intended to create contractual rights in favor of each Participant to receive payments from BNPPLC, but it is not intended to convey or assign to the Participants any interest in the Property or in the Operative Documents or in the payments to be made to BNPPLC thereunder. In no event will any Participant exercise or attempt to exercise any right or remedy of BNPPLC under the Operative Documents. Nothing in this Agreement will be construed to grant to the Participants any right to enforce LRC’s obligations under the Operative Documents, nor is in anything in this Agreement to be construed to allow any Participant to collect directly from LRC any payments due under the Operative Documents. Although BNPPLC’s obligations for payments to the Participants hereunder will be computed by reference to funds actually received as Distributable Payments, this Agreement will not be construed as an assignment of Distributable Payments themselves or any interest therein, it being understood that (without limiting or expanding the dollar amount of such obligations) BNPPLC may satisfy such obligations from other funds available to it, thereby reserving Distributable Payments for payment to other creditors or for other purposes, as BNPPLC determines in its sole discretion.

     (B) Not a Partnership, Etc. Neither the execution of this Agreement, nor the sharing of risks and rewards under the Operative Documents, nor any agreement to share in profits or losses arising as a result of the transactions contemplated thereby, is intended to be or to create, and the foregoing will be construed not to be or to create, any partnership, joint venture, or other joint enterprise between BNPPLC and any Participant. Neither the execution of this Agreement nor the management and administration of the Operative Documents or other related documents by BNPPLC, nor any other right, duty or obligation of BNPPLC under or pursuant to this Agreement is intended to be or to create any fiduciary relationship between BNPPLC and any Participant.

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6. Amendments; Waivers; Exercise of Rights and Remedies Against LRC.

     (A) Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement:

          (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would:

          (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof);

          (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement;

          (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision);

          (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or

          (e) extend the Term of the Lease.

Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event.

However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A).

          (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in

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the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance.

          (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC.

          (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement.

          (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant.

          (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a

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Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC.

          (7) In the event LRC (a) fails to make any Supplemental Payment when required to do so pursuant to the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably

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given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property.

Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

     (B) Rights of BNPPLC Generally. Subject to the limitations set forth in subparagraph 6(A):

          (1) BNPPLC will have the exclusive right to take any action and to exercise any available powers, rights and remedies to enforce the obligations of LRC under the Operative Documents or to refrain from taking any such action or exercising any such power, right or remedy.

          (2) BNPPLC may (i) give any consent, waiver or approval requested by LRC with respect to any approval contemplated in the Lease or other Operative Documents or (ii) waive or consent to any adverse title claims affecting the Property, subject the condition that, in either case, BNPPLC believes in good faith that such action will not have a material adverse effect upon the obligations or ability of LRC to make the payments required under the Operative Documents or upon the rights and remedies, taken as whole, of BNPPLC under the Operative Documents or upon the Participants hereunder.

     (C) Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, and (C) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put

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BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

     (D) Refusal to Give Consents; Failure to Fund. If any Participant declines to consent to any amendment, modification, waiver, release or consent for which the Participant’s consent is requested or required by reason of this Agreement, or if any Participant fails to pay any amount owed by it hereunder, BNPPLC will have the right, but not the obligation and without limiting any other remedy of BNPPLC, to reduce such Participant’s Percentage to zero and to terminate such Participant’s rights to receive any further payments under Article 2 of this Agreement by paying to such Participant a termination fee equal to the sum of (but without duplication of any amount): (1) the total amount such Participant would be entitled to receive from BNPPLC hereunder if the date of such payment were the Designated Sale Date and on such date LRC had itself purchased BNPPLC’s interest in the Property pursuant to and in accordance with the Purchase Agreement, and (2) the amounts, if any, needed to repay to such Participant any payments previously made by it in connection with Protective Advances pursuant to subparagraph 3(B) and not otherwise previously repaid to such Participant hereunder.

7. Required Repayments. Each Participant must repay to BNPPLC, upon written request or demand by BNPPLC (i) any sums paid by BNPPLC to such Participant under this Agreement from, or that were computed by reference to, any Distributable Payment or other amounts which BNPPLC is required to return or pay over to another party, whether pursuant to any bankruptcy or insolvency law or proceeding or otherwise and (ii) any interest or other amount that BNPPLC is also required to pay to another party with respect to such sums. Such repayment by a Participant will not constitute a release of such Participant’s right to receive payments from BNPPLC hereunder upon BNPPLC’s receipt of any such Distributable Payment or other amount (or any interest thereon) that BNPPLC may later recover.

8. LRC Information; Independent Analysis. Prior to the execution of this Agreement, BNPPLC has provided to the Participants copies of the executed Operative Documents and of various certificates, legal opinions and other documents delivered to BNPPLC by or on behalf of LRC with respect to the Operative Documents. In the future, BNPPLC will

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provide (A) to all Participants copies of all amendments of the Operative Documents and financial statements, compliance certificates and other certificates and legal opinions, if any, delivered by or on behalf of LRC in connection therewith, and (B) to any Participant, as reasonably required to comply with a specific, reasonable written request for information made by the Participant, copies of other information readily available to BNPPLC concerning LRC and the transactions contemplated in the Operative Documents. However, BNPPLC will not be liable for its failure to provide the Participants any of the foregoing documents unless such failure constitutes gross negligence or wilful misconduct on BNPPLC’s part, and any Attorney’s Fees or other costs of collecting, assembling and providing copies of information requested by a Participant pursuant to clause (B) of the preceding sentence must be reimbursed to BNPPLC by the Participant. Each Participant has entered into this Agreement without reliance upon representations made outside this Agreement by BNPPLC or by any Affiliate, agent or attorney of BNPPLC and only after independently reviewing such documents, independently making such inspections, independently consulting with counsel and independently collecting and verifying such information, as the Participant determined to be necessary or appropriate. Without limiting the foregoing, each Participant has independently reviewed the Operative Documents and independently made such inquiries and investigations of LRC and the Property as the Participant determined to be necessary or appropriate before executing this Agreement.

9. Performance through Representatives. BNPPLC may perform any of its duties hereunder by or through officers, directors, employees, attorneys or agents (collectively, “Representatives”), and BNPPLC and its Representatives may rely, and will be fully protected in relying, upon any communication or document believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon the opinion of counsel selected by BNPPLC. The Participants acknowledge that BNPPLC’s Parent may act as agent for BNPPLC with respect to the administration of this Agreement, and to the extent it does so, it will be a Representative of BNPPLC hereunder.

10. Duty of Care. Neither BNPPLC nor any of its Representatives will be liable or responsible to any Participant or any other Person for any action taken or omitted to be taken by BNPPLC or any of its Representatives under this Agreement or in relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(B) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with legal counsel (including counsel for LRC), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation

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to the Participants except as provided in Article 12 and will not be responsible to the Participants for any statements, warranties or representations made in or in connection with the Operative Documents; (3) will not have any duty to the Participants to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Operative Documents or to inspect the Property or the books and records of LRC; (4) will not be responsible to the Participants for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement or the Operative Documents by acting in reliance upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

11. Representations by Each Participant. Each Participant represents that as of the date it became a party to this Agreement:

     (A) Nature of this Agreement. It is the type of financial institution set forth under its name in Schedule 1, or in the Participation Agreement Schedule which made it a party to this Agreement, and it is entering into this Agreement for its own account in respect of a commercial transaction made in ordinary course of its business and not with a view to or in connection with any subparticipation, sale or distribution to any Person (other than its Affiliates). Such Participant does not consider the acceptance of the risk participation hereunder to constitute the “purchase” or “sale” of a “security” within the meaning of any federal or state securities statute or law, or any rule or regulations under any of the foregoing.

     (B) No Default or Violation. To such Participant’s knowledge, the execution, delivery and performance of this Agreement do not and will not contravene, result in a breach of or constitute a default under any material contract or agreement to which the Participant is a party or by which the Participant is bound and do not violate or contravene any law, order, decree, rule or regulation to which the Participant is subject.

     (C) No Suits. To such Participant’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (D) Organization. Such Participant is duly incorporated and legally existing under the laws of jurisdiction indicated in Schedule 1 or in the Participation Agreement Schedule which made it a party to this Agreement. Such Participant has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

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     (E) Enforceability. This Agreement constitutes a legal, valid and binding obligation of such Participant, enforceable in accordance with its terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. The execution and delivery of, and performance under, this Agreement are within such Participant’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter or other corporate papers of the Participant.

     (F) No Funding With Plan Assets. Such Participant has not and will not provide advances required by this Agreement from the assets of any employee benefit plan (or its related trust).

12. Representations by BNPPLC. BNPPLC represents to each Participant, as of the date such Participant became a party to this Agreement, that:

     (A) No Default or Violation. To BNPPLC’s knowledge, its execution, delivery and performance of this Agreement and the Operative Documents do not contravene, result in a breach of or constitute a default under any material contract or agreement to which BNPPLC is a party or by which BNPPLC is bound and do not violate or contravene any law, order, decree, rule or regulation to which BNPPLC is subject.

     (B) No Suits. To BNPPLC’s knowledge, there are no judicial or administrative actions, suits or proceedings involving the validity, enforceability or priority of this Agreement and no such suits or proceedings are threatened.

     (C) Organization. BNPPLC is duly incorporated and legally existing under the laws of Delaware. BNPPLC has all requisite power and all material governmental certificates of authority, licenses, permits, qualifications and other documentation necessary to perform its obligations under this Agreement.

     (D) Enforceability. This Agreement and the Operative Documents constitute legal, valid and binding obligations of BNPPLC, enforceable in accordance with their respective terms, subject to bankruptcy and other laws affecting creditors’ rights generally and general equitable principles. BNPPLC’s execution and delivery of, and performance under, this Agreement and the Operative Documents are within BNPPLC’s powers and have been duly authorized by all requisite action and are not in contravention of the powers of the charter, by-laws or other corporate papers of BNPPLC; except that BNPPLC makes no representation or warranty that conditions imposed by any state or local Applicable Laws to the purchase, ownership, lease, financing or operation of the Property have been satisfied.

     (E) Liens Removable by BNPPLC. BNPPLC will not create or permit any Liens

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Removable by BNPPLC not claimed by, through or under any of the Participants (other than BNPPLC’s Affiliates) without LRC’s consent.

13. Assignments.

     (A) By the Participants Generally. Except as expressly provided below, no Participant may assign or attempt to assign any interest in or rights under this Agreement without the prior written consent of BNPPLC and LRC, which consent will not be unreasonably withheld so long as the Participant requesting the approval is not in default hereunder; however, this provision will not prevent a Participant from transferring its rights hereunder to its Affiliates or to any other Participants who are already parties to this Agreement. Notwithstanding any permitted assignment by a Participant, if the assignment is to any Person that does not qualify as a “Participant” for purposes of the Operative Documents (which, as more particularly provided in the definition of Participant in the Common Definitions and Provisions Agreement, may require the written approval of such Person by LRC), then such Participant’s obligations under this Agreement will remain unchanged, such Participant will remain primarily responsible for the performance of its obligations hereunder, and BNPPLC may continue to deal solely and directly with such Participant in connection with all rights and obligations under this Agreement. In the event, however, of a permitted assignment by a Participant to a Person that does qualify as a “Participant” for purposes of the Operative Documents, accomplished by the execution of appropriate Participation Agreement Supplements as herein provided, the assigning Participant will not be liable for any failure by the assignee to fulfill the obligations assumed hereunder by the assignee by reason of such assignment.

     (B) By BNPPLC. Except as expressly provided herein, BNPPLC may not assign or attempt to assign any rights under or interest in the Operative Documents or this Agreement or any interest in the Property without all of the Participants’ prior written consents, which consents will not be unreasonably withheld. By a Participation Agreement Supplement, BNPPLC may, without the prior written consent of any Participant, assign participations in the Operative Documents or the payments required to BNPPLC thereunder to any then existing Participant and to other financial institutions or Affiliates of financial institutions so long as BNPPLC has received any approval of LRC required by the Lease. In addition, BNPPLC may assign its right to receive Distributable Payments and its rights and interests in and to the Property, the Operative Documents and this Agreement to Affiliates of BNPPLC or other Persons that do not become Participants, but in such event BNPPLC’s obligations under this Agreement will remain unchanged, BNPPLC will remain primarily responsible for the performance of its obligations hereunder, and all Distributable Payments received by any such Affiliates or other Persons as assignee of BNPPLC will, for purposes of computing payments required to any Participant hereunder, be considered as received by BNPPLC. In addition, BNPPLC will be permitted to transfer any rights or interests as BNPPLC believes in good faith to be necessary to satisfy the Operative Documents or Applicable Laws.

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     (C) Execution of Participation Agreement Supplements. Promptly after the execution of a Participation Agreement Supplement by BNPPLC and any Participant, BNPPLC will provide a copy thereof to all other Participants, but the other Participants need not join in or approve the Participation Agreement Supplement for it to be effective.

     (D) Regulation A. Notwithstanding subparagraphs 13(A) or 13(B), a Participant may assign and pledge all or any portion of its rights under this Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank.

     (E) Costs. Each Participant must pay all costs incurred by BNPPLC in connection with any permitted assignment by or through such Participant, including, but not limited to, reasonable fees and disbursements of its counsel, and any transfer taxes or other taxes assessed because of such assignment which LRC is not required to pay under the Lease.

14. GOVERNING LAW; SUBMISSION TO PROCESS; WAIVER OF JURY TRIAL. This Agreement will be deemed a contract made under the laws of the State of Texas and will be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, without regard to principles of conflict of laws. Each of BNPPLC and the Participants hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and the federal courts sitting in Dallas, Texas, and agrees and consents that service of process may be made upon it in any legal proceeding relating to this Agreement by any means allowed under Texas or federal law. Each of BNPPLC and the Participants hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding which is brought in a court in Dallas, Texas is brought in an inconvenient forum or that the venue thereof is improper. Each of BNPPLC and the Participants, knowingly, voluntarily and intentionally waives any right to a jury trial of any dispute relating to this agreement and agrees that any such dispute will be tried before a judge sitting without a jury.

15. Termination. This Agreement will terminate on the first date on which all obligations of LRC under the Operative Documents have been indefeasibly paid or otherwise satisfied or excused, BNPPLC has ceased to have any rights in the Property and each party hereto has fully performed its obligations hereunder to the other parties hereto. The agreements of BNPPLC and the Participants in subparagraph 3(B) (which concerns payments by Participants of their respective Percentages of Protective Advances) will survive the termination of this Agreement. Following any sale of the Property by BNPPLC pursuant to the Purchase Agreement and the payment to any Participant of all amounts payable to it hereunder (including, without limitation,

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an amount equal to such Participant’s Percentage of all Net Sales Proceeds paid by LRC or the Applicable Purchaser on the Designated Sale Date), the Participant will, if asked to do so by BNPPLC or LRC, execute and deliver a quitclaim and release (in recordable form) as to the Property in favor of LRC or the Applicable Purchaser.

16. Miscellaneous.

     (A) Reliance by Others. None of the provisions of this Agreement will inure to the benefit of any Person other than the Participants and BNPPLC and BNPPLC’s Representatives; consequently, no Persons other than the Participants, BNPPLC and BNPPLC’s Representatives may rely upon or raise as a defense, in any manner whatsoever, the failure of any Participant or BNPPLC to comply with the provisions of this Agreement. None of the Participants nor BNPPLC will incur any liability to any other Person for any act of omission of another.

     Notwithstanding the foregoing, however, LRC will be a third party beneficiary of each Participant’s agreement to provided a release and quitclaim of the Property pursuant to the last sentence of Paragraph 15. As a third party beneficiary of the obligations of the Participants specified in the preceding sentence, LRC will have standing to exercise any remedies available at law or in equity (including the recovery of monetary damages) against any Participant in LRC’s own name if that Participant breaches such obligations. Further, BNPPLC may assign to LRC any claims it may have against a Participant because of the Participant’s breach of any of the provisions referenced in this paragraph or because of any adverse title claim made against the Property by, through or under the Participant.

     (B) Waivers, Etc. No delay or omission by any party to exercise any right under this Agreement will impair any such right, nor will it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement will be deemed a waiver of any other breach or default. Any waiver, consent, or approval under this Agreement must be in writing to be effective.

     (C) Severability. The illegality or unenforceability of any provision of this Agreement will not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

     (D) Notices. All notices, demands, approvals, consents and other communications to be made hereunder to or by the parties hereto must, to be effective for purpose of this Agreement, be in writing. Notices, demands and other communications required or permitted hereunder are to be sent to the addresses set forth in Schedule 1 to this Agreement and must be given by any of the following means: (A) personal service, with proof of delivery or attempted delivery retained; (B) electronic communication, whether by telex, telegram or telecopying (if confirmed in writing sent by United States first class mail, return receipt requested); or (C)

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registered or certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice or other communication sent pursuant to clause (A) or (C) hereof will be deemed received (whether or not actually received) upon first attempted delivery at the proper notice address on any Business Day between 9:00 A.M. and 5:00 P.M., and any notice or other communication sent pursuant to clause (B) hereof will be deemed received upon dispatch by electronic means.

     (E) Construction. Words of any gender used in this Agreement will be held and construed to include any other gender, and words in the singular number will be held to include the plural and vice versa, unless the context otherwise requires. References herein to Paragraphs, subparagraphs or other subdivisions will refer to the corresponding Paragraph, subparagraphs or subdivisions of this Agreement, unless specific reference is made to another document or instrument. References herein to any Schedule or Exhibit will refer to the corresponding Schedule or Exhibit attached hereto, which will be made a part hereof by such reference. All capitalized terms used in this Agreement which refer to other documents will be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time so long as the documents are not renewed, extended or modified in breach of any provision contained herein or therein or, in the case of any other document to which BNPPLC is a party or of which BNPPLC is an intended beneficiary, without the consent of BNPPLC. All accounting terms used but not specifically defined herein will be construed in accordance with GAAP. The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Paragraph” and “this subparagraph” and “this subsection” and similar phrases used herein refer only to the Paragraphs, subparagraphs or subsections hereof in which the phrase occurs. As used herein the word “or” is not exclusive. As used herein the words “include”, “including” and similar terms will be construed as if followed by “without limitation to”. Relative to the determination of the beginning and end of any time period for which any payment may be required or accrue, the word “from” means “from and including”, and the word “to” means “to but excluding”. Similarly, relative to any such determination, the words “begin on” means “begin on and include”, and the words “end on” means “end on but not include”. The rule of ejusdem generis will not be applied to limit the generality of a term in any of the Operative Documents when followed by specific examples. When used to qualify any representation or warranty made by a Person, the phrases “to the knowledge of [such Person]” or “to the best knowledge of [such Person]” are intended to mean only that such Person does not have knowledge of facts or circumstances which make the representation or warranty false or misleading in some material respect; such phrases are not intended to suggest that the Person does indeed know the representation or warranty is true.

     (F) Headings. The paragraph and section headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and

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several provisions hereof.

     (G) Entire Agreement. This Agreement embodies the entire agreement between the parties, supersedes all prior agreements and understandings between the parties, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed by an authorized representative of each party to be bound by such amendment.

     (H) Further Assurances. Subject to any restriction in the Operative Documents, each of BNPPLC and the Participants will promptly execute and deliver all further instruments and documents and take all further action as any of them may reasonably request in order to evidence the agreements made hereunder and otherwise to effect the purposes of this Agreement.

     (I) Impairment of Operative Documents. Nothing herein contained (including the provisions governing the application of payments in subparagraph 4(D) and the provisions authorizing assignments by BNPPLC in subparagraph 13(B)) will impair or modify LRC’s rights under the Operative Documents.

     (J) Books and Records. BNPPLC will keep accurate books and records in which full, true and correct entries will be promptly made as to all payments made and received concerning the Property and will permit all such books and records (excluding any information that would otherwise be protected by BNPPLC’s attorney client privilege) to be inspected and copied by the Participants and their duly accredited representatives at all times during reasonable business hours after five Business Days advance notice. This subparagraph will not be construed as requiring BNPPLC to regularly maintain separate books and records relating exclusively to the Property; however, upon reasonable request of a Participant, BNPPLC will, at the requesting Participant’s expense, construct or abstract from its regularly maintained books and records information required by this subparagraph relating to the Property.

     (K) Definition of Knowledge. Representations and warranties made in this Agreement but limited to the “knowledge” of BNPPLC or any Participant, as the case may be, will be limited to the present actual knowledge of the officers or other employees of such party primarily responsible for reviewing and negotiating this Agreement. Also, as used herein with respect to the existence of any facts or circumstances after the date of this Agreement, “knowledge” of BNPPLC or a Participant, as the case may be, will be limited to the present actual knowledge at the time in question of the officers or other employees of such party primarily responsible for administering this Agreement. However, none of the officers or employees of any party to this Agreement will be personally liable for any representations or warranties made herein or for taking or failing to take any action required hereby.

     (L) Attorneys’ Fees. If any party to this Agreement commences any legal action or other proceeding against another party hereto to enforce any of the terms of this Agreement, or

Annex 4 — Page 26

because of any breach of the other party or dispute hereunder, the successful or prevailing party will be entitled to recover from the nonprevailing party all Attorneys’ Fees incurred in connection therewith, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any such Attorneys’ Fees incurred by any party in enforcing a judgment in its favor under this Agreement will be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

     (M) Execution in Counterparts. To facilitate execution, this Agreement may be executed in multiple identical counterparts. It will not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts, taken together, will collectively constitute a single instrument. But it will not be necessary in making proof of any of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties to this Agreement. Any signature page may be detached from one counterpart and then attached to a second counterpart with identical provisions without impairing the legal effect of the signatures on the signature page. Signing and sending a counterpart (or a signature page detached from the counterpart) by facsimile or other electronic means to another party will have the same legal effect as signing and delivering an original counterpart to the other party. A copy (including a copy produced by facsimile or other electronic means) of any signature page that has been signed by or on behalf of a party to this Agreement will be as effective as the original signature page for the purpose of proving such party’s agreement to be bound.

Annex 4 — Page 27

17. Confidentiality Concerning LRC’s Proprietary Information. Each Participant agrees to use reasonable precautions to keep confidential any “proprietary information” of LRC (as defined in the Lease) that such Participant may receive from BNPPLC or LRC or otherwise discover with respect to LRC or LRC’s business as a result of Participant’s involvement with the transactions contemplated in the Operative Documents, except for disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of the Participant as to any interest hereunder so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this Paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to the Participant so long as the Participant informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over the Participant (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); and (vi) of information which has previously become publicly available through the actions or inactions of a person other than the Participant not, to the Participant’s knowledge, in breach of an obligation of confidentiality to LRC. Further, notwithstanding any other contrary provision contained in this Agreement or any related agreements by which any Participant is bound, BNPPLC and Participants (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

[The signature pages follow.]

Annex 4 — Page 28

     IN WITNESS WHEREOF, this Participation Agreement (Livermore/Parcel 7) is executed to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

Annex 4 — Page 29

[Continuation of signature pages for Participation Agreement (Livermore/Parcel 7) dated as of _________, 20___.]

By:
	Name (print):
	Title (print):

Annex 4 — Page 30

SCHEDULE 1

A. BNPPLC: BNP PARIBAS LEASING CORPORATION,
     a Delaware corporation

1.	Amount Retained: $
2.	Initial Percentage: ___%
3.	Address for Notices:
	BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251
	Attention: Lloyd G. Cox
	Telephone: (972) 788-9191 Facsimile: (972) 788-9140
4.	Payment Instructions:
	Federal Reserve Bank of New York ABA 026007689 BNP Paribas /BNP/ BNP Houston /AC/ 14334000176 /Ref/ LRC/                      Operating Lease
5.	Operations Contact:
	BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251
	Attention: Lloyd G. Cox
	Telephone: (972) 788-9191
	Facsimile: (972) 788-9140

Annex 4 - Page31

SCHEDULE 1

B. Participant:                                          

1.	Amount of Participation: $__________
2.	Percentage: ___%
3.	Address for Notices:
	Telephone: (___) ___-___ Facsimile: (___) ___-___
4.	Payment Instructions:
	***Federal Reserve Bank of New York ABA                                                                                                                  /Ref/
5.	Operations Contact:
	Telephone: (___) ___-___ Facsimile: (___) ___-___

6. “Initial Payment” Due from Participant to BNPPLC:  
An amount equal to the Percentage specified above times the Initial Advance as described in the Common Definitions and Provisions Agreement.

Annex 4 - Page32

Exhibit A

SUPPLEMENT TO PARTICIPATION AGREEMENT

[                    ,      ]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     Reference is made to the Participation Agreement (Livermore/Parcel 7) dated as of                     , 20      (as heretofore amended, the “Participation Agreement”) between BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation,                                          and other banks or financial institutions which have or may from time to time become Participants under and as defined in such Participation Agreement (collectively, the “Participants”). Unless otherwise defined herein, all capitalized terms used in this Supplement have the respective meanings given to those terms in the Participation Agreement.

[NOTE: THE NEXT TWO PARAGRAPHS, AND THE ADDENDUM TO SCHEDULE 1 ATTACHED TO THIS EXHIBIT, WILL BE INCLUDED ONLY AS PART OF A SUPPLEMENT THAT ADDS A NEW PARTICIPANT UNDER THE PARTICIPATION AGREEMENT:

     The undersigned, by executing and delivering this Supplement to BNPPLC, hereby agrees to become a party to the Participation Agreement referenced therein, in each case as a Participant and agrees to be bound by all of the terms thereof applicable to Participants. The undersigned hereby agrees that its Percentage under the Participation Agreement will be            percent (          %), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying to BNPPLC the sum of $                     in consideration of the rights it is acquiring as a Participant under the Participation Agreement with the foregoing Percentage.

     Schedule 1 attached to the Participation Agreement is amended by the addition of an Addendum (concerning the undersigned) in the form attached to this Supplement.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT REDUCES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE

Annex 4 - Page33

PARTICIPATION AGREEMENT:

     In consideration of the payment of $                     to the undersigned, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that its Percentage under the Participation Agreement is reduced to percent (          ), effective as of the date of this letter.]

[NOTE: THE NEXT PARAGRAPH WILL BE INCLUDED ONLY IN A SUPPLEMENT THAT INCREASES AN EXISTING PARTICIPANT’S PERCENTAGE UNDER THE PARTICIPATION AGREEMENT:

     The undersigned hereby agrees that its Percentage under the Participation Agreement is increased to                      percent (     %), effective as of the date of this letter. Contemporaneously with the execution of this letter, the undersigned is paying BNPPLC the sum of $                     in consideration of such increase.]

     IN WITNESS WHEREOF, the undersigned has executed this Supplement as of the day and year indicated above.

[NAME]
By:
	Printed Name:
	Title:

Accepted and agreed: BNP PARIBAS LEASING CORPORATION
By:
	Printed Name:
	Title:

Annex 4 - Page34

Addendum to Schedule 1

Participant:                                         

1.	Amount of Participation: $
2.	Percentage:      %
3.	Address for Notices:
	Attention:                        Telephone:                      Facsimile:
4.	Payment Instructions:
	Bank:                      Account:                                          Account No.:                                   ABA No.:                                          Reference:
5.	Operations Contact:
	Attention:                        Telephone:                      Facsimile:

Annex 4 - Page35

EX-10.139

Exhibit 10.139

PLEDGE AGREEMENT
(LIVERMORE/ PARCEL 7)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Definitions and Interpretation			1
	(A)	Definitions		1
		Account Office		2
		Cash Collateral		2
		Clearing System		2
		Collateral		2
		Collateral Imbalance		2
		Control Agreement		2
		Default		2
		Deposit Account		2
		Deposit Taker		3
		Deposit Taker’s Agreement		3
		Deposit Taker Prerequisites		3
		Disqualified Deposit Taker		3
		Eligible Deposit Taker		4
		Eligible Investments		5
		Event of Default		5
		Initial Control Agreement		6
		Intermediary		6
		Lien		6
		Minimum Collateral Value		7
		Other Liable Party		7
		Percentage		7
		Pre-lease Account Assets		7
		Pre-lease Collateral		7
		Pre-lease Deposits		8
		Qualified Pledge		8
		Secured Obligations		8
		Securities		8
		Securities Account		8
		Transition Account		8
		UCC		8
		Value		8
	(B)	Other Definitions		9
2	Pledge and Grant of Security Interest			9
3	Provisions Concerning the Deposit Takers			10
	(A)	Deposit Taker Agreements		10
	(B)	Qualification of Deposit Takers Generally		11
	(C)	Substitutions for Disqualified Deposit Takers		11

			Page
	(D)	Other Voluntary Substitutions of Deposit Takers		11
	(E)	Delivery of Deposit Taker’s Agreements by LRC and BNPPLC		11
	(F)	Replacement of Participants Proposed by LRC		11
	(G)	Constructive Possession of Collateral		12
	(H)	Attempted Setoff by Deposit Taker		12
4	Delivery and Maintenance of Collateral			13
	(A)	Delivery of Pre-lease Deposits by LRC		13
	(B)	Delivery of Cash Collateral by LRC		13
	(C)	Transition Account		14
	(D)	Allocation of Cash Collateral Among Deposit Takers		14
	(E)	Status of the Deposit Accounts Under the Reserve Requirement Regulations		15
	(F)	Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable		15
5	Withdrawal of Collateral			15
	(A)	Withdrawal and Management of Pre-lease Collateral		15
	(B)	Withdrawal of Cash Collateral After the Base Rent Commencement Date and Prior to the Designated Sale Date		17
	(C)	Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC		17
	(D)	Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations		18
	(E)	No Other Right to Require or Make Withdrawals		18
	(F)	BNPPLC’s Covenant Not to Make Unauthorized Withdrawals		18
6	Representations and Covenants of LRC			18
	(A)	Representations of LRC		18
	(B)	Covenants of LRC		19
7	Authorized Action by BNPPLC			21
8	Default and Remedies			21
	(A)	Remedies		21
	(B)	Recovery Not Limited		23
9	Miscellaneous			24
	(A)	Payments by LRC to BNPPLC		24
	(B)	Payments by BNPPLC to LRC		24
	(C)	Cumulative Rights, etc		25
	(D)	Survival of Agreements		25
	(E)	Other Liable Party		25
	(F)	Termination		25

PLEDGE AGREEMENT
(LIVERMORE/ PARCEL 7)

     This PLEDGE AGREEMENT (LIVERMORE/ PARCEL 7) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     BNPPLC, as a lessor and prospective seller, and LRC, as a lessee and prospective buyer, have entered into a Construction Agreement (Livermore/ Parcel 7), a Lease Agreement (Livermore/ Parcel 7) and an Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) (as from time to time supplemented, amended or restated, the “Construction Agreement”, “Lease” and “Purchase Agreement,” respectively), all dated as of the date hereof. BNPPLC and LRC have also entered into a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the date hereof (as from time to time supplemented, amended or restated, the “Common Definitions and Provisions Agreement”), in which defined terms are set forth for incorporation by reference into the Lease, the Purchase Agreement and other documents. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Pursuant to the Construction Agreement, BNPPLC will authorize LRC to construct, and BNPPLC will advance funds for the construction of, real property improvements described therein. Pursuant to the Lease, BNPPLC will lease to LRC such improvements and other property described in the Lease. Pursuant to the Purchase Agreement, LRC may purchase or arrange for a purchase of BNPPLC’s interest in such property.

     By this Agreement, BNPPLC and LRC desire to establish the terms and conditions upon which upon which LRC is pledging cash collateral for its obligations to BNPPLC under the Construction Agreement and the Purchase Agreement.

AGREEMENTS

1 Definitions and Interpretation.

     (A) Definitions. As provided in the recitals above, capitalized terms which are defined in the Common Definitions and Provisions Agreement, and which are not otherwise defined in the body of this Agreement, are intended to have the respective meanings assigned to

them the Common Definitions and Provisions Agreement. As used in this Agreement:

     “Account Office” means, with respect to any Deposit Account maintained by any Deposit Taker, the office of such Deposit Taker in California or New York at which such Deposit Account is maintained as specified in the applicable Deposit Taker’s Agreement.

     “Cash Collateral” means all money of LRC which LRC or the Intermediary delivers to BNPPLC or as directed by it for deposit in the Deposit Accounts maintained by the Deposit Takers pursuant to this Agreement, and all amounts on deposit in any of the Deposit Accounts from time to time, which has not been withdrawn or applied to Secured Obligations as provided in this Agreement.

     “Clearing System” means the Depository Trust Company (“DTC”) and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Securities, and any depository for any of the foregoing.

     “Collateral” has the meaning indicated in Paragraph 2.

     “Collateral Imbalance” means on any date prior to the Designated Sale Date that the Value (without duplication) of Deposit Accounts maintained by the Deposit Taker for any Participant (other than Disqualified Deposit Takers) does not equal such Participant’s Percentage, multiplied by the lesser of (1) the Minimum Collateral Value in effect on such date, or (2) the aggregate Value of all Collateral subject to this Agreement on such date. For purposes of determining whether a Collateral Imbalance exists, the Value of any Deposit Accounts maintained by a bank that is acting as Deposit Taker for two or more Participants will be deemed to be held for them in proportion to their respective Percentages, and the Value of any Deposit Accounts maintained by a bank as Deposit Taker for both a Participant and BNPPLC (as will be the case if any Participant designates BNPPLC’s Parent as its Deposit Taker) will be deemed to be held for the Participant only to the extent necessary to prevent or mitigate a Collateral Imbalance and otherwise for BNPPLC.

     “Control Agreement” means the Initial Control Agreement and any future similar agreement that may supplement, modify or replace the Initial Control Agreement as to any Pre-lease Collateral.

     “Default” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “Deposit Account” means a deposit account maintained by any Deposit Taker into which Cash Collateral has been or may in the future be deposited as provided in this Agreement, excluding the Transition Account.

     “Deposit Taker” means, for BNPPLC or any Participant, an Eligible Deposit Taker designated by it to act as the Deposit Taker for it under this Agreement. BNPPLC has already designated BNP Paribas as the Deposit Taker for BNPPLC hereunder. Any Participant which is an Eligible Deposit Taker will be deemed to have designated itself to act as the Deposit Taker for it, unless some other designation is expressly set forth in this Agreement. Any Participant which is not an Eligible Deposit Taker will be expected to designate BNP Paribas or another Person which is an Eligible Deposit Taker prior to any delivery of Cash Collateral by LRC pursuant to this Agreement. It is also understood, however, that each of BNPPLC and the Participants, for itself only, may from time to time designate another Deposit Taker as provided in subparagraphs 3(C) and 3(D) below.

     “Deposit Taker’s Agreement” means a completed agreement in the form attached as Exhibit B, which specifically identifies a Deposit Account in which a Deposit Taker shall hold Cash Collateral delivered to it pursuant to this Agreement.

     “Deposit Taker Prerequisites” means, with respect to any Deposit Taker: (1) the requirement that such Deposit Taker establish a Deposit Account and provide to LRC and BNPPLC the account number and other information regarding such Deposit Account which they must have to complete and submit a Deposit Taker’s Agreement covering such Deposit Account; and (2) the requirement that such Deposit Taker accept, execute and return a Deposit Taker’s Agreement covering each Deposit Account to be maintained by such Deposit Taker. It is understood that any Deposit Taker’s refusal or failure to satisfy the Deposit Taker Prerequisites will cause it to be a Disqualified Deposit Taker.

     “Disqualified Deposit Taker” means any Person that BNPPLC or any Participant has designated as a Deposit Taker, but that has not satisfied or no longer satisfies the following requirements:

     (a) With respect to each Deposit Account in which such Person holds or will hold Collateral delivered to it pursuant to this Agreement, such Person must have received from BNPPLC and LRC an executed Deposit Taker’s Agreement which specifically identifies such Deposit Account and which designates an Account Office with respect to such Deposit Account in New York, California or Illinois.

     (b) Such Person must have executed and returned to BNPPLC a Deposit Taker’s Agreement with respect to each such Deposit Account and must have complied with its Deposit Taker’s Agreements, and the representations set forth therein with respect to such Person must continue to be true and correct (except that such Person will not become a Disqualified Deposit Taker because of

Pledge Agreement (Livermore/ Parcel 7) — Page 3

its failure to comply with its Deposit Taker’s Agreement, or because any such representation does not continue to be true and correct, if such failure is cured and all such representations are made true and correct in all material respects before the earlier of (i) thirty days after the Deposit Taker is notified thereof, and (ii) any date upon which BNPPLC’s security interest in any Collateral maintained or held by such Deposit Taker is not a Qualified Pledge by reason of such failure to comply or such representation not being true and correct).

     (c) Such Person must have complied in all material respects with the provisions in this Agreement applicable to Deposit Takers.

     (d) Such Person must be an Eligible Deposit Taker.

     “Eligible Deposit Taker” means:

     (1) BNP Paribas or any successor of BNP Paribas, acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder;

     (2) any Participant or Affiliate of a Participant that is (a) a commercial bank, organized under the laws of the United States of America or a state thereof or under the laws of another country which is doing business in the United States of America, (b) authorized to maintain deposit accounts for others through Account Offices in New York, California or Illinois (as specified in its Deposit Taker’s Agreement); or

     (3) any other Person that (a) has been designated by BNPPLC or a Participant to act as the Deposit Taker for it under this Agreement, (b) is one of the fifty largest (measured by total assets) U.S. banks, or one of the one hundred largest (measured by total assets) banks in the world, (c) is acting through any branch, office or agency in New York or California that can lawfully maintain a Deposit Account as a Deposit Taker hereunder and (d) has a debt ratings of at least (i) A- (in the case of long term debt) and A-1 (in the case of short term debt) or the equivalent thereof by Standard and Poor’s Corporation (the “S&P Rating”), and (ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt) or the equivalent thereof by Moody’s Investor Service, Inc. (the “Moody Rating”). (The parties believe it improbable that the ratings systems used by Standard and Poor’s Corporation and by Moody’s Investor Service, Inc. will be discontinued or changed, but if such ratings systems are discontinued or changed, LRC shall be entitled to select and use a comparable ratings systems as a substitute for the S&P Rating or the Moody Rating, as the case may be, for purposes of determining the status of any bank as an Eligible Deposit Taker.)

Pledge Agreement (Livermore/ Parcel 7) — Page 4

     “Eligible Investments” means cash balances and U.S. Treasury securities with a maturity of less than ten years and other investments that satisfy all applicable criteria listed in Exhibit A (as such Exhibit is amended, restated, supplemented or otherwise modified from time to time by written agreement of BNPPLC and LRC).

     “Event of Default” means the occurrence of any of the following:

     (a) a failure by LRC to pay or perform all or any part of the Secured Obligations when first due or required;

     (b) any failure by LRC to provide funds as and when required by subparagraph 4(A) or 4(B) of this Agreement, if within seven days after such failure commences LRC does not cure such failure by delivering the required funds;

     (c) the failure of the pledge or security interest contemplated herein in any Pre-lease Collateral, the Transition Account or any Deposit Account or Cash Collateral to be a Qualified Pledge (regardless of the characterization of the Transition Account or any Deposit Accounts or Cash Collateral as deposit accounts, instruments or general intangibles under the UCC); unless, within five days after LRC becomes aware of such failure, LRC both (1) notifies BNPPLC of such failure, and (2) cures such failure;

     (d) the failure of any representation herein by LRC to be true (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof;

     (e) the failure of any representation made by LRC in subparagraph 6(A)(1) to be true, if within fifteen days after LRC becomes aware of such failure, LRC does not (1) notify BNPPLC of such failure, and (2) cure such failure; and

     (f) the failure by LRC timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed (other than a failure described in another clause of this definition of Event of Default), if such failure is not cured within thirty days after BNPPLC gives LRC written notice thereof.

Notwithstanding the foregoing, if ever the aggregate Value of Pre-lease Collateral held by the Intermediary or of Cash Collateral held by BNPPLC or the Deposit Takers

Pledge Agreement (Livermore/ Parcel 7) — Page 5

exceeds the Minimum Collateral Value then in effect, a failure of the pledge or security interest contemplated herein in such excess Pre-lease Collateral or Cash Collateral to be a valid, perfected, first priority pledge or security interest shall not constitute an Event of Default under this Agreement. Accordingly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition prior to the Base Rent Commencement Date, LRC may deliver additional Pre-lease Collateral to the Intermediary — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge — sufficient in amount to cause the aggregate Value of the Pre-lease Collateral then held by the Intermediary subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value. Similarly, to provide a cure as required to avoid an Event of Default under clauses (c) or (e) of this definition on or after the Base Rent Commencement Date, LRC may deliver additional Cash Collateral to BNPPLC — the pledge of which or security interest in which created by this Agreement is a Qualified Pledge - sufficient in amount to cause the aggregate Value of the Cash Collateral then held by BNPPLC or the Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the Minimum Collateral Value.

     “Initial Control Agreement” means, collectively, the Securities Account Control Agreement (Livermore/ Parcel 7) and the Collateral Management Services Schedule (Livermore/ Parcel 7), both dated as of the Effective Date, and both being agreements by and among LRC (as pledgor), BNPPLC (as secured party) and State Street Bank and Trust Company (as the bank or intermediary).

     “Intermediary” means State Street Bank and Trust Company and its successors and assigns under the Initial Control Agreement or any other intermediary that replaces it as provided therein if the Initial Control Agreement is terminated pursuant to its express terms. (It is understood, however, that neither BNPPLC nor any Affiliate of BNPPLC will replace State Street Bank and Trust Company as an Intermediary prior to the Completion Date.)

     “Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure indebtedness or other obligations of any kind which is owed to him or any other arrangement with such creditor which provides for the payment of such indebtedness or obligations out of such property or assets or which allows him to have such indebtedness or obligations satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of setoff which arises without agreement in the ordinary course of business. “Lien” also means any filed

Pledge Agreement (Livermore/ Parcel 7) — Page 6

financing statement, any registration with an issuer of uncertificated securities, or any other arrangement which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement is undertaken before or after such Lien exists.

     “Minimum Collateral Value” means (1) as of the Designated Sale Date or any prior date, an amount equal to the Lease Balance determined as of that date (including any Construction Advances or other amounts added to the Lease Balance on that date as provided in the Construction Agreement) in accordance with the definition thereof in the Common Definitions and Provisions Agreement; and (2) as of any date after the Designated Sale Date, an amount equal to the Make Whole Amount computed as of that date under and as defined in the Purchase Agreement; except that after the Designated Sale Date, if any 97-10/Prepayment or Supplemental Payment which may be required has been paid, and so long as no 97-1/Default (100%) (as defined in the Purchase Agreement) has occurred and is continuing, the Minimum Collateral Value will be zero.

     “Other Liable Party” means any Person, other than LRC, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to BNPPLC a Lien against any of its assets to secure any Secured Obligations.

     “Percentage” means with respect to each Participant and the Deposit Taker for such Participant, such Participant’s “Percentage” under and as defined in the Participation Agreement for purposes of computing such Participant’s right thereunder to receive payments of (or amounts equal to a percentage of) any sales proceeds or Supplemental Payment received by BNPPLC under the Purchase Agreement. Percentages may be adjusted from time to time as provided in the Participation Agreement or as provided in supplements thereto executed as provided in the Participation Agreement.

     “Pre-lease Account Assets” means all Pre-lease Deposits, Securities, securities entitlements and any other assets held in trust for LRC or held in any custody, subcustody, safekeeping, investment management accounts, or other accounts of LRC with the Intermediary or any other custodian, trustee, Clearing System or financial intermediary or securities intermediary (all of which shall be considered “financial assets” under the UCC).

     “Pre-lease Collateral” means: (i) any and all Pre-lease Deposits, Securities and other Pre-lease Account Assets that are listed on Exhibit C; (ii) all additions to, and proceeds, renewals, investments, reinvestments and substitutions of, the foregoing, whether or not listed on Exhibit C; and (iii) all certificates, receipts and other instruments evidencing any of the foregoing; excluding, however, Cash Collateral and the Deposit

Pledge Agreement (Livermore/ Parcel 7) — Page 7

Accounts and proceeds thereof. Without limiting the foregoing, the Pre-lease Collateral will include the Securities Account maintained by the Intermediary.

     “Pre-lease Deposits” means deposits made by or on behalf of LRC with the Intermediary (whether or not held in trust, or in any custody, subcustody, safekeeping, investment management accounts, or other accounts of LRC with the Intermediary).

     “Qualified Pledge” means a pledge or security interest that constitutes a valid, perfected, first priority pledge or security interest.

     “Secured Obligations” means and includes all obligations of LRC under the Construction Agreement or the Purchase Agreement, including (i) LRC’s obligation to pay any 97-10/Prepayment as provided in Paragraph 8 of the Construction Agreement, (ii) LRC’s obligation to pay any Supplemental Payment as provided in subparagraph 2(A)(3) of the Purchase Agreement, (iii) LRC’s obligation to pay the Make Whole Amount as the purchase price for the Property if a purchase is required by subparagraph 3(A) of the Purchase Agreement, and (iv) any damages incurred by BNPPLC because of (A) LRC’s breach of the Construction Agreement or Purchase Agreement or (B) the rejection by LRC of the Construction Agreement or Purchase Agreement in any bankruptcy, insolvency or similar proceeding.

     “Securities” means the stocks, bonds and other securities, whether or not held in trust or in any custody, subcustody, safekeeping, investment management accounts or other accounts of LRC with the Intermediary or any other custodian, trustee or Clearing System or held by any party as a financial intermediary or securities intermediary.

     “Securities Account” has the meaning assigned to it in the Initial Control Agreement.

     “Transition Account” shall have the meaning given it in subparagraph 4(C).

     “UCC” means the Uniform Commercial Code as in effect in the State of California from time to time, and the Uniform Commercial Code as in effect in any other jurisdiction which governs the perfection or non-perfection of the pledge of and security interests in the Collateral created by this Agreement.

     “Value” means, with respect to any Collateral on any date, a dollar value determined as follows (without duplication):

     (a) Cash held by BNPPLC other than in a Deposit Account shall be valued at its face amount on such date.

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     (b) Any Deposit Account shall be valued at the principal balance thereof on such date.

     (c) Any Pre-lease Account Asset that qualifies as an Eligible Investment shall be valued at 90% of its current value on such date. Current value will be determined by the Intermediary (to the extent the Intermediary is willing to provide a valuation in accordance with this Agreement) or by BNPPLC’s Parent (to the extent the Intermediary does not provide the valuation for any reason) using bid prices indicated by its standard and customary pricing sources, which it believes to be reliable. For example, the current value of any corporate debt obligation that meets the criteria listed in Exhibit A will be determined by multiplying the remaining unpaid principal balance thereof by the bid price therefor as suggested by the standard and customary pricing sources of the Intermediary or of BNPPLC’s Parent, as the case may be, which it believes to be reliable.

     (d) For purposes of calculating “Value” as such capitalized term is used in this Agreement, any Collateral not described in the preceding clauses will be assigned a value of zero.

     (B) Other Definitions. Reference is hereby made to the Construction Agreement and the Purchase Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement, which are defined in the Construction Agreement or the Purchase Agreement and not otherwise defined herein or in the Common Definitions and Provisions Agreement, shall have the same meanings herein as they would have in the Construction Agreement or the Purchase Agreement, as applicable. All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

2 Pledge and Grant of Security Interest.

     As security for the Secured Obligations, LRC hereby pledges and assigns to BNPPLC and grants to BNPPLC a continuing security interest and lien in and against all right, title and interest of LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by LRC and wherever the same may be located (collectively and severally, the “Collateral”):

     (a) all Pre-lease Collateral; and

     (b) all Cash Collateral, the Transition Account and all Deposit Accounts; and all cash and other assets from time to time held in or on deposit in the Transition Account

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or any Deposit Account and all general intangibles arising from or relating to the Transition Account or any Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and

     (c) all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that LRC’s delivery or deposit of any Collateral, including the Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

3 Provisions Concerning the Deposit Takers.

     (A) Deposit Taker Agreements. At least ten days prior to any initial deposit of Cash Collateral with any Deposit Taker required by this Agreement, LRC must (1) ask BNP Paribas, as the designated Deposit Taker for BNPPLC, and each Eligible Deposit Taker designated by any Participant to act as the Deposit Taker for it under this Agreement, to satisfy the Deposit Taker Prerequisites; and (2) execute and provide to BNPPLC a completed Deposit Taker’s Agreement for BNPPLC’s execution and delivery to each Deposit Taker. Promptly after receipt of a properly completed Deposit Taker’s Agreement executed by LRC and in form ready to be executed by BNP Paribas or any other Eligible Deposit Taker named therein, BNPPLC must execute such Deposit Taker’s Agreement and deliver it to the appropriate Deposit Taker as necessary for the satisfaction of the Deposit Taker Prerequisites.

Without limiting the foregoing, it is understood that (i) BNPPLC and any Participant may designate BNP Paribas as its Deposit Taker, (ii) any Participant may designate itself or any of its Affiliates as its Deposit Taker so long as the Participant or its Affiliate, as the case may be, is an Eligible Deposit Taker, and (iii) as provided in both the preceding provisions of this subparagraph and in subparagraph 3(E), BNPPLC and LRC must promptly upon request execute and deliver any properly completed Deposit Taker Agreement requested by BNPPLC or any Participant to facilitate the designations of Deposit Takers contemplated by this Agreement. If any Participant has not already designated an Eligible Deposit Taker to act as Deposit Taker for it under this Agreement at any time when such a designation is required, then BNPPLC may

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make the designation for such Participant; subject, however, to the Participant’s rights under subparagraphs 3(D) and 3(E).

     (B) Qualification of Deposit Takers Generally. Notwithstanding anything herein to the contrary, BNPPLC may decline to deposit or maintain Cash Collateral hereunder with any Disqualified Deposit Taker.

     (C) Substitutions for Disqualified Deposit Takers.

     (1) Upon learning that any Deposit Taker has become a Disqualified Deposit Taker, LRC or BNPPLC may request that the party for whom such Disqualified Deposit Taker has been designated a Deposit Taker (i.e., BNPPLC or the applicable Participant) (a) designate another Eligible Deposit Taker as its new, substitute Deposit Taker, and (b) direct the substitute to satisfy the Deposit Taker Prerequisites.

     (2) Pending the designation of a substitute Deposit Taker as provided in this subparagraph 3(C) and its execution and delivery to BNPPLC of an appropriate Deposit Taker’s Agreement, BNPPLC may withdraw Collateral held by the Deposit Taker to be replaced and deposit such Collateral with other Deposit Takers. If at any time no Deposit Takers have been designated other than Disqualified Deposit Takers, then BNPPLC must itself select a new Eligible Deposit Taker to act as a Deposit Taker for it and direct the new Eligible Deposit Taker to satisfy the Deposit Taker Prerequisites.

     (D) Other Voluntary Substitutions of Deposit Takers. BNPPLC may, and with the written approval of BNPPLC (which approval will not be unreasonably withheld) any Participant may, at any time designate for itself a new Deposit Taker (in replacement of any prior Deposit Taker acting for it hereunder); provided, the Person so designated is not be a Disqualified Taker.

     (E) Delivery of Deposit Taker’s Agreements by LRC and BNPPLC. To the extent required for the designation of a new Deposit Taker by BNPPLC or any Participant pursuant to subparagraph 3(D), or to permit the substitution or replacement of a Deposit Taker for BNPPLC or any Participant as provided in subparagraphs 3(C) and 3(D), LRC and BNPPLC shall promptly execute and deliver any properly completed Deposit Taker’s Agreement requested by BNPPLC or the applicable Participant.

     (F) Replacement of Participants Proposed by LRC. So long as no Event of Default has occurred and is continuing, BNPPLC shall not unreasonably withhold its approval for a substitution under the Participation Agreement of a new Participant proposed by LRC for any Participant, the Deposit Taker for whom would no longer meet the requirements listed in clause (3) of the definition of Eligible Deposit Taker above; provided, however, that (1) the proposed substitution can be accomplished without a release or breach by BNPPLC of its rights

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and obligations under the Participation Agreement; (2) the new Participant will agree (by executing a Supplement and a supplement to the Participation Agreement as contemplated therein and by other agreements as may be reasonably required by BNPPLC and LRC) to become a party to the Participation Agreement and to this Agreement, to designate an Eligible Deposit Taker as the Deposit Taker for it under this Agreement and to accept a Percentage under the Participation Agreement equal to the Percentage of the Participant to be replaced; (3) the new Participant (or LRC) will provide the funds to pay the termination fee required by subparagraph 6(D) of the Participation Agreement to accomplish the substitution; (4) LRC or the new Participant agrees in writing to indemnify and defend BNPPLC for any and all Losses incurred by BNPPLC in connection with or because of the substitution, including the cost of preparing supplements to the Participation Agreement and this Agreement and including any cost of defending and paying any claim asserted by the Participant to be replaced because of the substitution; and (5) the new Participant shall be a reputable financial institution having a net worth of no less than seven and one half percent (7.5%) of total assets and total assets of no less than $10,000,000,000 (all according to then recent audited financial statements). BNPPLC shall attempt in good faith to assist (and cause BNPPLC’s Parent to attempt in good faith to assist) LRC in identifying a new Participant that LRC may propose to substitute for an existing Participant pursuant to this subparagraph, as LRC may reasonably request from time to time. However, in no event shall BNPPLC itself, or any of its Affiliates, be required to take the Percentage of any Participant to be replaced.

     (G) Constructive Possession of Collateral. The possession by a Deposit Taker of any money, instruments, chattel paper, financial assets or other property constituting Collateral or evidencing Collateral shall be deemed to be possession by BNPPLC or a person designated by BNPPLC, for purposes of perfecting the security interest granted to BNPPLC hereunder pursuant to the UCC or other Applicable Law; and notifications to a Deposit Taker by other Persons holding any such property, and acknowledgments, receipts or confirmations from any such Persons delivered to a Deposit Taker, and control agreements made by any such Person with Deposit Taker with respect to any such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, or control agreements with, financial intermediaries, bailees or agents (as applicable) of such Deposit Taker for the benefit of BNPPLC for the purposes of perfecting such security interests under Applicable Law.

However, nothing in this subparagraph will be construed to permit or authorize any replacement of Cash Collateral required by this Agreement with other types of Collateral or any substitution of other types of Collateral for Cash Collateral hereunder.

     (H) Attempted Setoff by Deposit Taker. By delivery of a Deposit Taker’s Agreement, each Deposit Taker must agree not to setoff or attempt a setoff, without in each case first obtaining the prior written authorization of BNPPLC (which BNPPLC will not grant without the prior written consent of all Participants), obligations owed to such Deposit Taker against any

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Collateral held by it from time to time. Nevertheless, LRC acknowledges and agrees (without limiting its right to recover any resulting damages from any Deposit Taker that violates such agreements) that BNPPLC shall not be responsible for, or be deemed to have taken any action against LRC because of, any violation of such agreement by any Deposit Taker. Further, and without limiting the foregoing, as additional consideration for BNPPLC’s accommodations to LRC, including BNPPLC’s acceptance of the Collateral in lieu of other forms of security as collateral for the Secured Obligations, LRC hereby waives and covenants not to assert any defense or claim arising out of (i) the California antideficiency laws, including without limitation California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and (ii) without limiting the generality of the foregoing, Walker v. Community Bank, 10 Cal. 3d 729, 111 Cal. Rptr. 897, 518 P.2d 329 (1974), Security Pacific Nat’l Bank v. Wozab, 51 Cal. 3d 991, 275 Cal. Rptr. 201, 800 P.2d 557 (1990), and similar cases, to the extent such claim arises out of or relates to the exercise of set off rights by any Deposit Taker.

4 Delivery and Maintenance of Collateral.

     (A) Delivery of Pre-lease Deposits by LRC. On the Effective Date and on each Advance Date prior to the Base Rent Commencement Date, if the Value of Pre-lease Collateral does not already equal or exceed the Minimum Collateral Value, LRC must deposit with the Intermediary, subject to the pledge and security interest created hereby, additional funds as necessary to cause the Value of the Pre-lease Collateral to be no less than the Minimum Collateral Value. Together with any such required deposit, LRC must deliver instructions to the Intermediary (with a copy to BNPPLC), directing the Intermediary to deposit the funds into a specific account then pledged to BNPPLC hereunder and to use such funds to purchase Eligible Investments, which will also be held and maintained in such pledged account as Pre-lease Collateral. Each delivery of funds required by this subparagraph must be received by the Intermediary no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any Advance Date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Intermediary thereof and of the amount LRC expects to deliver to the Intermediary for deposit as Pre-lease Collateral on the applicable Advance Date. In addition to required deliveries of Pre-lease Deposits as provided in the foregoing provisions, LRC may on any date (whether or not an Advance Date) deliver additional Pre-lease Deposits as provided in the penultimate sentence of the definition of Event of Default above.

     (B) Delivery of Cash Collateral by LRC. On the Base Rent Commencement Date and each Business Day thereafter, including each Base Rent Date, LRC must deliver to BNPPLC for deposit directly into the Transition Account, or (if directed to do so by BNPPLC) deliver to Deposit Takers for deposit directly into the Deposit Accounts, in either case subject to the pledge and security interest created hereby, funds as Cash Collateral then needed (if any) to cause the

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Value of the Cash Collateral to be no less than the Minimum Collateral Value. In the case of deliveries required on any Base Rent Date, each delivery of funds required by the preceding sentence must be received by BNPPLC no later than 12:00 noon (California time) on the date it is required; if received after 12:00 noon it will be considered for purposes of the Lease as received on the next following Business Day. At least five days prior to any date upon which it is expected that LRC will be required to deliver additional funds pursuant to this subparagraph, LRC shall notify BNPPLC and the Participants thereof and of the amount LRC expects to deliver to BNPPLC or Deposit Takers as Cash Collateral; provided, however, such notice will not be required as a condition to the delivery of additional Cash Collateral to prevent or cure an Event of Default as provided in the last sentence of the definition of Event of Default above.

     (C) Transition Account. Pending deposit in the Deposit Accounts or other application as provided herein, all Cash Collateral received by BNPPLC shall be credited to and held by BNPPLC in an account maintained by BNPPLC in its own name with BNPPLC’s Parent (the “Transition Account”), but held for the benefit of BNP Paribas Leasing Corporation and the Participants separate and apart from all other property and funds of BNPPLC, LRC or other Persons, and no other property or funds shall be deposited in the Transition Account. The books and records of BNPPLC shall reflect that the Transition Account and all Cash Collateral on deposit therein are owned by LRC, subject to a pledge and security interest in favor of BNPPLC for the benefit of BNPPLC and Participants.

     (D) Allocation of Cash Collateral Among Deposit Takers. Funds received by BNPPLC from LRC as Cash Collateral will be allocated for deposit among the Deposit Takers (other than Disqualified Deposit Takers) as follows:

first, to the extent possible the funds will be allocated as required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPPLC, unless the Deposit Taker for BNPPLC has become a Disqualified Deposit Taker, in which case the funds will be allocated to other Deposit Takers who are not Disqualified Deposit Takers as BNPPLC deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by BNPPLC to exist, BNPPLC shall, as required to rectify or mitigate the Collateral Imbalance, promptly reallocate Collateral among Deposit Takers by withdrawing Cash Collateral from some Deposit Accounts and redepositing it in other Deposit Accounts or by transferring Cash Collateral directly from some Deposit Accounts to others; except as otherwise provided in subparagraph 3(B). (If either party to this Agreement believes that the Value of the Deposit Accounts held by a particular Deposit Taker causes a Collateral Imbalance to exist, that party will promptly notify the other party to this Agreement and the Participants.) Subject to the foregoing, and provided that BNPPLC does

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not thereby create or exacerbate any Collateral Imbalance which is not excused by subparagraph 3(B), BNPPLC may withdraw and redeposit Cash Collateral or cause it to be transferred directly from one Deposit Account to another in order to reallocate the same among Deposit Takers from time to time as BNPPLC deems appropriate. For purposes of illustration only, examples of the allocations required by this subparagraph are set forth in Exhibit D.

     (E) Status of the Deposit Accounts Under the Reserve Requirement Regulations. Each Deposit Taker shall be permitted to structure the Deposit Account maintained by it as a nonpersonal time deposit under 12 C.F.R., Part II, Chapter 204 (commonly known as “Regulation D”). Accordingly, any Deposit Taker may require at least seven days advance notice of any withdrawal or transfer of funds from the Deposit Account maintained by it and may limit the number of withdrawals or transfers from such Deposit Account to no more than six in any calendar month, notwithstanding anything to the contrary herein or in any deposit agreement that LRC and such Deposit Taker may enter into with respect to such Deposit Account. As necessary to satisfy the seven days notice requirement with respect to withdrawals by BNPPLC when required by LRC pursuant to the provisions below, BNPPLC shall notify the affected Deposit Takers promptly after receipt of any notice from LRC described in subparagraph 5(B)(4) or in subparagraph 5(C).

     (F) Acknowledgment by LRC that Requirements of this Agreement are Commercially Reasonable. LRC acknowledges and agrees that the requirements set forth herein concerning receipt, deposit, withdrawal, allocation, application and distribution of Cash Collateral by BNPPLC, including the requirements and time periods set forth in the Paragraph 5, are commercially reasonable.

5 Withdrawal of Collateral.

     (A) Withdrawal and Management of Pre-lease Collateral. LRC may require BNPPLC to provide to the Intermediary approval of any directions to withdraw any specified Pre-lease Collateral from any account maintained by the Intermediary and pledged hereunder and to deliver the same to LRC or as may otherwise be provided in those directions (which delivery shall be free and clear of all liens and security interests hereunder, except in the case of any delivery of funds by the Intermediary to BNPPLC on behalf of LRC to satisfy the requirements of subparagraph 5(B) below), if, but only if, in each case all four of the following conditions are satisfied:

     (1) Either:

     (a) such withdrawal and delivery of specified Pre-lease Collateral will not cause the Value of the remaining Pre-lease Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value; or

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     (b) the Completion Date shall have occurred and LRC shall already have delivered sufficient Cash Collateral to BNPPLC to satisfy the requirements of subparagraph 5(B) below; or

     (c) the directions to be approved by BNPPLC will require the Intermediary to withdraw and deliver funds directly to and only to BNPPLC, on behalf of LRC, as Cash Collateral pledged pursuant to this Agreement.

     (2) LRC must give BNPPLC notice of the required withdrawal three Business Days prior to the date upon which the withdrawal is to occur, together a copy of the directions to the Intermediary for which BNPPLC’s approval will be required by this subparagraph 5(A) to accomplish the withdrawal.

     (3) No Default (under and as defined in this Agreement) shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required. Furthermore, in order to preserve BNPPLC’s right to prohibit withdrawals when a Default (as defined herein or in the Common Definitions Agreement) has occurred and is continuing, the directions to be approved by BNPPLC must expressly confirm and provide that BNPPLC may terminate its approval, and thereby prohibit subsequent withdrawals without its consent, by notice given to the Intermediary.

     (4) LRC will not request BNPPLC’s approval of more than eight withdrawals of Pre-lease Collateral during any one calendar month.

If the conditions listed in the preceding clauses (1), (3) and (4) are satisfied, and if BNPPLC receives from LRC the notice and the copy of directions to the Intermediary described in the preceding clause (2) less than three Business Days prior to, but at least one Business Day prior to, the date upon which a withdrawal is expected to occur, then BNPPLC will endeavor in good faith to quickly evaluate and act upon the notice so as not to delay the withdrawal; provided, however, in that event, BNPPLC will suffer no liability for failing to do so.

In addition to LRC’s right to arrange withdrawals of Pre-lease Collateral upon satisfaction of the conditions specified above in this subparagraph, so long as the Intermediary is State Street Bank and Trust Company and it remains bound by the Initial Control Agreement, and prior to BNPPLC’s delivery of any Notice of Control (under and as defined in the Initial Control Agreement), LRC may also give Proper Instructions (under and as defined in the Initial Control Agreement) directing the Intermediary to (i) allocate or reallocate investments held in the Securities Account among Eligible Investments (including directions to liquidate any Eligible Investment in whole or in part and then reinvest the proceeds thereof in one or more other

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Eligible Investments) or (ii) substitute Eligible Investments with other Eligible Investments in a manner that satisfies the conditions to substitutions expressly set forth in the Initial Control Agreement.

     (B) Withdrawal of Cash Collateral After the Base Rent Commencement Date and Prior to the Designated Sale Date. LRC may require BNPPLC to withdraw Cash Collateral from one or more Deposit Accounts on any date prior to the Designated Sale Date and to deliver such Cash Collateral to LRC (which delivery shall be free and clear of all liens and security interests hereunder) if, but only if, in each case all of the following conditions are satisfied:

     (1) Such withdrawal and delivery of the Collateral to LRC can be accomplished without causing or exacerbating a Collateral Imbalance.

     (2) Such withdrawal and delivery of the Collateral to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge hereunder, to be less than the Minimum Collateral Value.

     (3) Either:

     (a) such withdrawal and delivery of Collateral to LRC will occur on the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (b) the amount of such withdrawal will be limited in amount so as not to include any interest that has accrued on any Deposit Account from the latest Base Rent Date preceding such withdrawal.

     (4) LRC must give BNPPLC notice of the required withdrawal at least ten days prior to the date upon which the withdrawal is to occur. If such notice applies only to the periodic withdrawal of interest accruing on the Deposit Accounts, it may be in the form of Exhibit E. Otherwise, such notice must be in the form of Exhibit F.

     (5) No Default (under and as defined in this Agreement) shall have occurred and be continuing, and no Default (as defined in the Common Definitions and Provisions Agreement) shall have occurred and be continuing, at the time LRC gives the notice required by the preceding subparagraph or on the date upon which the withdrawal is required.

     (C) Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured Obligations to BNPPLC. To satisfy the Secured Obligations, LRC may require BNPPLC to withdraw and retain any Cash Collateral held by any Deposit Taker on the Designated Sale Date

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(which retention by BNPPLC shall be free and clear of all liens and security interests hereunder) as a payment on behalf of LRC of any amounts then due from LRC under the Purchase Agreement; provided, that by a notice in the form of Exhibit G, LRC must have notified BNPPLC of the required withdrawal and payment to BNPPLC at least ten days prior to the date upon which it is to occur and when no Event of Default (under and as defined in this Agreement or as defined in the Common Definitions and Provisions Agreement) has occurred and is continuing.

     (D) Withdrawal and Return of Cash Collateral Following Satisfaction of all Secured Obligations. Following the Designated Sale Date, when all Secured Obligations have been satisfied in full, any remaining Cash Collateral that has not been withdrawn and applied against the Secured Obligations shall revert to LRC as provided in subparagraph 9(F), whereupon LRC may require BNPPLC to withdraw such remaining Cash Collateral then maintained pursuant to this Agreement and promptly transfer such remaining Cash Collateral to LRC.

     (E) No Other Right to Require or Make Withdrawals. LRC may not withdraw or require any withdrawal of Collateral from any account or deposit account pledged hereunder, including the Deposit Accounts, except as expressly provided in the preceding subparagraphs of this Paragraph 5. LRC acknowledges that it will have no check writing privileges or line of credit or credit card privileges under any such pledged account or deposit account, including the Deposit Accounts.

     (F) BNPPLC’s Covenant Not to Make Unauthorized Withdrawals. Notwithstanding provisions of any Control Agreement or of any Deposit Taker’s Agreement which may state that BNPPLC is entitled to withdraw Collateral held by the Intermediary or any Deposit Taker without any prior consent or authorization of LRC, BNPPLC covenants to LRC (as between BNPPLC and LRC) that BNPPLC will not exercise such rights to withdraw Collateral except (1) as required or permitted by this Paragraph 5, (2) in the exercise of BNPPLC’s rights or remedies as otherwise herein provided, or (3) as may from time to time be requested or approved by LRC.

     6 Representations and Covenants of LRC.

     (A) Representations of LRC. LRC represents to BNPPLC as follows:

     (1) LRC is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time LRC acquires rights in the Collateral, will be the legal and beneficial owner thereof), subject to the pledge and rights hereby granted in favor of BNPPLC. No other Person has (or, in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, except for rights created hereunder.

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     (2) BNPPLC has (or in the case of after-acquired Collateral, at the time LRC acquires rights therein, will have) a valid, first priority, perfected pledge of and security interest in the Collateral, regardless of the characterization of the Collateral as deposit accounts, instruments or general intangibles under the UCC, but assuming that the representations of each Deposit Taker in its Deposit Taker’s Agreement are true.

     (3) LRC has delivered to BNPPLC, together with all necessary stock powers, endorsements, assignments and other necessary instruments of transfer, the originals of all documents, instruments and agreements evidencing the Collateral.

     (4) Neither the ownership or the intended use of the Collateral by LRC, nor the pledge of Collateral or the grant of the security interest by LRC to BNPPLC herein, nor the exercise by BNPPLC of its rights or remedies hereunder, will (i) violate any provision of (a) Applicable Law, (b) the articles or certificate of incorporation, charter or bylaws of LRC, or (c) any agreement, judgment, license, order or permit applicable to or binding upon LRC, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any assets or properties of LRC except as expressly contemplated in this Agreement. Except as expressly contemplated in this Agreement, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the pledge or grant by LRC of the security interest contemplated herein or the exercise by BNPPLC of its rights and remedies hereunder.

     (B) Covenants of LRC. LRC hereby agrees as follows:

     (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC.

     (2) When applicable law provides more than one method of perfection of

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BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein.

     (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law.

     (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon.

     (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral.

     (6) Subject to the express rights of LRC under Paragraph 5, LRC shall not surrender or lose possession of (other than to BNPPLC or an Intermediary or a Deposit Taker pursuant hereto), encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). Without limiting the foregoing, LRC will not, with respect to any Pre-lease Collateral, (i) file or permit to be filed any financing or like statement in which BNPPLC is not named as the sole secured party, (ii) consent or be a party to any securities account control agreement or other similar agreement with any Intermediary to which BNPPLC is not also a party, (iii) pledge or otherwise encumber such Pre-lease Collateral, or (iv) except as permitted by the last sentence of subparagraph 5(A)(3) above, sell, assign, or otherwise dispose of, or grant any option with respect to, such Pre-lease Collateral. The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral.

     (8) Without limiting the foregoing, within five days after LRC becomes aware

Pledge Agreement (Livermore/ Parcel 7) — Page 20

of any failure of the pledge or security interest contemplated herein in any Pre-lease Collateral, the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

7 Authorized Action by BNPPLC.

     LRC hereby irrevocably appoints BNPPLC as LRC’s attorney-in-fact for the purpose of authorizing BNPPLC to perform (but BNPPLC shall not be obligated to and shall incur no liability to LRC or any third party for failure to perform) any act which LRC is obligated by this Agreement to perform, and to exercise, consistent with the other provisions of this Agreement, such rights and powers as LRC might exercise with respect to the Collateral during any period in which a Default has occurred and is continuing, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any indebtedness of LRC relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder.

8 Default and Remedies.

     (A) Remedies. In addition to all other rights and remedies granted to BNPPLC by this Agreement and other Operative Documents or by the UCC and other Applicable Laws, BNPPLC may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies, all of which will be in furtherance of its rights as a secured party under the UCC:

     (1) BNPPLC may collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the pledge of or security interests in any or all Collateral in any manner permitted by Applicable Law or in this Agreement.

     (2) BNPPLC may notify any Deposit Taker to pay all or any portion of Cash Collateral held by such Deposit Taker directly to BNPPLC up to an amount equal to the then outstanding Secured Obligations. BNPPLC shall apply any Cash Collateral or proceeds of other Collateral received by BNPPLC after the occurrence of an Event of Default to the Secured Obligations in any order BNPPLC believes to be in its best interest. If any such Cash Collateral or proceeds received by BNPPLC remains after all

Pledge Agreement (Livermore/ Parcel 7) — Page 21

Secured Obligations have been paid in full, BNPPLC will deliver or direct the Deposit Takers to deliver the same to LRC or other Persons entitled thereto.

Without limiting the foregoing, when any Event of Default has occurred and is continuing, BNPPLC may, without notice or demand, sell, redeem, offset, setoff, debit, charge or otherwise dispose of or liquidate into cash any Collateral and/or to apply it or the proceeds thereof to repay any or all of the Secured Obligations in such order as BNPPLC believes to be in its best interest,regardless of whether any such Secured Obligations are contingent, unliquidated or unmatured or whether BNPPLC has any other recourse to LRC or any Other Liable Party or any other collateral or assets (including the Property). Moreover, regardless of whether BNPPLC commences any action to foreclose the lien and security interest granted in Exhibit B to the Lease (a “Property Foreclosure”) before, after or contemporaneously with any action BNPPLC may take under this Pledge Agreement to collect Cash Collateral or proceeds of other Collateral, and regardless of whether BNPPLC actually receives proceeds of a Property Foreclosure before or after it receives Cash Collateral or proceeds of other Collateral, BNPPLC will be entitled to apply Cash Collateral and proceeds of other Collateral to satisfy or reduce the Secured Obligations before applying the proceeds of a Property Foreclosure to other remaining obligations secured as described in Exhibit B to the Lease. Also, BNPPLC may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to LRC’s basis or holding period for any Collateral.

In connection with the exercise of its remedies under this Agreement, BNPPLC may sell from its offices in Dallas, Texas, or elsewhere, in one or more sales, at the price as BNPPLC deems best, for cash or on credit or for other property, for immediate or future delivery, any item of the Collateral, at any broker’s board or at public or private sale, in any reasonable manner permissible under the UCC (except that, to the extent permissible under the UCC, LRC waives any requirements of the UCC) and BNPPLC or anyone else may be the purchaser of the Collateral and hold it free from any claim or right including, without limitation, any equity of redemption of LRC, which right LRC expressly waives. BNPPLC may in its sole discretion elect to conduct any sale (and related offers) of any Collateral in such a manner as to avoid the need for registration or qualification thereof under any Federal or state securities laws, that such conduct may include restrictions (including as to potential purchasers) and other requirements (such as purchaser representations) which may result in prices or other terms less favorable than those which might have been obtained through a public sale not subject to such restrictions and requirements and that any offer and sale so conducted shall be deemed to have been made in a commercially reasonable manner.

In connection with the exercise of its remedies, BNPPLC may also, in its sole discretion, for its own benefit, acting either in its own name or in the name of LRC:

     (i) hold any monies or proceeds representing the Collateral in a cash collateral account in U.S. dollars or other currency that BNPPLC reasonably selects and

Pledge Agreement (Livermore/ Parcel 7) — Page 22

invest such monies or proceeds on behalf of LRC;

     (ii) with respect to any deposits constituting Pre-lease Collateral: (x) renew such deposits on terms and for periods BNPPLC deems appropriate; (x) demand, collect, and receive payment of any monies or proceeds due or to become due in respect of such deposits; or (z) execute any instruments required for the withdrawal or repayment of the such deposits;

     (iii) with respect to any Securities constituting Pre-lease Collateral: A) transfer such Securities to an account of BNPPLC, whether in the possession of, or registered in the name of, any Clearing System or held otherwise; B) transfer any such Securities held in book entry form with any Federal Reserve Administrative Agent to the account of BNPPLC with such Federal Reserve Administrative Agent; or C) transfer any such Securities registered in the name of LRC to the name of BNPPLC or its nominee and complete and deliver any necessary stock powers or other transfer instruments;

     (iv) convert any Collateral denominated in a currency other than U.S. dollars to U.S. dollars at the spot rate of exchange for the purchase of U.S. dollars with such other currency which is quoted by a branch or office of BNPPLC’s Parent selected by BNPPLC (or, if no such rate is quoted by BNPPLC’s Parent on any relevant date, then at a rate estimated by BNPPLC on the basis of other quoted spot rates) or another prevailing rate that BNPPLC reasonably deems more appropriate; or

     (v) apply any portion of the Collateral, first, to pay or reimburse all costs and expenses of BNPPLC and then to all or any portion of the Secured Obligations in such order as BNPPLC may believe to be in its best interest.

In any event, LRC will pay to BNPPLC upon demand all expenses (including Attorneys’ Fees) incurred by BNPPLC in connection with the exercise of any of BNPPLC’s rights or remedies under this Agreement.

Notwithstanding that BNPPLC may continue to hold Collateral and regardless of the value of the Collateral, LRC will remain liable for the payment in full of any unpaid balance of the Secured Obligations.

In any case where notice of any sale or disposition of any Collateral is required, LRC hereby agrees that seven (7) days notice of such sale or disposition is reasonable.

     (B) Recovery Not Limited. To the fullest extent permitted by applicable law, LRC waives any right to require that BNPPLC proceed against any other Person, exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined

Pledge Agreement (Livermore/ Parcel 7) — Page 23

with LRC in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in their power. LRC waives any and all notice of acceptance of this Agreement. LRC further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, LRC shall have no right to subrogation, reimbursement, contribution or indemnity against any Other Liable Party and LRC waives the right to enforce any remedy which BNPPLC has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by or on behalf of BNPPLC. LRC authorizes BNPPLC, without notice or demand and without any reservation of rights against LRC and without affecting LRC’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuance of any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as they may determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) release or substitute any Other Liable Party.

9 Miscellaneous.

     (A) Payments by LRC to BNPPLC. All payments and deliveries of funds required to be made by LRC to BNPPLC hereunder shall be paid or delivered in immediately available funds by wire transfer to the Transition Account in accordance with wiring instructions which will be provided by BNPPLC to LRC. Time is of the essence as to all payments and deliveries of funds by LRC to BNPPLC under this Agreement.

     (B) Payments by BNPPLC to LRC. All payments of Cash Collateral withdrawn by BNPPLC from the Deposit Accounts and required to returned by BNPPLC to LRC hereunder shall be paid or delivered in immediately available funds by wire transfer to:

Lam Research Corporation
USD Concentration Account B LaSalle Bank NA

Bank Name:	LaSalle National Bank
Bank Address:	135 S. LaSalle Street Chicago, Il 60603
ABA # (Domestic):	071000505

Pledge Agreement (Livermore/ Parcel 7) — Page 24

SWIFT ID (Int’l):	LASLUS44
Account Name:	Lam Research Corporation
Account Number:	58000-68321
Bank Contact:	Juliana Silvestri
	312-904-0445
	juliana.silvestri@abnamro.com
Reference:	BNPPLC Lease (Return of Collateral - Livermore/Parcel 7)

or at such other place and in such other manner as LRC may designate in a notice sent to BNPPLC. Time is of the essence as to all such payments by BNPPLC to LRC.

     (C) Cumulative Rights, etc. Except as herein expressly provided to the contrary, the rights, powers and remedies of BNPPLC under this Agreement shall be in addition to all rights, powers and remedies given to them by virtue of any Applicable Law, any other Operative Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing their respective rights hereunder. LRC waives any right to require BNPPLC to proceed against any Person or to exhaust any Collateral or other collateral or security or to pursue any remedy in BNPPLC’s power.

     (D) Survival of Agreements. All representations and warranties of LRC herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Operative Documents and the creation of the Secured Obligations and continue until terminated or released as provided herein.

     (E) Other Liable Party. Neither this Agreement nor the exercise by BNPPLC or the failure of BNPPLC to exercise any right, power or remedy conferred herein or by law shall be construed as relieving LRC or any Other Liable Party from liability on the Secured Obligations or any deficiency thereon. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other agreement evidencing or securing the Secured Obligations to which LRC or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, or any other event or proceeding affecting any Other Liable Party.

Pledge Agreement (Livermore/ Parcel 7) — Page 25

     (F) Termination. Following the Designated Sale Date, upon satisfaction in full of all Secured Obligations (other than contingent indemnity obligations) and upon written request for the termination of this Agreement delivered by LRC to BNPPLC, BNPPLC will execute and deliver, at LRC’s expense, an acknowledgment that this Agreement and the pledge and security interest created hereby are terminated, whereupon all rights to any remaining Collateral that has not been applied against Secured Obligations in accordance with this Agreement shall revert to LRC.

[The signature pages follow.]

Pledge Agreement (Livermore/ Parcel 7) — Page 26

     IN WITNESS WHEREOF, this Pledge Agreement (Livermore/ Parcel 7) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Pledge Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Pledge Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Pledge Agreement (Livermore/ Parcel 7) — Signature Page

Exhibit A
TO PLEDGE AGREEMENT

CRITERIA FOR ELIGIBLE INVESTMENTS

1. Eligible Investments. Eligible Investments will include only the following (and in the case of any of the following which are registered in the name of the LRC, payable to the LRC’s order, or specifically endorsed to LRC, only those which have been endorsed by LRC to the Intermediary or in blank):

• Direct obligations of the US government and federal agencies.

• Commercial paper and corporate notes including bonds and medium term notes.

• Bank instrument of top 100 (ranked by asset size) international banks or the top 50 domestic banks ranked by American Banker. This may include Bankers Acceptances and Bankers Notes.

2. Maturity. The maximum maturity of any single investment is as follows:

• Direct obligations of US government and federal agencies: 10 years

• Other Eligible Investments: 7 years

Maturity is defined as actual maturity, put, remarketing, auction, or pre-refunding date from the date of settlement.

3. Acceptable Ratings. The following minimum rating rules apply to issuers of Eligible Investments other than direct obligations of the US government:

	Moody’s	S&P	Fitch
Short Term	P-1	A-1	F1
Long Term	A2	A	A

And such issuers must have a rating assigned by two of the following rating agencies: Moody’s Investors Service, Standard & Poor’s, and/or Fitch Ratings. In the event of a “split rating”, the lower rating must comply with the minimum rating rules.

Exhibit B
TO PLEDGE AGREEMENT

AGREEMENT RE: BLOCKED ACCOUNT
(LIVERMORE/ PARCEL 7)

          This Agreement (the “Agreement”), among                                          (the “Deposit Taker”), LAM RESEARCH CORPORATION (“LRC”) and BNP PARIBAS LEASING CORPORATION (“BNPPLC”) pursuant to the Pledge Agreement (Livermore/ Parcel 7) dated as of December 18, 2007, as amended from time to time (the “Pledge Agreement”), is dated as of                     , 20___, and shall serve as instructions regarding the following deposit account established by LRC at the Deposit Taker (the “Deposit Account”):

Account	Account	Account
Type	Office	Number
Time Deposit

The Deposit Account is styled “LAM RESEARCH CORPORATION, pledged to BNP Paribas Leasing Corporation” or some abbreviation thereof made by Deposit Taker for operational purposes.

     1. Lien. As provided in the Pledge Agreement, LRC has granted to BNPPLC a continuing lien on and security interest in the Deposit Account and all amounts from time to time on deposit therein. The parties hereto agree that this Agreement complies with [Section 9-104(a)(2) of the Illinois Uniform Commercial Code]. (Unless otherwise defined herein, all capitalized terms used in this Agreement have the respective meanings given to those terms in the Pledge Agreement.)

     2. Duties. Deposit Taker agrees to take such action with respect to the Deposit Account as shall from time to time be specified in any writing purportedly from BNPPLC as provided herein. LRC and BNPPLC agree that: (a) Deposit Taker has no duty to monitor the balance of the Deposit Account; (b) BNPPLC may at any time make withdrawals from the Deposit Account and take any and all actions with respect to the Deposit Account, and Deposit Taker is hereby authorized to honor any instructions with respect to the Deposit Account (including withdrawals therefrom) which purport to be from BNPPLC (in each case without notifying or obtaining the consent of LRC); (c) Deposit Taker may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) BNPPLC, notwithstanding any conflicting or contrary instructions it may receive from LRC, and Deposit Taker shall have no liability to BNPPLC, LRC or any other person in relying on and acting in accordance with any such instructions; (d) Deposit Taker shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same, and (e) Deposit Taker shall have a reasonable period of time

within which to act in accordance with any notice or instructions from BNPPLC with respect to the Deposit Account. Notwithstanding the preceding terms of this Section, it is expressly understood and agreed that any direction or request by BNPPLC with respect to the Deposit Account will apply only to available funds on deposit in the Deposit Account and BNPPLC shall make withdrawals from the Deposit Account only via fedwire or by electronic funds transfer.

     3. Interest on the Deposit Account. Deposit Taker will have no obligation to pay any interest on the Deposit Account except as follows: on each Base Rent Date accrued interest on each Deposit Account maintained by Deposit taker will be added to the Deposit Account for the period (the “Interest Period”) since the preceding Base Rent Date (or if there was no preceding Base Rent Date, since the Base Rent Commencement Date) equal to the product of:

• the lesser of (i) an amount, computed as of the first day of the Base Rent Period that includes or coincides with such Interest Period, equal to a fraction of the Lease Balance, the numerator of which fraction equals the funds held in the Deposit Account on such first day and the denominator of which fraction equals the total of all Cash Collateral pledged to BNPPLC on such first day, or (ii) the principal balance of the Deposit Account on the first day of such Interest Period, times

• the Collateral Percentage for the Base Rent Period that includes or coincides with such Interest Period, times

• LIBID for such Interest Period, times

• the number of days in such Interest Period, divided by

• three hundred sixty.

(As used in this Section 3, capitalized terms defined in the Common Definitions and Provisions Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.)

     4. Information. Deposit Taker shall provide BNPPLC with such information with respect to the Deposit Account and all items (and proceeds thereof) deposited in the Deposit Account as BNPPLC may from time to time reasonably request, and LRC hereby consents to such information being provided to BNPPLC and agrees to pay all expenses in connection therewith.

     5. Exculpation; Indemnity. Deposit Taker undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 2

parties hereby agree that Deposit Taker shall not be liable for any action taken by it in accordance with this Agreement, including, without limitation, any action so taken at BNPPLC’s request, except direct damages attributable to the Deposit Taker’s gross negligence or willful misconduct. In no event shall Deposit Taker be liable for any (i) losses or delays resulting from acts of God, war, computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Deposit Taker’s reasonable control, or (ii) for indirect, special, punitive or consequential damages. LRC agrees to indemnify and hold Deposit Taker harmless from and against all costs, damages, claims, judgments, reasonable attorneys’ fees, expenses, obligations and liabilities of every kind and nature (collectively, “Losses”) which Deposit Taker may incur, sustain or be required to pay (other than those attributable to Deposit Taker’s gross negligence or willful misconduct) in connection with or arising out of this Agreement or the Deposit Account (including without limitation, the amount of any overdraft created in the Deposit Account resulting from a Chargeback or from debiting the Deposit Account for Charges (defined below) owed to the Deposit Taker), and to pay to Deposit Taker on demand the amount of all such Losses. Nothing in this Section, and no indemnification of Deposit Taker hereunder, shall affect in any way the indemnification obligations of LRC to BNPPLC under the Pledge Agreement or other Operative Documents. The provisions of this Section shall survive termination of this Agreement.

     6. Chargebacks. All items deposited in, and electronic funds transfers credited to, the Deposit Account and then returned unpaid or returned (or not finally settled) for any reason (collectively, “Chargebacks”) will be charged back to the Deposit Account, including (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason, and (b) any returns or reversals relating to electronic funds transfers or deposits into the Deposit Account.

The Deposit Taker will notify LRC and BNPPLC of any and all Chargebacks which have been charged back to the Deposit Account by reporting the return of such items (or electronic funds transfers) to the persons identified in, or as otherwise designated pursuant to, the Section regarding Notices in this Agreement. The returned item will be sent to LRC along with a debit advice. BNPPLC will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from BNPPLC, Deposit Taker will send the returned item directly to BNPPLC.

In the event there are insufficient funds in the Deposit Account to cover such Chargebacks, upon receipt of notice from Deposit Taker of the occurrence of such Chargebacks and the failure of LRC to pay Deposit Taker such Chargebacks, BNPPLC agrees to pay the amount of the Chargebacks to Deposit Taker, in immediately available funds, within one Business Day after receipt of such notice, provided that (A) in no event will BNPPLC’s obligation to pay any Chargeback to Deposit Taker exceed the amount of insufficient funds described in this provision, if any, caused by a withdrawal of funds from the Deposit Account and payment of the same to

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 3

BNPPLC, and (B) any such liability of BNPPLC to Deposit Taker shall in no way release LRC from liability to BNPPLC and shall not impair BNPPLC’s rights and remedies against LRC, by way of subrogation or otherwise, to collect all such Chargebacks.

     7. Charges. In consideration of the services of Deposit Taker in establishing, maintaining, and conducting transactions through the Deposit Account, Deposit Taker has established, and LRC hereby agrees to pay the reasonable and customary fees and other charges for the Deposit Account and services related thereto, together with any and all other expenses incurred by Deposit Taker in connection with this Agreement or the Deposit Account and related services, including without limitation amounts paid or incurred by Deposit Taker in enforcing its rights and remedies under this Agreement, or in connection with defending any claim made against Deposit Taker in connection with this Agreement or the Deposit Account (collectively, the “Charges”). However, no Charges will be debited to or offset against funds in the Deposit Account without the prior written consent of BNPPLC. If LRC fails to pay the amount of the Charges within five (5) Business Days of receipt of a billing statement detailing such Charges, BNPPLC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges within two (2) Business Days after receipt of a billing statement detailing such Charges. Deposit Taker will bill LRC directly, and LRC agrees to pay Deposit Taker, via wire transfer or other immediately available funds, the amount of such Charges. Deposit Taker reserves the right to change any or all of the fees and charges according to annual review, upon not less than ten (10) days written notice to LRC and BNPPLC.

     8. Irrevocable Agreement. LRC acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted in Section 2 are powers coupled with an interest.

     9. Set-off. Deposit Taker waives all of its existing and future rights of set-off and banker’s liens against the Deposit Account and all items (and proceeds thereof) that come into possession of Deposit Taker in connection with the Deposit Account, except those rights of set-off and banker’s liens arising in connection with Chargebacks.

     10. Miscellaneous. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of LRC appointed or elected in any action under the Bankruptcy Code) and shall inure to their benefit. Neither LRC nor BNPPLC may assign their respective rights hereunder unless the prior written consent of the Deposit Taker is obtained. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived, except by an instrument in writing signed by the parties hereto. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement shall be governed by, and interpreted in accordance with, the laws of the state in which the account office identified above is located without regard to conflict of laws provisions. Each party hereto intentionally,

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 4

knowingly and voluntarily irrevocably waives any right to trial by jury in any proceeding related to this Agreement. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

     11. Termination and Resignation. This Agreement may be terminated by agreement of BNPPLC and LRC upon fifteen (15) days’ prior written notice to Deposit Taker; provided, however, that this Agreement shall terminate immediately upon notice from BNPPLC that all of LRC’s obligations secured by the Pledge Agreement are satisfied. Deposit Taker may, at any time upon thirty (30) days’ prior written notice to BNPPLC and LRC, terminate this Agreement and close the Deposit Account; provided, however, that a substitute deposit taker has been appointed for [BNPPLC or name of Participant] [if name of Participant is inserted, then also insert: “(in its capacity as a Participant)”] under and as described in the Pledge Agreement.. Upon termination of this Agreement any funds in the Deposit Account shall be subject to the direction of BNPPLC, including any direction given by BNPPLC that such funds be wired to another “Deposit Taker” designated for [BNPPLC or name of Participant] under and as defined in the Pledge Agreement.

     12. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 P.M. (Central time) (but only if such telecopied document is also delivered by another method permitted by this Agreement by the next banking business day), or, if not, on the next succeeding Business Day; or (c) if delivered by reputable overnight courier, the banking business day on which such delivery is made by such courier.

     Notices shall be addressed as follows:

BNPPLC:	BNP Paribas Leasing Corporation
	12201 Merit Drive, Suite 860
	Dallas, Texas 75251
	Attention: Lloyd G. Cox, Managing Director
	Telecopy: (972) 788-9140
	Email: lloyd.cox@americas.bnpparibas.com
Deposit Taker:
	Attn:

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 5

	Telecopy:
LRC:	Lam Research Corporation
	4300 Cushing Parkway
	Fremont, California 94538
	Attention: Roch LeBlanc, Treasurer
	Telecopy: (512) 572-1586
	Email: Roch.Leblanc@lamrc.com

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

[signature page follows.]

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 6

     This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

ACCEPTED AND AGREED TO as of this ______day of _____________, ______. [DEPOSIT TAKER]
By:
	Name:
	Title:

Exhibit B to Pledge Agreement (Livermore/ Parcel 7) — Page 7

Exhibit C
TO PLEDGE AGREEMENT

DESCRIPTION OF INITIAL PRE-LEASE COLLATERAL

All assets held or to be held in the following custody or subcustody accounts, safekeeping accounts, investment management accounts and/or other account with the Intermediary:

Type of Account	Account Number	Entity/Location
Securities Account	[_________________]	State Street Bank and Trust Company

Exhibit D
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

     The examples below are provided to illustrate the calculations required for allocations of Cash Collateral in a manner that will avoid a Collateral Imbalance. The examples are not intended to reflect actual numbers under this Agreement or actual Percentages of BNPPLC or any of the Participants; nor are the examples intended to provide a formula for the allocations that would be appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1. Two Participants (“Participant A” and “Participant B”) are parties to the Participation Agreement with BNPPLC. Participant A’s Percentage is 50% and Participant B’s Percentage is 45%, leaving BNPPLC with a Percentage of 5%.

2. The Initial Advance was $12,000,000, resulting in a Lease Balance of $12,000,000, allocable as follows:

A.	BNPPLC’s Parent (providing BNPPLC’s share) (5%)	$	600,000
B.	Participant A (50%)		6,000,000
C.	Participant B (45%)		5,400,000
	TOTAL	$	12,000,000

3. The initial Minimum Collateral Value was $12,000,000

4. As of the Effective Date, LRC had delivered to BNPPLC Cash Collateral of $12,000,000, equal to the Minimum Collateral Value, as required by subparagraph 4(B) of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the $12,000,000 to the Deposit Takers for BNPPLC and the Participants as follows:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (50% of Minimum Collateral Value)	$	6,000,000
C.	Participant B’s Deposit Taker (45% of Minimum Collateral Value)	$	5,400,000
	TOTAL	$	12,000,000

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume that:

1. Effective as of the first Base Rent Date, a new Participant approved by LRC (“Participant C”) became a party to this Agreement and the Participation Agreement, taking a Percentage of 20%. Simultaneously, Participant A and Participant B voluntarily entered into supplements to the Participation Agreement which reduced their Percentages to 40% and 35%, respectively, in return for appropriate payments made to them.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under these assumptions, BNPPLC would be required to allocate the Cash Collateral as required to leave the Deposit Takers for BNPPLC and the Participants with the following amounts:

A.	BNPPLC’s Deposit Taker (5% of Minimum Collateral Value)	$	600,000
B.	Participant A’s Deposit Taker (40% of Minimum Collateral Value)	$	4,800,000
C.	Participant B’s Deposit Taker (35% of Minimum Collateral Value)	$	4,200,000
D.	Participant C’s Deposit Taker (20% of Minimum Collateral Value)	$	2,400,000
	TOTAL	$	12,000,000

Exhibit E
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW AND PAY INTEREST
EARNED ON CASH COLLATERAL

[_________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

 Re: Pledge Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/ Parcel 7) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw the interest that has accrued on, and been added to, the Deposit Accounts on the last day of each Base Rent Period and to return the same to LRC on the date of withdrawal.

     We understand that each withdrawal and return of interest accrued on the Deposit Accounts will be subject to the conditions that:

     (i) You may limit the withdrawal and payment of such interest to LRC as necessary to cause the Value of the remaining Cash Collateral, which is subject to a Qualified Pledge under the Pledge Agreement, to be no less than the Minimum Collateral Value on the date of withdrawal.

     (ii) You may decline to withdraw and pay any such interest to LRC when any Default has occurred and is continuing.

NOTE: WE UNDERSTAND THAT YOU MAY BECOME ENTITLED TO LIMIT THE AMOUNT OF, OR DECLINE TO MAKE, ANY WITHDRAWAL AND PAYMENT OF INTEREST EXPECTED

PURSUANT TO THIS NOTICE BY REASON OF THE FOREGOING CONDITIONS. IN THE EVENT, HOWEVER, YOU SHOULD DETERMINE THAT YOU WILL EXERCISE THAT RIGHT, WE ASK THAT YOU PROMPTLY NOTIFY LRC AND ADVISE LRC OF THE REASONS YOU BELIEVE THAT YOU ARE NOT REQUIRED TO WITHDRAW AND PAY THE INTEREST ON THE DEPOSIT ACCOUNT AS PROVIDED ABOVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to each withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit E to Pledge Agreement (Livermore/ Parcel 7) — Page 2

Exhibit F
TO PLEDGE AGREEMENT

NOTICE OF LRC’s REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[_________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Pledge Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/ Parcel 7) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(B) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Accounts and return to LRC the following amount:

                                                             Dollars ($________)

on the following date:

                    , ___

     To assure you that LRC has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, LRC certifies to you that:

     (iii) You may withdraw funds from any number of Deposit Accounts so as to accomplish the withdrawal of an aggregate amount as required by this notice without creating any Collateral Imbalance,

     (iv) Your withdrawal and delivery of the amount specified above to LRC will not cause the Value of the remaining Cash Collateral, which is subject to a Qualified

Pledge under the Pledge Agreement, to be less than the Minimum Collateral Value. After giving effect to such withdrawal, the Cash Collateral remaining in the Deposit Accounts will be:

                                                             Dollars ($________).

     (v) Either:

     (A) the date of withdrawal specified above is the last day of a Base Rent Period (i.e., a Base Rent Date upon which a Base Rent Period will end); or

     (B) the amount of the withdrawal required above is not so large as to require any withdrawal of any interest that has accrued on any of the Deposit Accounts since the latest Base Rent Date preceding such withdrawal.

     (vi) LRC is giving this notice to you at least ten days prior to the expected date of withdrawal specified above.

     (vii) No Event of Default has occurred and is continuing as of the date of this notice, and LRC does not anticipate that a Default will have occurred and be continuing on the date upon which the withdrawal is required.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY LRC IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

     Please remember that the express terms of the Pledge Agreement permit the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit F to Pledge Agreement (Livermore/ Parcel 7) — Page 2

Exhibit G
TO PLEDGE AGREEMENT

NOTICE OF LRC’S REQUIREMENT OF
DIRECT PAYMENT TO BNPPLC

[_________, ___]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Pledge Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Livermore/ Parcel 7) referenced above (the “Pledge Agreement”). This letter constitutes notice to you, as secured party under the Pledge Agreement, that pursuant to subparagraph 5(C) of the Pledge Agreement, LRC requires you to withdraw from the Deposit Account and to retain, as a payment from LRC required by the Purchase Agreement, the following amount:

                                                             Dollars ($_________)

on the following date (which, LRC acknowledges, must be the Designated Sale Date):

_________, ___

     LRC acknowledges that its right to require such withdrawal is subject to the condition that LRC must give this notice to you at least ten days prior to the date of required withdrawal and payment specified above, and also to the condition that no Event of Default (under and as defined in the Pledge Agreement or as defined in the Common Definitions and Provisions Agreement referenced therein) has occurred and is continuing.

     Please remember that the express terms of the Pledge Agreement allow the Deposit Takers to require notice of withdrawal at least seven days before Cash Collateral is to be withdrawn from the Deposit Accounts. Accordingly, you must notify the Deposit Takers seven days prior to the withdrawal of Cash Collateral required by this notice.

Lam Research Corporation
By:
	Name:
	Title:

Exhibit G to Pledge Agreement (Livermore/ Parcel 7) — Page 2

EX-10.140

Exhibit 10.140

CLOSING CERTIFICATE
AND AGREEMENT
(LIVERMORE/PARCEL 7)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Representations, Covenants and Acknowledgments of LRC Concerning the Property			2
	(A)	Prior Inspections and Investigations Concerning the Property		2
	(B)	Title		2
	(C)	Title Insurance		2
	(D)	Condition of the Property		2
	(E)	Environmental Representations		3
	(F)	Cooperation by LRC and its Affiliates		3
	(G)	Compliance with Covenants and Laws		4
2	Representations and Covenants by LRC			4
	(A)	Concerning LRC and the Operative Documents		4
		(1)     Entity Status		4
		(2)     Authority		4
		(3)     Solvency		5
		(4)     Financial Reports		5
		(5)     Pending Legal Proceedings		5
		(6)     No Default or Violation		5
		(7)     Use of Proceeds		6
		(8)     Enforceability		6
		(9)     Pari Passu		6
		(10)   Conduct of Business and Maintenance of Existence		6
		(11)   Investment Company Act, etc		6
		(12)   Not a Foreign Person		7
		(13)   ERISA		7
		(14)   Compliance With Laws		7
		(15)   Payment of Taxes Generally		7
		(16)   Maintenance of Insurance Generally		8
		(17)   Franchises, Licenses, etc		8
		(18)   Labor		8
		(19)   Title to Properties Generally		8
		(20)   Books and Records		9
		(21)   Visitation, Inspection, Etc		9
	(B)	Further Assurances		9
	(C)	OFAC		9
	(D)	Financial Statements; Required Notices; Certificates		9
	(E)	Delay Permitted as to the Delivery of Current Financial Statements		11
	(F)	U.S. Patriot Act		11
	(G)	Omissions		12
3	Financial Covenants and Negative Covenants of LRC			12
	(A)	Financial Covenant — Minimum Liquidity		12
	(B)	Negative Covenants		12
		(2)     Change in Nature of Business		12

TABLE OF CONTENTS
(Continued)

			Page
		(3)     Sales, Etc. of Assets		13
		(4)     Multiemployer ERISA Plans		13
		(5)     Prohibited ERISA Transaction		13
4	Limited Representations and Covenants of BNPPLC			13
	(A)	Concerning Accounting Matters		13
	(B)	Other Limited Representations		16
		(1)     Entity Status		16
		(2)     Authority		16
		(3)     Solvency		16
		(4)     Pending Legal Proceedings		17
		(5)     No Default or Violation		17
		(6)     Enforceability		17
		(7)     Conduct of Business and Maintenance of Existence		17
		(8)     Not a Foreign Person		17
	(C)	No Implied Representations or Promises by BNPPLC		18
5	Usury Savings Provision			18
6	Obligations of LRC Under Other Operative Documents Not Limited by this Agreement			19
7	Waiver of Jury Trial			19

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Permitted Encumbrances
Exhibit C	Quarterly Certificate
Exhibit D	Certificate to be Provided by BNPPLC Re: Accounting

(ii)

CLOSING CERTIFICATE AND AGREEMENT
(LIVERMORE/PARCEL 7)

     This CLOSING CERTIFICATE AND AGREEMENT (LIVERMORE/PARCEL 7) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Also contemporaneously with this Agreement, BNPPLC is acquiring the Land described in Exhibit A and any existing Improvements on the Land pursuant to the Existing Contract.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Construction Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the“Construction Agreement”) and a Lease Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Lease”). Pursuant to the Construction Agreement, BNPPLC is agreeing to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land, which is described in Exhibit A, and the other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) dated as of the Effective Date (the “Purchase Agreement”), pursuant to which LRC may purchase or arrange for the purchase of the Property and BNPPLC may collect a Supplemental Payment from LRC sufficient to cover all or a substantial portion of the Lease Balance not otherwise repaid to BNPPLC from the proceeds of any sale of the Property.

     As a condition to BNPPLC’s acquisition of the Land and its execution of the other Operative Documents, BNPPLC requires the representations and covenants of LRC set out below.

AGREEMENTS

     In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Representations, Covenants and Acknowledgments of LRC Concerning the Property. To induce BNPPLC to purchase the Property from the Prior Owner and to enter into this Agreement and the other Operative Documents, LRC represents, covenants and acknowledges as follows:

     (A) Prior Inspections and Investigations Concerning the Property. LRC has thoroughly inspected, investigated and evaluated the condition of and title to the Property and Applicable Laws which will govern the construction, use and operation of the Property required or permitted by the Operative Documents, as necessary to make the representations concerning the Property set forth in this Agreement and other Operative Documents.

     (B) Title. Because of the conveyance from the Prior Owner to BNPPLC contemporaneously with the execution of this Agreement, good and indefeasible title to the Land and Improvements is currently vested in BNPPLC, subject only to the Permitted Encumbrances, the rights of LRC itself under the Operative Documents and any Liens Removable by BNPPLC. LRC will not, without the prior consent of BNPPLC, create, place or authorize, or through any act or failure to act, acquiesce to or suffer the placing of, any deed of trust, mortgage or other Lien, whether statutory, constitutional or contractual against or covering the Property or any part thereof (other than Permitted Encumbrances and Liens Removable by BNPPLC), regardless of whether the same are expressly or otherwise subordinate to the Operative Documents or BNPPLC’s interest in the Property.

     (C) Title Insurance. Contemporaneously with the execution of this Agreement LRC must provide to BNPPLC a title insurance policy or binder committing the applicable title insurer to issue a title insurance policy covering Land, without the payment of further premiums (as the case may be, the “Title Policy”) in the amount of no less than $46,500,000, in form and substance satisfactory to BNPPLC (including the endorsements which have been requested by BNPPLC), written by one or more title insurance companies satisfactory to BNPPLC and insuring BNPPLC’s fee estate in the Land and Improvements.

     (D) Condition of the Property. The Land described in Exhibit A is the same as the land described in the Title Policy and as shown as Parcel 7 on the plat included as part of the ALTA/ACSM Survey prepared by Kier & Wright, Civil Engineers & Surveyors, Inc., dated September 17, 2007, Job No. A00522-13 (the “Survey”), which survey was delivered to BNPPLC at the request of LRC. All material improvements on the Land as of the Effective Date are as shown on the Survey, and except as shown on the Survey there are no easements or encroachments encumbering or affecting the Property. No part of the Land is within a flood plain as designated by any governmental authority. The Improvements are in good condition, free from latent or patent defects or deficiencies that, either individually or in the aggregate, could materially and adversely affect the use or occupancy of the Property as permitted by the Lease or could reasonably be anticipated to cause injury or death to any person. When the construction contemplated by the Construction Agreement is complete in accordance with plans

approved as described therein, the Property and use thereof permitted by the Lease will comply in all material respects with all Applicable Laws, including laws regarding access and use by disabled persons and local zoning ordinances. Adequate provision has been made (or can be made at a cost that is reasonable in connection with future development of the Land) for the Property to be served by electric, gas, storm and sanitary sewers, sanitary water supply, telephone and other utilities required for the use thereof. All streets, alleys and easements necessary to serve the Property for the construction contemplated by the Construction Agreement or uses permitted by the Lease have been completed and are serviceable. No extraordinary circumstances (including any use of the Land as a habitat for endangered species) exist that would materially and adversely affect such construction or uses of the Property. The Improvements, when constructed as contemplated in the Construction Agreement, will be useable for their intended purpose without the need to obtain any additional easements, rights-of-way or concessions from any third party or parties.

     (E) Environmental Representations. Except as otherwise disclosed in the Environmental Report, to the knowledge of LRC: (i) no Hazardous Substances Activities other than Permitted Hazardous Substance Uses have occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, LRC represents that, to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.

(As used in this and other provisions of the Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, the current officers of LRC having primary responsibility for the negotiation of the Operative Documents and for the facilities which include the Property, respectively. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of LRC”, “LRC’s knowledge” and words of like effect will mean the present actual knowledge of Roch LaBlanc and Jim Pasichuke, or their successors, as the then current officers of LRC having primary responsibility for the administration of the Operative Documents and for the facilities which include the Property.)

     (F) Cooperation by LRC and its Affiliates.

     (1) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreement, and if a use of the Property by BNPPLC or any new Improvements or any removal or

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 3

modification of Improvements proposed by BNPPLC would violate any Permitted Encumbrance or Applicable Law unless LRC or any of its Affiliates, as an owner of adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance, then LRC must give and cause its Affiliates to give such consent or approval or join in such modification.

     (2) After the Designated Sale Date, if neither LRC nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property on the Designated Sale Date pursuant to the Purchase Agreement, and if any Permitted Encumbrance or Applicable Law requires the consent or approval of LRC or any of its Affiliates or of any other Person to an assignment of any interest in the Property by BNPPLC or by any of its successors or assigns, LRC will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPPLC to assist BNPPLC to obtain such consent or approval from the other Person.

     (3) LRC’s obligations under this subparagraph 1(F) will be binding upon any successor or assign of LRC or its Affiliates with respect to the Land and other properties encumbered or benefited by the Permitted Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to LRC or an Applicable Purchaser under the Purchase Agreement, for the benefit of BNPPLC’s assignees.

     (G) Compliance with Covenants and Laws. The construction contemplated by the Construction Agreement and use of the Property permitted by the Lease comply, or will comply after LRC obtains readily available permits (either as the construction manager under the Construction Agreement or as the tenant under the Lease), in all material respects with all Applicable Laws. LRC has obtained or can and will promptly obtain all utility, building, health and operating permits required by any governmental authority or municipality having jurisdiction over the Property for the construction contemplated in the Construction Agreement and the use of the Property permitted by the Lease.

2 Representations and Covenants by LRC. LRC also represents and covenants to BNPPLC as follows:

     (A) Concerning LRC and the Operative Documents.

     (1) Entity Status. LRC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and LRC is duly qualified or registered to do business in the State of California.

     (2) Authority. The Constituent Documents of LRC permit the execution, delivery and performance of the Operative Documents by LRC, and all actions and

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 4

approvals necessary to bind LRC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon LRC when signed on behalf of LRC by Roch LeBlanc, Treasurer of LRC. LRC has all requisite power and all governmental certificates of authority, licenses, permits and qualifications to carry on its business as now conducted and contemplated to be conducted and to perform the Operative Documents.

     (3) Solvency. LRC is not “insolvent” on the Effective Date (that is, the sum of LRC’s absolute and contingent liabilities — including the obligations of LRC under the Operative Documents — does not exceed the fair market value of LRC’s assets), and LRC has no outstanding liens, suits, garnishments or court actions which could render LRC insolvent or bankrupt. LRC’s capital is adequate for the businesses in which LRC is engaged and intends to be engaged. LRC has not incurred (whether by the Operative Documents or otherwise), nor does LRC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to LRC’s knowledge, against LRC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to LRC or any significant portion of LRC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of LRC or similar relief under the federal Bankruptcy Code or any state law.

     (4) Financial Reports. All reports, financial statements and other data furnished by LRC to BNPPLC in connection with the agreements set forth in the Operative Documents are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. Except as described in subparagraph 2(E), no material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of LRC.

     (5) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of LRC, threatened against or affecting LRC or any of its Subsidiaries by or before any court or other Governmental Authority that have or could reasonably be expected to have a Material Adverse Effect. Neither LRC nor any of its Subsidiaries is in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a Material Adverse Effect.

     (6) No Default or Violation. The execution and performance by LRC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which LRC is a party or by which LRC is bound

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 5

or which affects any assets of LRC. Such execution and performance by LRC do not contravene in any material respect any law, order, decree, rule or regulation to which LRC is subject. Further, such execution and performance by LRC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, the Property pursuant to the provisions of any such other agreement.

     (7) Use of Proceeds. In no event will the funds from any Funding Advance be used directly or indirectly for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. LRC represents that LRC is not engaged principally, or as one of LRC’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities.

     (8) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of LRC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (9) Pari Passu. The claims of BNPPLC against LRC under the Operative Documents rank at least pari passu with the claims of all its other unsecured creditors, except those whose claims are preferred solely by any laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events.

     (10) Conduct of Business and Maintenance of Existence. So long as any obligations of LRC under the Operative Documents remain outstanding, LRC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (11) Investment Company Act, etc. LRC is not and will not become, by reason of the Operative Documents or any business or transactions in which it participates voluntarily, (a) an “investment company” or a company “controlled” by an “investment company” (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended), or (b) subject to regulation under the Federal Power Act or any foreign, federal or local statute or regulation limiting LRC’s ability to incur or guarantee indebtedness or obligations, or to pledge its assets to secure indebtedness or obligations, as contemplated by any of the Operative Documents.

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 6

     (12) Not a Foreign Person. LRC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. LRC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

     (13) ERISA. LRC is not and will not become an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The assets of LRC do not and will not in the future constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. LRC is not and will not become a “governmental plan” within the meaning of Section 3(32) of ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, transactions by or with LRC are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. No ERISA Termination Event has occurred with respect to any Plan, and LRC and its Subsidiaries are, to the knowledge of LRC, in compliance with ERISA in all material respects. Neither LRC nor its Subsidiaries are required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. As of the Effective Date no “accumulated funding deficiency” (as defined in Section 412(a) of the Code) exists with respect to any Plan, whether or not waived by the Secretary of the Treasury or his delegate, and there are no Unfunded Benefit Liabilities with respect to any Plan.

     (14) Compliance With Laws. LRC and its Subsidiaries comply and will comply with all Applicable Laws (including environmental laws and ERISA and the rules and regulations thereunder), except (i) when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, (ii) when the necessity of compliance is contested in good faith by appropriate proceedings which do not have and could not reasonably be expected to have a Material Adverse Effect, or (iii) as described in subparagraph 2(E) regarding the late filing of Forms 10K and 10Q by LRC. Neither LRC nor its Subsidiaries have received any notice asserting or describing a material failure on the part of LRC or any Subsidiary to comply with Applicable Laws, other than failures that have been fully rectified by LRC or the Subsidiary, as the case may be, in a manner approved or accepted by Governmental Authorities responsible for the enforcement of the Applicable Laws.

     (15) Payment of Taxes Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect (taking into account any appropriate contest of taxes), LRC and its Subsidiaries have filed and will file all tax declarations, reports and returns which are required by (and in the form required by) Applicable Laws and have paid and will pay all taxes or other charges shown to be due and payable on such declarations, reports and returns and all

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assessments made against it or its assets by any Governmental Authority; and no liens have been filed or established by any Governmental Authority against LRC or its assets or against any Subsidiary or its assets to secure the payment of taxes or assessments that are past due or claimed to be past due.

     (16) Maintenance of Insurance Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have maintained and will maintain insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being the types, and in amounts no less than the amounts, which are customary for such companies under similar circumstances.

     (17) Franchises, Licenses, etc. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and comply with, and will have and will comply with, all franchises, certificates, licenses, permits and other authorizations from Governmental Authorities that are necessary for the ownership, maintenance and operation of its properties and assets.

     (18) Labor. Neither LRC nor any of its Subsidiaries has experienced strikes, labor disputes, slow downs or work stoppages due to labor disagreements that currently have or could reasonably be expected to have a Material Adverse Effect, and to the knowledge of LRC there are no such strikes, disputes, slow downs or work stoppages threatened against it or against any Subsidiary. The hours worked and payment made to employees of LRC and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Applicable Laws dealing with such matters. All material payments due on account of wages or employee health and welfare insurance and other benefits from LRC or from any Subsidiary have been paid or accrued as liabilities on its books.

     (19) Title to Properties Generally. Except when the failure to do so does not have and could not reasonably be expected to have a Material Adverse Effect, LRC and its Subsidiaries have and will have and maintain good and indefeasible fee simple title to or valid leasehold interests in all of its real property and good title to or a valid leasehold interest in all of its other material assets, as such properties and assets are reflected in the most recent financial statements delivered to BNPPLC, other than properties or assets disposed of in the ordinary course of business since such date.

     (20) Books and Records. LRC will keep proper books of record and account,

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containing complete and accurate entries of all its financial and business transactions.

     (21) Visitation, Inspection, Etc. LRC will permit any representative of BNPPLC after reasonable notice (unless a Default has occurred and is continuing, in which case no notice shall be required) during regular business hours to visit and inspect any of LRC’s properties, and to examine and make abstracts from any of its books and records and to discuss with any of its officers, and with its independent public accountants, the affairs, finances and accounts of LRC.

     (B) Further Assurances. LRC will, upon the request of BNPPLC, (i) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Operative Documents and to subject to any of the Operative Documents any property intended by the terms thereof to be covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; (ii) execute, acknowledge, deliver, procure and record or file any document or instrument reasonably requested by BNPPLC to protect its rights in and to the Property against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be reasonably necessary to enable BNPPLC to comply with the requirements or requests of any agency or authority having jurisdiction over it.

     (C) OFAC. None of LRC or any subsidiary or affiliate of LRC: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 15% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Further, none of the proceeds from the Initial Advance or any Construction Advance will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

     (D) Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:

     (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated

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balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);

     (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;

     (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);

     (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;

     (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;

     (6) as soon as practicable and in any event within thirty days after a

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Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;

     (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and

     (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request.

Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at www.lamrc.com or on the SEC’s internet website at www.sec.gov; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days.

BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.

     (E) Delay Permitted as to the Delivery of Current Financial Statements. So long as LRC continues to defer the filing of financial statements to be included its Forms 10K and 10Q with the SEC because of the current ongoing review by LRC’s board of directors (as previously disclosed to BNPPLC), LRC may also defer the delivery of those financial statements to BNPPLC and the Participants. However, no such deferral will excuse LRC from delivering a timely quarterly certificate in the form attached as Exhibit C.

     (F) U.S. Patriot Act. LRC acknowledges that BNPPLC, BNPPLC’s Parent or any Participant may be required, pursuant to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to obtain, verify, record and disclose to law enforcement authorities information that identifies the LRC, including the name and address of

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LRC. LRC will provide to BNPPLC, BNPPLC’s Parent and Participants any such information they may request pursuant to the Patriot Act, and LRC agrees that BNPPLC, BNPPLC’s Parent and Participants may disclose such information to law enforcement authorities if the authorities make a request or demand for disclosure pursuant to the Patriot Act. LRC also acknowledges that, in such event none of BNPPLC, BNPPLC’s Parent or the Participants may be required or even permitted by the Patriot Act to notify LRC of the request or demand for disclosure.

     (G) Omissions. None of LRC’s representations in the Operative Documents or in any other document, certificate or written statement furnished to BNPPLC by or on behalf of LRC contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein (when taken in their entireties) not misleading.

3 Financial Covenants and Negative Covenants of LRC. LRC represents and covenants as follows:

     (A) Financial Covenant — Minimum Liquidity. Throughout the period from the Effective Date to the Designated Sale Date, the sum (without duplication of any item) of the unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) will be no less than $300,000,000.

     (B) Negative Covenants. LRC will not, without the prior consent of BNPPLC in each case, do or permit any of its material Subsidiaries to do any of the following:

     (1) Merger and Consolidation. Merge into or consolidate with or into another Person, except that, subject to any other applicable restrictions in the Operative Documents (including restrictions against sales or transfers of the Property):

     (a) any Subsidiary may merge or consolidate with any other Subsidiary, and any Subsidiary may merge into LRC; and

     (b) LRC may merge or consolidate with any other corporation, if:

     1) LRC continues as the surviving corporation; and

     2) after giving effect to and immediately following such merger or consolidation, no Default or Event of Default occurs or is continuing.

     (2) Change in Nature of Business. Make or do anything that would result in a material change in the nature of the business of LRC and its Subsidiaries, taken as whole,

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as carried on at the Effective Date.

     (3) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of substantially all or substantially all of its assets (in a single transaction or series of related transactions), except that, subject to any other applicable restrictions in the Operative Documents:

     (a) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to LRC or to another Subsidiary; and

     (b) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets if after giving effect to the sale or other disposition, the financial condition of LRC is equal to or better than LRC’s financial condition immediately prior to the sale or other disposition and no Default or Event of Default occurs or is continuing.

     (4) Multiemployer ERISA Plans. Incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

     (5) Prohibited ERISA Transaction. Enter into any transaction which would cause any of the Operative Documents or any related documents executed or accepted by BNPPLC (or any exercise of BNPPLC’s rights hereunder or thereunder) to constitute a non-exempt prohibited transaction under ERISA.

4 Limited Representations and Covenants of BNPPLC

     (A) Concerning Accounting Matters.

     (1) To permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003) (“FIN 46R”), BNPPLC represents that to the knowledge of BNPPLC the fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the Effective Date, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC held within a silo. Further, none of the Properties Leased to LRC are, as of the Effective Date, held within a silo. Consistent with the directions of LRC (based upon the current interpretation of FIN 46R by LRC and its auditors), and for purposes of this representation only:

• “held within a silo” means, with respect to any asset or group of assets leased by BNPPLC to a single lessee or group of affiliated lessees, that BNPPLC has obtained funds in excess of 95% of the

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	fair value of the leased asset or group of assets to acquire or maintain its investment in such asset or group of assets through non-recourse financing or other contractual arrangements (such as targeted equity or bank participations), the effect of which is to leave such asset or group of assets (or proceeds thereof) as the only significant asset or assets of BNPPLC at risk for the repayment of such funds;
•	“fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties (that is, other than in a forced or liquidation sale);
•	with respect to the Properties Leased to LRC (regardless of how BNPPLC accounts for the leases of the Properties Leased to LRC), and with respect to other assets that are subject to leases accounted for by BNPPLC as operating leases pursuant to Financial Accounting Standards Board Statement 13 (“FAS 13”), fair value is determined without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by BNPPLC with LRC or with other parties, that might otherwise impact the fair value of such assets;
•	with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting, recognizing that equity investments made by BNPPLC in its assets subject to leveraged lease accounting should be grossed up in applying this test (however, equity investments made by BNPPLC through another legal entity should not be so grossed up in applying this test);
•	with respect to any assets, other than Properties Leased to LRC, that are subject to leases accounted for by BNPPLC as direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values (considering current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities) of the corresponding finance lease receivables and related unguaranteed

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residual values.

     (2) BNPPLC also represents that BNPPLC’s Parent is, as of the Effective Date, including BNPPLC as a consolidated subsidiary in the audited financial statements issued by BNPPLC’s Parent. BNPPLC’s Parent is joining in the execution of this Closing Certificate solely for the purpose of:

• affirming this representation regarding BNPPLC’s status as a consolidated subsidiary of BNPPLC’s Parent; and

• evidencing its agreement to join with BNPPLC, if asked to do so, in executing any certificate required by the next provision which confirms this representation; provided that the certificate states that BNPPLC’s Parent is executing such certificate solely for the purpose of affirming that this representation continues to be true; and, provided further, that this representation continues to be true as of the date of such certificate.

     (3) BNPPLC covenants that, no less often than once each calendar quarter prior to the Designated Sale Date and otherwise as reasonably requested by LRC from time to time with respect to any accounting period during which the Lease is or was in effect, BNPPLC will provide to LRC confirmation of facts concerning BNPPLC and its assets as necessary to permit LRC to determine the proper accounting for the Lease (including updates of the facts set forth in clauses (1) and (2) above); except that BNPPLC will not be required by this provision to (w) provide any information that is not in the possession or control of BNPPLC or its Affiliates, (x) disclose the specific terms and conditions of its leases or other transactions with other parties or the names of such parties, (y) make disclosures prohibited by any law applicable to BNPPLC or BNPPLC’s Parent, or (z) disclose any other information that is protected from disclosure by confidentiality provisions in favor of such other parties or would be protected if their agreements with BNPPLC contained confidentiality provisions similar in scope and substance to any confidentiality provisions set forth in the Operative Documents for the benefit of LRC or its Affiliates. Without limiting the foregoing, by delivery of a certificate in substantially the form attached hereto as Exhibit D (signed by an officer of BNPPLC), BNPPLC will represent that information provided by it pursuant to this clause is true and complete in all material respects, but only to the knowledge of BNPPLC as of the date the certificate is provided and subject to any exceptions or qualifications that BNPPLC may include in the certificate as necessary to prevent any statement therein from being inaccurate. BNPPLC will endeavor to provide such a certificate promptly as from time to time reasonably requested by LRC. BNPPLC will also endeavor in good faith to notify LRC at least thirty days in advance of any change in circumstances that

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would cause BNPPLC to no longer be able to make the representations set forth in clauses (1) and (2) above, such as a divestiture by BNPPLC’s Parent of its direct or indirect ownership interests in BNPPLC; but BNPPLC will not be liable for any failure to provide such advance notice.

     (4) Although the representations required of BNPPLC by this subparagraph are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or as to other accounting conclusions.

     (B) Other Limited Representations. BNPPLC represents that:

     (1) Entity Status. BNPPLC is a corporation duly incorporated , validly existing and in good standing under the laws of Delaware.

     (2) Authority. The Constituent Documents of BNPPLC permit the execution, delivery and performance of the Operative Documents by BNPPLC, and all actions and approvals necessary to bind BNPPLC under the Operative Documents have been taken and obtained. Without limiting the foregoing, the Operative Documents will be binding upon BNPPLC when signed on behalf of BNPPLC by Lloyd G. Cox, Managing Director of BNPPLC or by Barry Mendelsohn, Director of BNPPLC.

     (3) Solvency. BNPPLC is not “insolvent” on the Effective Date (that is, the sum of BNPPLC’s absolute and contingent liabilities — including the obligations of BNPPLC under the Operative Documents — does not exceed the fair market value of BNPPLC’s assets), and BNPPLC has no outstanding liens, suits, garnishments or court actions which could render BNPPLC insolvent or bankrupt. BNPPLC’s capital is adequate for the businesses in which BNPPLC is engaged and intends to be engaged. BNPPLC has not incurred (whether by the Operative Documents or otherwise), nor does BNPPLC intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. No petition or answer has been filed by or, to BNPPLC’s knowledge, against BNPPLC in bankruptcy or other legal proceedings that seeks an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to BNPPLC or any significant portion of BNPPLC’s property, a reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution of BNPPLC or similar relief under the federal Bankruptcy Code or any state law.

(As used in this provision and other provisions of the Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect mean the present actual

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knowledge of Lloyd G. Cox and Barry Mendelsohn, the current officers of BNPPLC having primary responsibility for the negotiation of the Operative Documents. As used in any future certificate delivered by BNPPLC as required by this Agreement or any other Operative Documents, “knowledge of BNPPLC”, “BNPPLC’s knowledge” and words of like effect will mean the present actual knowledge of Lloyd G. Cox and Barry Mendelsohn, or their successors, as the then current officers of BNPPLC having primary responsibility for the administration of the Operative Documents.)

     (4) Pending Legal Proceedings. No judicial or administrative investigations, actions, suits or proceedings are pending or, to the knowledge of BNPPLC, threatened against or affecting BNPPLC by or before any court or other Governmental Authority. BNPPLC is not in default with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority in a manner that has or could reasonably be expected to have a material adverse effect on BNPPLC or its ability to perform its obligations under the Operative Documents.

     (5) No Default or Violation. The execution and performance by BNPPLC of the Operative Documents do not and will not contravene or result in a breach of or default under any other material agreement to which BNPPLC is a party or by which BNPPLC is bound or which affects any assets of BNPPLC. Such execution and performance by BNPPLC do not contravene in any material respect any law, order, decree, rule or regulation to which BNPPLC is subject. Further, such execution and performance by BNPPLC will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any property of BNPPLC pursuant to the provisions of any such other agreement.

     (6) Enforceability. The Operative Documents constitute the legal, valid and binding obligations of BNPPLC enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights of creditors generally.

     (7) Conduct of Business and Maintenance of Existence. So long as any of the Operative Documents remains in force, BNPPLC will continue to engage in business of the same general type as now conducted by it and will preserve, renew and keep in full force and effect its corporate existence and its rights, privileges and franchises necessary or desirable in the normal conduct of business.

     (8) Not a Foreign Person. BNPPLC is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Code (i.e. BNPPLC is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

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Notwithstanding the foregoing, however or any other provision herein or in other Operative Documents to the contrary, it is understood that LRC is not relying upon BNPPLC for any evaluation of California or local Applicable Laws upon the transactions contemplated in the Operative Documents, and BNPPLC makes no representation and will not make any representation that conditions imposed by zoning ordinances or other state or local Applicable Laws to the purchase, ownership, lease or operation of the Property have been satisfied.

     (C) No Implied Representations or Promises by BNPPLC. LRC acknowledges and agrees that neither BNPPLC nor its representatives or agents have made any representations or promises with respect to the Property or the transactions contemplated in the Operative Documents except as expressly set forth in the Operative Documents, and no rights, easements or licenses are being acquired by LRC from BNPPLC by implication or otherwise, except as expressly set forth in the other Operative Documents.

5 Usury Savings Provision. Notwithstanding anything to the contrary in any of the Operative Documents, BNPPLC does not intend to contract for, charge or collect any amount of money from LRC that constitutes interest in excess of the maximum nonusurious rate of interest, if any, allowed by applicable usury laws (the “Maximum Rate”). BNPPLC and LRC agree that it is their intent in the execution of the Lease, the Purchase Agreement and other Operative Documents to contract in strict compliance with applicable usury laws, if any. In furtherance thereof, BNPPLC and LRC stipulate and agree that none of the provisions of the Lease, the Purchase Agreement or the other Operative Documents shall ever be construed to create a contract requiring compensation for the use, forbearance or detention of money at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Agreement or other Operative Documents which may be in apparent conflict herewith. All interest paid or agreed to be paid by LRC to BNPPLC shall, to the extent permitted by applicable usury laws, be amortized, prorated, allocated, and spread throughout the period that any principal upon which such interest accrues is expected to be outstanding (including without limitation any renewal or extension of the term of the Lease) so that the amount of interest included in such payments does not exceed the maximum nonusurious amount permitted by applicable usury laws. If the Designated Sale Date is accelerated and as a result thereof amounts paid by LRC to BNPPLC as interest are determined to exceed the interest that would have accrued at the Maximum Rate for the period prior to the Designated Sale Date, then BNPPLC shall, at its option, either refund to LRC the amount of such excess or credit such excess as a Qualified Prepayment (and thus reduce the Lease Balance and other amounts, the determination of which depend upon Qualified Prepayments credited to LRC) and thereby shall render inapplicable any and all penalties of any kind provided by applicable usury laws as a result of such excess interest. If BNPPLC receives money (or anything else) that is determined to constitute interest and that would, but for this provision, increase the effective interest rate

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received by BNPPLC under or in connection with the Operative Documents to a rate in excess of the Maximum Rate, then the amount determined to constitute interest in excess of the maximum nonusurious interest shall, immediately following such determination, be returned to LRC or be credited as a Qualified Prepayment, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If BNPPLC does not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and to increase the effective interest rate contracted for or charged to a rate in excess of the Maximum Rate, BNPPLC shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to exceed the Maximum Rate, in which event any and all penalties of any kind under applicable usury law shall be inapplicable. If at any time LRC should have reason to believe that the transactions evidenced by the Operative Documents are in fact usurious, LRC shall promptly give BNPPLC notice of such condition, after which BNPPLC shall have ninety days in which to make appropriate refund or other adjustment in order to correct such condition if it in fact exists.

6 Obligations of LRC Under Other Operative Documents Not Limited by this Agreement. Except as provided above in Paragraph 5, nothing contained in this Agreement will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents. Subject to Paragraph 5, those obligations are intended to be separate, independent and in addition to, and not in lieu of, those established by this Agreement.

7 Waiver of Jury Trial. Each of the parties hereto hereby waives its right to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the other Operative Documents or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims (collectively, the “Claims”). If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, each of the parties hereto hereby consents to the adjudication of all Claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine all issues in such reference, whether fact or law. Each of the parties hereto represents that each has reviewed this waiver and consent and each knowingly and voluntarily waives its jury trial rights and consents to judicial reference following consultation with legal counsel on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein.

[The signature pages follow.]

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 19

     IN WITNESS WHEREOF, this Closing Certificate and Agreement (Livermore/ Parcel 7) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Closing Certificate and Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

The undersigned, BNP Paribas, joins in the execution of this Agreement solely for the purposes stated in subparagraph 4(A), which concerns the status of BNPPLC as a consolidated subsidiary of BNP Paribas.

BNP PARIBAS, a bank organized and existing under the laws of France
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

 Closing Certificate and Agreement (Livermore/ Parcel 7) — Signature Page

Exhibit A

Legal Description

ALL OF PARCEL 7 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE PARCEL MAP 7341 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 268 OF PARCEL MAPS AT PAGE 85, TOGETHER WITH A PORTION OF PARCEL 14 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE MAP OF TRACT 7610 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 293 OF MAPS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER COMMON TO SAID PARCEL 7 AND PARCEL 14;

THENCE ALONG THE BOUNDARY LINE OF SAID PARCEL 7 THE FOLLOWING TEN (10) COURSES:

1. WESTERLY ALONG A NON-TANGENT 1278.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 05° 41’ 02” EAST, THROUGH A CENTRAL ANGLE OF 3° 38’ 58” AN ARC DISTANCE OF 81.402 FEET;

2. ALONG A REVERSE 1022.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 09° 20’ 00” WEST, THROUGH A CENTRAL ANGLE OF 9° 20’ 00” AN ARC DISTANCE OF 166.481 FEET;

3. WEST, 284.906 FEET;

4. NORTH, 666.259 FEET;

5. EASTERLY ALONG A NON-TANGENT 1452.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 01° 01’ 32” EAST, THROUGH A CENTRAL ANGLE OF 15° 46’ 40” AN ARC DISTANCE OF 399.843 FEET;

6. ALONG A REVERSE 29.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 14° 45’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 18.662 FEET;

7. ALONG A REVERSE 21.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 22° 07’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 13.514 FEET;

8. NORTH 75° 14’ 52” EAST, 30.267 FEET;

9. SOUTH 14° 45’ 08” EAST, 77.744 FEET; AND

10. SOUTH, 2.171 FEET,

THENCE LEAVING SAID BOUNDARY LINE OF PARCEL 7, EAST, 26.510 FEET;

THENCE SOUTH, 22.517 FEET;

THENCE EAST, 17.000 FEET;

THENCE SOUTH, 130.001 FEET;

THENCE WEST 27.000 FEET;

THENCE SOUTH, 222.595 FEET;

THENCE EAST, 44.018 FEET;

THENCE SOUTH, 250.002 FEET;

THENCE WEST, 5.526 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 7;

THENCE ALONG SAID EASTERLY LINE SOUTH, 41.262 FEET TO THE POINT OF BEGINNING.

A.P.N. 903-0010-018 and portion of 903-0010-31

 Exhibit A to Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 2

Exhibit B

Permitted Encumbrances

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. THE LAND LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. LL-821, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED JANUARY 6, 2003 IN BOOK 15, PAGE 69 OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, RECORDED JANUARY 6, 2003 AS INSTRUMENT NO. 2003-006161 OF OFFICIAL RECORDS.

     3. A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded DECEMBER 17, 1948 as INSTRUMENT NO. AC95021 IN BOOK 5682, PAGE 186 of Official Records.

     4. An offer of dedication for PUBLIC STORM DRAIN and incidental purposes, recorded NOVEMBER 23, 1998 as INSTRUMENT NO. 98-411265 of Official Records.

To: CITY OF LIVERMORE, A MUNICIPAL CORPORATION

     5. The terms and provisions contained in the document entitled “DEVELOPMENT AGREEMENT NO. 114-97, CAYETANO CORPORATE CAMPUS” recorded APRIL 2, 1999 as INSTRUMENT NO. 99-140252 of Official Records.

Document(s) declaring modifications thereof recorded DECEMBER 20, 1999 as INSTRUMENT NO. 99-449348 of Official Records.

Document(s) declaring modifications thereof recorded SEPTEMBER 25, 2000 as INSTRUMENT NO. 2000-289230 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 30, 2003 as INSTRUMENT NO. 2003-649388 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 18, 2005 as INSTRUMENT NO. 2005-449011 of Official Records.

In connection therewith all obligations under the Development Agreement have been satisfied with the exception of an ongoing obligation under Section 6.4 of DA 114-97 to contribute to a program to provide bus passes to employees of users of a property up to $500 per month as reiterated in a letter dated October 18, 2007 from the Community Development Director of the City of Livermore.

     6. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS” recorded MAY 16, 2001 as INSTRUMENT NO. 2001-166795 of Official Records. A DOCUMENT ENTITLED .AMENDMENT TO AND PARTIAL TERMINATION OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS. RECORDED NOVEMBER 08, 2007 AS INSTRUMENT NO. 2007-390199 OF OFFICIAL RECORDS.

     7. Covenants, conditions, restrictions and easements in the document recorded JANUARY 10, 2002 as INSTRUMENT NO. 2002-017395 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

CONSENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SHEA CENTER LIVERMORE, EXECUTED BY KLA-TENCOR CORPORATION, A DELAWARE CORPORATION, RECORDED JANUARY 10, 2002 AS INSTRUMENT NO. 2002-017396 OF OFFICIAL RECORDS.

NOTE: This title encumbrance is subject to and limited by the terms and provisions contained in the document entitled “Memorandum of Agreement” which is being executed by BNPPLC and others contemporaneously with BNPPLC’s acquisition of the Property from the Prior Owner and recorded in the Official Records.

     8. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	AS SHOWN ON SAID MAP

     9. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PUBLIC UTILITIES AND SIDEWALK and incidental purposes.

     10. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

 Exhibit B to Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 2

For: PRIVATE LANDSCAPE and incidental purposes.

     11. An easement for FLIGHT AND PASSAGE OF AIRCRAFT and incidental purposes, recorded JANUARY 6, 2003 as INSTRUMENT NO. 2003-006165 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION OF THE LAND

     12. An easement for UTILITIES and incidental purposes, recorded JULY 5, 2005 as INSTRUMENT NO. 2005-273742 of Official Records.

In Favor of:	PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
Affects:	A SOUTHEASTERLY PORTION

 Exhibit B to Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 3

Exhibit C

Quarterly Certificate

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Gentlemen:

     This Certificate is furnished pursuant to subparagraph 2(D)(3) of the Closing Certificate and Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 between Lam Research Corporation and BNP Paribas Leasing Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this Certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     The undersigned, being a Responsible Financial Officer of Lam Research Corporation, represents and certifies the following to BNP Paribas Leasing Corporation:

     (a) No Event of Default or material Default by LRC has occurred except as follows:

[If an Event of Default or material Default by LRC has occurred, insert a description of the nature thereof and the action which LRC has taken or proposes to take to rectify it; otherwise, insert the word “none”.]

     (b) The unrestricted cash, unencumbered cash investments and unencumbered marketable securities classified as short term or long term investments according to GAAP of LRC and its Subsidiaries (determined on a consolidated basis) are no less than $300,000,000, as required by subparagraph 3(A) of the Closing Certificate.

     Executed this            day of                     , 20     .

[INSERT SIGNATURE BLOCK FOR A
RESPONSIBLE FINANCIAL OFFICER]

Exhibit D

Certificate of BNPPLC Re: Accounting

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

Gentlemen:

     This certificate is furnished pursuant to subparagraph 4(A) of the Closing Certificate and Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 between BNP Paribas Leasing Corporation and Lam Research Corporation (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate.

     BNP Paribas Leasing Corporation (“ BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:

     (A) The facts disclosed in any financial statements or other documents listed in the Annex attached to this certificate were (as of their respective dates) true and complete in all material respects. Copies of such statements or other documents were provided by or behalf of BNPPLC to LRC prior to the date hereof to permit LRC to determine the appropriate accounting for LRC’s relationship with BNPPLC under FASB Interpretation No. 46, Consolidation of Variable Interest Entities (Revised December 2003).

     (B) The fair value of the Property and of other properties, if any, leased to LRC by BNPPLC (collectively, whether one or more, the “Properties Leased to LRC”) are, as of the date hereof, less than half of the total of the fair values of all assets of BNPPLC, excluding any assets of BNPPLC which are held within a silo. Further, none of the Properties Leased to LRC are, as of the date hereof, held within a silo.

     Although the representations required of BNPPLC by this certificate are intended to cover facts, it is understood and agreed (consistent with subparagraph 4(C) of the Lease) that BNPPLC has not made and will not make any representation or warranty as to the proper accounting by LRC or its Affiliates of the Lease or other Operative Documents or as to other accounting conclusions.

     Executed this            day of                     , 20     .

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

 Exhibit D to Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 2

EX-10.141

Exhibit 10.141

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(LIVERMORE/ PARCEL 7)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

			Page
1	Additional Definitions			2
	“97-1/Default (100%)”			2
	“Adjusted Lease Balance”			2
	“Applicable Purchaser”			2
	“Balance of Unpaid Construction Period Losses”			2
	“BNPPLC’s Actual Out of Pocket Costs”			4
	“Break Even Price”			4
	“Committed Price”			4
	“Conditions to LRC’s Initial Remarketing Rights”			4
	“Cutoff Date”			4
	“Decision Not to Sell at a Loss”			4
	“Deemed Sale”			5
	“Extended Remarketing Period”			5
	“Fair Market Value”			5
	“Final Sale Date”			5
	“Initial Remarketing Notice”			5
	“Initial Remarketing Price”			5
	“Lease Balance”			5
	“LRC’s Extended Remarketing Right”			5
	“LRC’s Initial Remarketing Rights”			6
	“Make Whole Amount”			6
	“Maximum Remarketing Obligation”			6
	“Must Sell Price”			6
	“Notice of Sale”			7
	“Proposed Sale”			7
	“Proposed Sale Date”			7
	“Purchase Option”			7
	“Put Option”			7
	“Qualified Sale”			7
	“Sale Closing Documents”			7
	“Supplemental Payment”			8
	“Supplemental Payment Obligation”			8
	“Valuation Procedures”			8
2	LRC’s Options and Obligations on the Designated Sale Date			8
	(A)	Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation		8
	(B)	Designation of the Purchaser		10
	(C)	Delivery of Property Related Documents If BNPPLC Retains the Property		10
	(D)	Security for LRC’s Purchase Option		10
3	LRC’s Rights, Options and Obligations After the Designated Sale Date			11
	(A)	LRC’s Obligation to Buy if Certain Conditions are Satisfied		11
	(B)	LRC’s Extended Right to Remarket		11

TABLE OF CONTENTS
(Continued)

			Page
	(C)	Deemed Sale On the Second Anniversary of the Designated Sale Date		12
	(D)	LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale		12
4	Transfers By BNPPLC After the Designated Sale Date			13
	(A)	BNPPLC’s Right to Sell		13
	(B)	Survival of LRC’s Rights and the Supplemental Payment Obligation		13
	(C)	Release and Quitclaim by LRC		13
	(D)	Easements and Other Transfers in the Ordinary Course of Business		14
5	Terms of Conveyance Upon Purchase			14
	(A)	Tender of Sale Closing Documents		14
	(B)	Delivery of Escrowed Proceeds		15
6	Survival and Termination of the Rights and Obligations of LRC and BNPPLC			15
	(A)	Election by LRC to Terminate the Supplemental Payment Obligation Prior to the Completion Date		15
	(B)	Status of this Agreement Generally		15
	(C)	Automatic Termination of LRC’s Rights		16
	(D)	Payment Only to BNPPLC		16
	(E)	Preferences and Voidable Transfers		16
	(F)	Remedies Under the Other Operative Documents		17
7	Certain Remedies Cumulative			17
8	Attorneys’ Fees and Legal Expenses			17
9	Recording Memorandum			17
10	Successors and Assigns			17

(ii)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Valuation Procedures
Exhibit C	Form of Deed With Limited Title Warranties
Exhibit D	Bill of Sale and Assignment
Exhibit E	Acknowledgment of Disclaimer of Representations and Warranties
Exhibit F	Secretary=s Certificate
Exhibit G	FIRPTA Statement
Exhibit H	Notice of Election to Terminate the Supplemental Payment Obligation

(iii)

AGREEMENT REGARDING
PURCHASE AND REMARKETING OPTIONS
(LIVERMORE/ PARCEL 7)

     This AGREEMENT REGARDING PURCHASE AND REMARKETING OPTIONS (LIVERMORE/ PARCEL 7) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION (“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     Contemporaneously with this Agreement, at the request of LRC BNPPLC is acquiring the Land described in Exhibit A and any existing Improvements on the Land pursuant to the Existing Contract.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Construction Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the“Construction Agreement”) and a Lease Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Lease”). Pursuant to the Construction Agreement, BNPPLC is agreeing to provide funding for the construction of new Improvements. When the term of the Lease commences, the Lease will cover the Land described in Exhibit A and all Improvements on such Land. (As used herein, “Property” means (i) all of BNPPLC’s interests, including those conveyed to it by the Prior Owner, in the Land and in the Improvements and in all other real and personal property from time to time covered or to be covered by the Lease and included within the “Property” as defined therein, and (ii) BNPPLC’s interest in any Escrowed Proceeds yet to be applied as a Qualified Prepayment or to the cost of repairs to or restoration of the Improvements or other property covered by the Lease; except that, for purposes of this Agreement (but without limiting any provision of the other Operative Documents regarding the application of Escrowed Proceeds), the Property will not include any condemnation or insurance proceeds included in Escrowed Proceeds as a result of any Pre-lease Force Majeure Event, nor will it include any right to receive any such condemnation or insurance proceeds in the future, unless LRC itself or one of its Affiliates purchases the Property from BNPPLC as provided in subparagraphs 2(A)(1) or 3(A)

below.)

     LRC and BNPPLC have agreed on the terms and conditions upon which LRC may elect to purchase or arrange for the purchase of the Property or may be obligated to purchase the Property, and by this Agreement they desire to confirm all such terms and conditions.

AGREEMENTS

1 Additional Definitions. As used in this Agreement, the following terms have the following respective meanings:

“97-1/Default (100%)” means a Default that results from (A) a failure of LRC to make any payment required by any Operative Document, including (i) any 97-10/Prepayment payable as provided in Paragraph 9 of the Construction Agreement, (ii) any other amounts payable under the Construction Agreement because of Covered Construction Period Losses, (iii) any payment of Rent required by the Lease or (iv) any Supplemental Payment required by this Agreement on the Designated Sale Date, or (B) any Hazardous Substance Activities occurring on or about the Land after the Completion Date and on or prior to the Cutoff Date, or (C) any failure of LRC after the Completion Date and on or prior to the Cutoff Date to insure, maintain, operate, repair or return the Property in accordance with all terms and conditions of the Lease, or (D) any failure of LRC to apply insurance or condemnation proceeds received by it with respect to the Property as required by the Operative Documents, or (E) any breach by LRC of subparagraphs 1(B), (D), (E) or (G) of the Closing Certificate. Except as provided in subparagraph 3(A), the characterization of any Default as a 97-1/Default (100%) will not affect the rights or remedies available to BNPPLC because of the Default.

“Adjusted Lease Balance” means a dollar amount equal to the following (but not less than zero):

• the Lease Balance, less

• Pre-lease Force Majeure Losses (if any).

“Applicable Purchaser” means (1) the third party designated by LRC to purchase the Property at any sale arranged by LRC as provided in this Agreement, or (2) the third party designated by BNPPLC as the purchaser at any Qualified Sale not arranged by LRC.

“Balance of Unpaid Construction Period Losses” means, subject to the qualifications set forth below in this definition, an amount equal to the sum of:

(1) the total Losses (if any) that have been incurred or suffered by BNPPLC or other Interested Parties at any time and from time to time prior to the Completion Date

(or, if no Completion Date occurs prior to the Designated Sale Date, then prior to the Designated Sale Date) by reason of, in connection with or arising out of (A) their ownership or alleged ownership of any interest in the Property or the payments required by the Operative Documents, (B) the use or operation of the Property, (C) the negotiation, administration or enforcement of the Operative Documents, (D) the making of Funding Advances, (E) the Construction Project, (F) the breach by LRC of this Agreement or any other Operative Document or any other document executed by LRC in connection herewith, (G) any failure of the Property or LRC itself to comply with Applicable Laws, (H) Permitted Encumbrances, (I) Hazardous Substance Activities, including those occurring prior to Effective Date, or (J) any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever; plus

(2)

interest accruing at the Default Rate, compounded annually, on each payment of any such Losses by BNPPLC or any other Interested Party from the date such payment was made to the Designated Sale Date.

For purposes of computing the Balance of Unpaid Construction Period Losses, Losses as described in clause (1) of this definition will include each reduction (if any) (i) in the Carrying Costs added to the Outstanding Construction Allowance as provided in the Construction Agreement, or (ii) in the Base Rent payable to BNPPLC as provided in the Lease, that results from Pre-lease Force Majeure Losses. In other words, the Losses described in clause (1) will include the additional (if any) Carrying Costs and Base Rent that would have accrued if Pre-lease Force Majeure Losses were set at zero dollars ($0.00) in the formulas set forth in the Construction Agreement and in the Lease for calculating Carrying Costs and Base Rent, respectively.

Notwithstanding the foregoing, however, none of the following will be included in the Balance of Unpaid Construction Period Losses: (i) amounts included in or paid by BNPPLC with the proceeds of the Initial Advance (including Transaction Expenses); (ii) Losses paid or reimbursed from Construction Advances (including Local Impositions, insurance premiums and amounts paid by LRC prior to the Completion Date and reimbursed to it through Construction Advances made pursuant to the Construction Agreement); (iii) any other Losses which LRC has paid prior to the Designated Sale Date or for which LRC remains fully obligated to pay pursuant to the other Operative Documents (including Covered Construction Period Losses paid or payable by LRC pursuant to the Construction Agreement); and (iv) any decline in the value of the Property, including any such decline that is attributable solely to a Pre-lease Force Majeure Event and thus constitutes a Pre-lease Force Majeure Loss.

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 3

Further, in the event BNPPLC or another Interested Party receives and is permitted to retain insurance proceeds paid under any insurance policy maintained by LRC as reimbursement or compensation for Losses that would otherwise be included in the Balance of Unpaid Construction Period Costs, then the Balance of Unpaid Construction Period Costs and the Losses described in clause (2) of this definition will be reduced pro tanto by the amount of such insurance proceeds, effective as of the date such proceeds are paid to BNPPLC or the other Interested Party.

“BNPPLC’s Actual Out of Pocket Costs” means the out-of-pocket costs and expenses, if any, incurred by BNPPLC in connection with a sale of the Property under this Agreement or in connection with the collection of payments due to it under this Agreement (including any Breakage Costs; Attorneys’ Fees; appraisal costs; and income, transfer, withholding or other taxes which do not constitute Excluded Taxes; but not including Excluded Taxes or costs of removing any Lien Removable by BNPPLC).

“Break Even Price” means an amount equal to:

• the Lease Balance, plus

• BNPPLC’s Actual Out of Pocket Costs, and plus

• an amount equal to the Balance of Unpaid Construction Period Losses (if any).

“Committed Price” has the meaning indicated in subparagraph 3(B)(4).

“Conditions to LRC’s Initial Remarketing Rights” has the meaning indicated in subparagraph 2(A)(2)(a).

“Cutoff Date” means the later of the dates upon which (i) the Lease terminates or LRC’s interests in the Property are sold at foreclosure as provided in Exhibit B attached to the Lease, or (ii) LRC surrenders possession and control of the Property and ceases to have the right to use and occupy the Land or Improvements under any of the Operative Documents.

“Decision Not to Sell at a Loss” means a decision by BNPPLC not to sell the Property on the Designated Sale Date to an Applicable Purchaser as provided in subparagraph 2(A)(2), despite LRC’s satisfaction of the Conditions to LRC’s Initial Remarketing Rights.

“Deemed Sale” has the meaning indicated in subparagraph 3(C).

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 4

“Extended Remarketing Period” means a period beginning on the Designated Sale Date and ending on the Final Sale Date.

“Fair Market Value” has the meaning indicated in Exhibit B.

“Final Sale Date” means the earlier of:

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a sale of the Property to LRC because of BNPPLC’s exercise of the Put Option as provided in subparagraph 3(A); or

• any date after the Designated Sale Date upon which BNPPLC conveys the Property to consummate a Qualified Sale, or would have done so but for a material breach of this Agreement by LRC (including any breach of its obligation to make any Supplemental Payment required in connection with such Qualified Sale); or

• the second anniversary of the Designated Sale Date, which will be the date of a Deemed Sale as provided in subparagraph 3(C) if no earlier date qualifies as the Final Sale Date and the entire Property is not sold by BNPPLC to LRC or an Applicable Purchaser prior to the second anniversary of the Designated Sale Date.

“Initial Remarketing Notice” means a notice delivered to BNPPLC by LRC prior to the Designated Sale Date in which LRC confirms LRC’s decision to exercise LRC’s Initial Remarketing Rights and the amount of the Initial Remarketing Price.

“Initial Remarketing Price” means the cash price set forth in an Initial Remarketing Notice delivered by LRC to BNPPLC as the price for which LRC has arranged a sale of the Property on the Designated Sale Date to an Applicable Purchaser which is not an Affiliate of LRC. Such price may be any price negotiated by the Applicable Purchaser in good faith and on an arms length basis with LRC.

“Lease Balance” means the Lease Balance (as defined in the Common Definitions and Provisions Agreement) on the Designated Sale Date, but computed without deduction for any Supplemental Payment or other amount paid to BNPPLC pursuant to this Agreement on the Designated Sale Date.

“LRC’s Extended Remarketing Right” has the meaning indicated in subparagraph 3(B).

“LRC’s Initial Remarketing Rights” has the meaning indicated in

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subparagraph 2(A)(2).

“Make Whole Amount” means the sum of the following:

     (1) the amount (if any) by which the Lease Balance exceeds the following, as applicable: (a) any 97-10/Prepayment paid to BNPPLC on or before the Designated Sale Date, or (b) any Supplemental Payment which was actually paid to BNPPLC on the Designated Sale Date; together with interest on such excess computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (2) any unpaid Base Rent or other amounts due to BNPPLC pursuant to the other Operative Documents; plus

     (3) BNPPLC’s Actual Out of Pocket Costs; plus

     (4) an amount equal to the Balance of Unpaid Construction Period Losses (if any), together with interest on thereon computed at the Default Rate for the period commencing on the Designated Sale Date and ending on the Final Sale Date; plus

     (5) the amount, but not less than zero, by which (i) all Local Impositions, insurance premiums and other Losses of every kind suffered or incurred by BNPPLC (whether or not reimbursed in whole or in part by another Interested Party) with respect to the ownership, operation or maintenance of the Property during the Extended Remarketing Period, exceeds (ii) any rents or other sums collected by BNPPLC during such period from third parties as consideration for any lease or other contracts made by BNPPLC that authorize the use and enjoyment of the Property by such parties; together with interest on such excess computed at the Default Rate for each day prior to the Final Sale Date.

“Maximum Remarketing Obligation” means a dollar amount equal to 85.88% of the Adjusted Lease Balance.

“Must Sell Price” means, with respect to any Proposed Sale arranged by LRC pursuant to subparagraph 3(B), a cash price to BNPPLC equal to the Make Whole Amount, computed as of the Proposed Sale Date applicable to such Proposed Sale, plus all reimbursements or payments by BNPPLC to LRC that will be required by clause (4) of subparagraph 3(D) in connection with the Proposed Sale.

“Notice of Sale” has the meaning indicated in subparagraph 3(B)(4).

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“Proposed Sale” has the meaning indicated in subparagraph 3(B).

“Proposed Sale Date” has the meaning indicated in subparagraph 3(B)(4).

“Purchase Option” has the meaning indicated in subparagraph 2(A)(1).

“Put Option” has the meaning indicated in subparagraph 3(A).

“Qualified Sale” means any (1) Deemed Sale as described in subparagraph 3(C), or (2) actual sale (prior to any such Deemed Sale) of all or substantially all of the Property to an Applicable Purchaser that occurs after the Designated Sale Date and that:

• results from LRC’s exercise of LRC’s Extended Remarketing Right as described in subparagraph 3(B); or

• is approved in advance as a Qualified Sale by LRC; or

• is to a third party and, if it is completed by a conveyance from BNPPLC prior to six months after the Designated Sale Date, is for a price not less than the least of the following amounts:

(a)	the lowest price at which BNPPLC will be obligated, pursuant to clause (4) of subparagraph 3(D), to reimburse to LRC (i) the entire amount of any Supplemental Payment theretofore made by LRC to BNPPLC, or (ii) if no such Supplemental Payment has been made, but LRC has theretofore made a 97-10/Prepayment to BNPPLC, the entire amount of such 97-10/Prepayment; or
(c)	90% of the Fair Market Value of the Property.

“Sale Closing Documents” means the following documents, which BNPPLC must tender pursuant to Paragraph 5(A) to consummate any sale of the Property pursuant to this Agreement: (1) a Deed With Limited Title Warranties in the form attached as Exhibit C, (2) a Bill of Sale and Assignment in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties in the form attached as Exhibit E, (4) a Secretary’s Certificate in the form attached as Exhibit F, and (5) a certificate concerning tax withholding in the form attached as Exhibit G.

“Supplemental Payment” has the meaning indicated in subparagraph 2(A)(3).

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“Supplemental Payment Obligation” has the meaning indicated in subparagraph 2(A)(3).

“Valuation Procedures” means procedures set forth in Exhibit B, which are to be followed in the event a determination of the Fair Market Value of the Property is required by this Agreement.

2 LRC’s Options and Obligations on the Designated Sale Date.

     (A) Purchase Option; Initial Remarketing Rights; Supplemental Payment Obligation. Whether or not an Event of Default has occurred and is continuing, but subject to Paragraph 6 below:

     (1) LRC will have the right (the “Purchase Option”) to purchase or cause an Affiliate of LRC, as the Applicable Purchaser, to purchase the Property on the Designated Sale Date. If LRC exercises the Purchase Option, the purchase price for the Property will equal the Lease Balance, and on the Designated Sale Date LRC must pay any Base Rent or other amounts then due under the other Operative Documents.

     (2) If LRC does not exercise the Purchase Option, LRC will have the following rights (collectively, “LRC’s Initial Remarketing Rights”):

     (a) First, LRC will have the right to designate a third party, other than an Affiliate of LRC, as the Applicable Purchaser and to cause such Applicable Purchaser to purchase the Property on the Designated Sale Date for a cash price equal to the Initial Remarketing Price. Such right, however, will be subject to the conditions (the “Conditions to LRC’s Initial Remarketing Rights”) that (i) LRC deliver an Initial Remarketing Notice to BNPPLC within the thirty days prior to the Designated Sale Date, (ii) on the Designated Sale Date the Applicable Purchaser tenders to BNPPLC a payment equal to the Initial Remarketing Price, and (iii) LRC itself tenders to BNPPLC the Supplemental Payment, if any, which will be required by subparagraph 2(A)(3) in the event BNPPLC completes the sale to the Applicable Purchaser, together with any Base Rent or other amounts then due under the other Operative Documents. Further, notwithstanding the satisfaction of the Conditions to LRC’s Initial Remarketing Rights on the Designated Sale Date, if the Break Even Price exceeds the sum of the following: (1) any cash price actually tendered directly to BNPPLC by the Applicable Purchaser on the Designated Sale Date, and (2) any Supplemental Payment actually paid to BNPPLC by LRC on the Designated Sale Date as described

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below, then BNPPLC may affirmatively elect to decline any tender of the purchase price from the Applicable Purchaser and retain the Property rather than sell it pursuant to this subparagraph 2(A)(2) by making a Decision Not to Sell at a Loss.

     (b) Second, if LRC elects to cause and does cause an Applicable Purchaser who is not an Affiliate of LRC to purchase the Property on the Designated Sale Date and the cash payment actually received by BNPPLC from the Applicable Purchaser as the purchase price exceeds the Break Even Price, then BNPPLC will pay the excess to LRC or as otherwise required by Applicable Law.

     (3) If for any reason whatsoever BNPPLC does not receive a cash price (calculated prior to any netting of expenses of BNPPLC) for the Property on the Designated Sale Date equal to or in excess of the Break Even Price in connection with a sale made pursuant to subparagraph 2(A)(1) or subparagraph 2(A)(2)(a), then LRC will have the obligation (the “Supplemental Payment Obligation”) to pay to BNPPLC on the Designated Sale Date a supplemental payment (the “Supplemental Payment”) equal to the amount by which the Break Even Price exceeds any such cash price actually received by BNPPLC on the Designated Sale Date; provided, however, unless LRC exercises the Purchase Option, if such excess is greater than the Maximum Remarketing Obligation, the Supplemental Payment will be limited to an amount equal to the Maximum Remarketing Obligation.

Without limiting the generality of the foregoing, LRC must (unless excused by subparagraph 6(A) below) make the Supplemental Payment even if BNPPLC does not sell the Property to LRC or an Applicable Purchaser on the Designated Sale Date because of (A) a Decision Not to Sell at a Loss, or (B) a failure of LRC to exercise, or a decision by LRC not to exercise, the Purchase Option or LRC’s Initial Remarketing Rights, or (C) a failure of LRC or any Applicable Purchaser to tender the price required by the forgoing provisions on the Designated Sale Date following any exercise of or attempt by LRC to exercise the Purchase Option or LRC’s Initial Remarketing Rights.

LRC acknowledges that it is undertaking the Supplemental Payment Obligation in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon any purchase of the Property by LRC or an Applicable Purchaser. If any Supplemental Payment due according to this subparagraph 2(A)(3) is not actually paid to BNPPLC on the Designated Sale Date, then LRC must pay interest on the past due amount computed at the Default Rate.

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LRC also acknowledges that payment of a Supplemental Payment will not excuse it from its obligation to pay any Base Rent or other amounts due under any of the other Operative Documents.

     (B) Designation of the Purchaser. To give BNPPLC the opportunity before the Designated Sale Date to prepare the Sale Closing Documents, LRC must, by a notice to BNPPLC given at least ten days prior to the Designated Sale Date, specify irrevocably, unequivocally and with particularity any party who will purchase the Property because of LRC’s exercise of its Purchase Option or of LRC’s Initial Remarketing Rights. If LRC fails to do so, BNPPLC may postpone the delivery of the Sale Closing Documents until a date after the Designated Sale Date and not more than ten days after LRC finally does so specify a party, but such postponement will not relieve or postpone the obligation of LRC to make a Supplemental Payment on the Designated Sale Date as provided in subparagraph 2(A)(3).

     (C) Delivery of Property Related Documents If BNPPLC Retains the Property. Unless LRC or its Affiliate or another Applicable Purchaser purchases the Property pursuant to subparagraph 2(A), promptly after the Designated Sale Date LRC must deliver and assign to BNPPLC all plans and specifications for the Property previously prepared for LRC or otherwise available to LRC (including those prepared in connection with the construction contemplated by the Construction Agreement), together with all other files, documents and permits of LRC (including any Existing Space Leases and subleases then in force) which may be necessary or useful to any future owner’s or occupant’s use of the Property. Without limiting the foregoing, LRC will transfer or arrange the transfer to BNPPLC of all utility, building, health and other operating permits required by any municipality or other governmental authority having jurisdiction over the Property for uses of the Property permitted by the Lease or for any remaining construction required to complete the Improvements contemplated by the Construction Agreement if neither LRC nor any Affiliate or other Applicable Purchaser purchases the Property pursuant to subparagraph 2(A).

     (D) Security for LRC’s Purchase Option. If (contrary to the intent of the parties as expressed in subparagraph 4(C) of the Lease) it is determined that LRC is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Property and the borrower from BNPPLC in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from BNPPLC as provided in subparagraph 2(A)(1), then the parties intend that the Purchase Option be secured by a lien against and security interest in the Property. Accordingly, BNPPLC does hereby grant to LRC a lien against and security interest in the Property, including all rights, title and interests of BNPPLC from time to time in and to the Land and Improvements, in order to secure (1) BNPPLC’s obligation to convey the Property to LRC or an Affiliate designated by it if LRC exercises the Purchase Option and tenders payment of the Lease Balance and any required Supplemental Payment to

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BNPPLC on the Designated Sale Date as provided herein, and (2) LRC’s right to recover any damages from BNPPLC caused by a breach of such obligation, including any such breach caused by a rejection or termination of this Agreement in any bankruptcy or insolvency proceeding instituted by or against BNPPLC, as debtor. LRC may enforce such lien and security interest judicially after any such breach by BNPPLC, but not otherwise.

3 LRC’s Rights, Options and Obligations After the Designated Sale Date.

     (A) LRC’s Obligation to Buy if Certain Conditions are Satisfied. Regardless of any prior Decision Not to Sell at a Loss or any prior receipt by BNPPLC of any Notice of Sale from LRC, BNPPLC will have the option (the “Put Option”) to require LRC to purchase the Property upon demand at any time after the Designated Sale Date for a cash price equal to the Make Whole Amount if:

     (1) BNPPLC has not already conveyed the Property to consummate a sale of the Property to LRC or an Applicable Purchaser pursuant to other provisions of this Agreement; and

     (2) a 97-1/Default (100%) occurs or is continuing on or after the Designated Sale Date; and

     (3) BNPPLC notifies LRC of BNPPLC’s exercise of the Put Option within two years following the Designated Sale Date.

     (B) LRC’s Extended Right to Remarket. If the Property is not sold to LRC or an Applicable Purchaser on the Designated Sale Date pursuant to this Agreement, LRC will have the right (“LRC’s Extended Remarketing Right”) during the Extended Remarketing Period to arrange a sale of the Property to an Applicable Purchaser, other than an Affiliate of LRC, for a price equal to or in excess of the Must Sell Price (a “Proposed Sale”). LRC’s Extended Remarketing Right will, however, be subject to all of the following conditions:

     (1) BNPPLC has not exercised the Put Option as provided in subparagraph 3(A) or already contracted with another Applicable Purchaser to convey the Property in connection with a Qualified Sale.

     (2) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(C) because of LRC’s failure to pay any required Supplemental Payment.

     (3) LRC’s Extended Remarketing Right is not terminated pursuant to subparagraph 6(C) because of LRC’s failure to pay any required 97-10/Prepayment.

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     (4) LRC must have provided a notice to BNPPLC (a “Notice of Sale”) setting forth (i) the date proposed by LRC as the Final Sale Date (the “Proposed Sale Date”), which must be no sooner than thirty days after BNPPLC’s receipt of the Notice of Sale and no later than the last Business Day of the Extended Remarketing Period, (ii) the full legal name of the Applicable Purchaser and such other information as is needed to prepare the Sale Closing Documents, and (iii) the cash price that will be tendered to BNPPLC for the Property (the “Committed Price”).

     (5) The Committed Price must be no less than the Must Sell Price, computed as of the Proposed Sale Date.

     (C) Deemed Sale On the Second Anniversary of the Designated Sale Date. If no date prior to the second anniversary of the Designated Sale Date qualifies as the Final Sale Date, then on the second anniversary of the Designated Sale Date BNPPLC will, for purposes of the next subparagraph, be deemed to have sold the Property (a “Deemed Sale”) to an Applicable Purchaser at a Qualified Sale for a net cash price equal to its Fair Market Value as determined as of the Designated Sale Date.

     (D) LRC’s Right to Share in Sales Proceeds Received By BNPPLC From any Qualified Sale. BNPPLC must apply the cash proceeds received by BNPPLC from any Qualified Sale (regardless of whether the sale is arranged by LRC as provided in subparagraph 3(B) or by BNPPLC itself), or deemed to be received in connection with any Deemed Sale, in the following order of priority:

     (1) first, to pay or reimburse to BNPPLC BNPPLC’s Actual Out of Pocket Costs, if any, incurred in connection with the Qualified Sale;

     (2) second, to pay or reimburse to BNPPLC any local taxes and impositions and costs of utilities, maintenance, operations, insurance premiums, uninsured losses and business park fees suffered or incurred by BNPPLC with respect to the ownership, operation or maintenance of the Property after the Designated Sale Date, together with interest on such amounts computed at the Default Rate from the date paid or incurred to the date reimbursed from sales proceeds;

     (3) third, to pay to BNPPLC an amount equal to the difference, if any, computed by subtracting (i) the aggregate payments, if any, previously paid by LRC to BNPPLC as a 97-10/Prepayment or as a Supplemental Payment, from (ii) the Adjusted Lease Balance;

     (4) fourth, to reimburse LRC for any 97-10/Prepayment or Supplemental

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Payment previously made by LRC to BNPPLC and to pay interest accruing thereon to LRC during the period from the date LRC previously paid such 97-10/Prepayment or Supplemental Payment, as the case may be, to the date of reimbursement, computed at a floating per annum rate equal to LIBID; and

     (5) last, if any such cash proceeds exceed all the payments and reimbursements that are required or may be required as described in the preceding clauses of this subparagraph, BNPPLC may retain the excess.

If, however, BNPPLC completes any sale and conveyance of the Property after the Extended Remarketing Period expires or is terminated, BNPPLC will not be required by this subparagraph to share any proceeds of the sale or conveyance with LRC or any other party claiming through or under LRC. Furthermore, unless and except to the extent required pursuant to clause (4) of this subparagraph from cash proceeds received by BNPPLC from any Qualified Sale or deemed to be received in connection with a Deemed Sale, no interest on any 97-10/Prepayment or Supplemental Payment will be paid to LRC.

4 Transfers By BNPPLC After the Designated Sale Date.

     (A) BNPPLC’s Right to Sell. At any time after the Designated Sale Date, if the Property has not already been sold and conveyed by BNPPLC pursuant to Paragraph 2 or Paragraph 3, BNPPLC will have the right to sell the Property or offer the Property for sale to any unrelated third party on any terms believed to be appropriate by BNPPLC in its sole good faith business judgment.

     (B) Survival of LRC’s Rights and the Supplemental Payment Obligation. If the Property is not sold on the Designated Sale Date, and if BNPPLC completes a sale or other transfer of the Property after the Designated Sale Date, other than a Qualified Sale, the Supplemental Payment Obligation will survive in favor of BNPPLC’s successors and assigns with respect to the Property (unless it has been terminated as provided in subparagraph 6(A) below); and BNPPLC’s successors and assigns will take the Property subject to LRC’s rights under Paragraph 3, all on the same terms and conditions as would have applied to BNPPLC itself if BNPPLC had not transferred or sold the Property. Without limiting the foregoing, any purchaser that acquires the Property from BNPPLC during the Extended Remarketing Period, other than at a Qualified Sale, will be obligated to distribute proceeds of a subsequent Qualified Sale of the Property as described in the subparagraph 3(D) in the same manner and to the same extent that BNPPLC itself would have been obligated if not for the sale by BNPPLC to the purchaser.

     (C) Release and Quitclaim by LRC. If requested by BNPPLC at the time of or after

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any Qualified Sale, LRC will execute in favor of the purchaser at the Qualified Sale (or, if the Qualified Sale is a Deemed Sale, in favor of BNPPLC) a quitclaim and release in recordable form of all of LRC’s rights, titles and interests in the Property. If, however, LRC has not already received the share (if any) of the proceeds of the Qualified Sale to which it is entitled by reason of clause (3) of subparagraph 3(D), LRC may condition the delivery of such quitclaim and release upon receipt of its share of such proceeds.

     (D) Easements and Other Transfers in the Ordinary Course of Business. No “Permitted Transfer” described in clause (5) (the last clause) of the definition thereof in the Common Definitions and Provisions Agreement will constitute a Qualified Sale if it covers less than all or substantially all of BNPPLC’s then existing interests in the Property. Any such Permitted Transfer of less than all or substantially all of BNPPLC’s then existing interests in the Property will not be prohibited by this Agreement during the Extended Remarketing Period or otherwise; provided, however, any such Permitted Transfer not made in the ordinary course of business, will be made subject to LRC’s rights under Paragraph 3. Thus, for example, if the Property is not sold by BNPPLC to an Applicable Purchaser on the Designated Sale Date, then at any time after the Designated Sale Date BNPPLC may in the ordinary course of business convey a utility easement or a lease of space in the Improvements free from LRC’s rights under Paragraph 3, although following the conveyance of the lesser estate, LRC’s rights under Paragraph 3 will continue during the Extended Remarketing Period as to BNPPLC’s remaining interest in the Land and the Improvements.

5 Terms of Conveyance Upon Purchase.

     (A) Tender of Sale Closing Documents. As necessary to consummate any sale of the Property to LRC or an Applicable Purchaser pursuant to this Agreement, BNPPLC must, subject to any postponement permitted by subparagraph 2(B), promptly after the tender of the purchase price and any other payments to BNPPLC required pursuant to Paragraph 2 or Paragraph 3, as applicable, convey the Property to LRC or the Applicable Purchaser, as the case may be, by BNPPLC’s execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPPLC will be subject to the Permitted Encumbrances and any other encumbrances that do not constitute Liens Removable by BNPPLC, and such conveyance will not include the rights of BNPPLC or other Interested Parties under the indemnities provided in the Operative Documents. The costs, both foreseen and unforeseen, of any purchase by LRC or an Applicable Purchaser will be the responsibility of the purchaser to the extent (if any) not included in any Break Even Price or Make Whole Amount actually paid to BNPPLC. If for any reason BNPPLC fails to tender the Sale Closing Documents as required by this subparagraph 5(A), BNPPLC will have the right and obligation to cure such failure at any time before thirty days after receipt of a demand for such cure from LRC.

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     (B) Delivery of Escrowed Proceeds. BNPPLC may deliver any Escrowed Proceeds constituting Property directly to LRC or to any Applicable Purchaser purchasing the Property pursuant to this Agreement notwithstanding any prior actual or attempted conveyance or assignment by LRC, voluntary or otherwise, of any right to receive the same; BNPPLC will not be responsible for the proper distribution or application by LRC or any Applicable Purchaser of any such Escrowed Proceeds; and any such payment of Escrowed Proceeds to LRC or an Applicable Purchaser will discharge any obligation of BNPPLC to deliver the same to all Persons claiming an interest therein.

6 Survival and Termination of the Rights and Obligations of LRC and BNPPLC.

     (A) Election by LRC to Terminate the Supplemental Payment Obligation Prior to the Completion Date. By delivery of a notice to BNPPLC in the form attached as Exhibit H, LRC may terminate its Supplemental Payment Obligation, but only prior to the Completion Date and only if at the time of such exercise (1) LRC has given (and not rescinded) a Notice of LRC’s Intent to Terminate as provided in the Construction Agreement, or (2) BNPPLC has given any FOCB Notice as provided in the Construction Agreement. (If for any reason LRC does not provide to BNPPLC a notice terminating the Supplemental Payment Obligation as described in the preceding sentence prior to the Completion Date, then without any notice or other action by the parties to this Agreement, LRC will cease to have any right to terminate the Supplemental Payment Obligation.) If LRC does send a notice to BNPPLC in the form attached as Exhibit H, such notice will (as provided therein) constitute an irrevocable and absolute waiver by LRC of LRC’s rights to purchase the Property or to cause any of its Affiliates to purchase the Property pursuant to this Agreement. However, no such notice will terminate BNPPLC’s right to exercise the Put Option, which BNPPLC may exercise if LRC fails to make a 97-10/Prepayment required by the Construction Agreement.

     (B) Status of this Agreement Generally. Except as expressly provided in the preceding subparagraph or other provisions of this Agreement, this Agreement will not terminate; nor will LRC have any right to terminate this Agreement; nor will LRC be entitled to any reduction of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and LRC are parties, (vi) the

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inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) LRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and LRC.

     (C) Automatic Termination of LRC’s Rights. If LRC fails to pay the full amount of any 97-10/Prepayment required by the Construction Agreement or any Supplemental Payment required by subparagraph 2(A)(3) on the date it is due, then the Purchase Option, LRC’s Initial Remarketing Rights, LRC’s Extended Remarketing Right and all other rights of LRC under this Agreement, will terminate automatically. If, however, prior to the Designated Sale Date LRC effectively terminates the Supplemental Payment Obligation pursuant to subparagraph 6(A) by the delivery of a notice to BNPPLC in the form attached as Exhibit H, so that LRC is excused from the obligation to make any Supplemental Payment pursuant to subparagraph 2(A)(3), then LRC’s Extended Remarketing Right will not terminate pursuant to this subparagraph 6(C) because of LRC’s failure to pay a Supplemental Payment, but rather will survive the delivery of such notice. In any event, no termination of LRC’s rights as described in this subparagraph will limit BNPPLC’s rights or remedies, including its right to sue LRC for any 97-10/Prepayment or other amounts due from LRC pursuant to any of the other Operative Documents, or BNPPLC’s right to exercise the Put Option.

     (D) Payment Only to BNPPLC. Except as provided in this subparagraph, all amounts payable under this Agreement by LRC and, if applicable, by an Applicable Purchaser must be paid directly to BNPPLC. If paid to other parties, such payments will not be effective for purposes of this Agreement.

     (E) Preferences and Voidable Transfers. If any payment to BNPPLC by an Applicable Purchaser is held to constitute a preference or a voidable transfer under Applicable Laws, or must for any other reason be refunded by BNPPLC to the Applicable Purchaser or to another Person, and if such payment to BNPPLC reduced or had the effect of reducing a payment required of LRC by this Agreement (e.g., the Supplemental Payment) or increased or had the effect of increasing any sale proceeds paid over to LRC pursuant to subparagraph 2(A)(2)(b) or pursuant to subparagraph 3(D), then LRC must pay to BNPPLC upon demand an amount equal to the reduction of the payment required of LRC or to the

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increase of the excess sale proceeds paid to LRC, as applicable, and this Agreement will continue to be effective or will be reinstated as necessary to permit BNPPLC to enforce its right to collect such amount from LRC.

     (F) Remedies Under the Other Operative Documents. No repossession of or re-entering upon the Property or exercise of any other remedies available to BNPPLC under the other Operative Documents will terminate LRC’s rights or obligations under this Agreement, all of which will survive BNPPLC’s exercise of remedies under the other Operative Documents. LRC acknowledges that the consideration for this Agreement is separate from and independent of the consideration for the Construction Agreement, the Lease, the Closing Certificate and other agreements executed by the parties, and LRC’s obligations under this Agreement will not be affected or impaired by any event or circumstance that would excuse LRC from performance of its obligations under such other Operative Documents.

7 Certain Remedies Cumulative. No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy BNPPLC has with respect to the Property, and each and every right and remedy of BNPPLC will be cumulative and in addition to any other right or remedy given to it under this Agreement or now or hereafter existing in its favor at law or in equity. In addition to other remedies available under this Agreement, either party may obtain a decree compelling specific performance of any of the other party’s agreements hereunder.

8 Attorneys’ Fees and Legal Expenses. If either party commences any legal action or other proceeding because of any breach of this Agreement by the other party, then the party prevailing in such action or proceeding shall be entitled to recover all Attorneys’ Fees incurred by it in connection therewith from the other party, whether or not such controversy, claim or dispute is prosecuted to a final judgment. Any Attorneys’ Fees incurred by the party prevailing in enforcing a judgment in its favor under this Agreement shall be recoverable separately from such judgment, and the obligation for such Attorneys’ Fees is intended to be severable from other provisions of this Agreement and not to be merged into any such judgment.

9 Recording Memorandum. Contemporaneously with the execution of this Agreement, the parties will execute and record a memorandum of this Agreement for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder, including the lien granted to it in subparagraph ? above.

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 17

10 Successors and Assigns. The terms, provisions, covenants and conditions hereof will be binding upon LRC and BNPPLC and their respective permitted successors and assigns and will inure to the benefit of LRC and BNPPLC and all permitted transferees, mortgagees, successors and assignees of LRC and BNPPLC with respect to the Property; except that (A) the rights of BNPPLC hereunder will not pass to LRC or any Applicable Purchaser or any subsequent owner claiming through LRC or an Applicable Purchaser, (B) BNPPLC will not assign this Agreement or any rights hereunder except pursuant to a Permitted Transfer, and (C) LRC will not assign this Agreement or any rights hereunder without the prior written consent of BNPPLC.

[The signature pages follow.]

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 18

     IN WITNESS WHEREOF, this Agreement Regarding Purchase and Remarketing Options is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Agreement Regarding Purchase and Remarketing Options dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Signature Page

Exhibit A

Legal Description

ALL OF PARCEL 7 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE PARCEL MAP 7341 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 268 OF PARCEL MAPS AT PAGE 85, TOGETHER WITH A PORTION OF PARCEL 14 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE MAP OF TRACT 7610 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 293 OF MAPS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER COMMON TO SAID PARCEL 7 AND PARCEL 14;

THENCE ALONG THE BOUNDARY LINE OF SAID PARCEL 7 THE FOLLOWING TEN (10) COURSES:

1. WESTERLY ALONG A NON-TANGENT 1278.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 05° 41’ 02” EAST, THROUGH A CENTRAL ANGLE OF 3° 38’ 58” AN ARC DISTANCE OF 81.402 FEET;

2. ALONG A REVERSE 1022.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 09° 20’ 00” WEST, THROUGH A CENTRAL ANGLE OF 9° 20’ 00” AN ARC DISTANCE OF 166.481 FEET;

3. WEST, 284.906 FEET;

4. NORTH, 666.259 FEET;

5. EASTERLY ALONG A NON-TANGENT 1452.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 01° 01’ 32” EAST, THROUGH A CENTRAL ANGLE OF 15° 46’ 40” AN ARC DISTANCE OF 399.843 FEET;

6. ALONG A REVERSE 29.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 14° 45’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 18.662 FEET;

7. ALONG A REVERSE 21.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 22° 07’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 13.514 FEET;

8. NORTH 75° 14’ 52” EAST, 30.267 FEET;

9. SOUTH 14° 45’ 08” EAST, 77.744 FEET; AND

10. SOUTH, 2.171 FEET,

THENCE LEAVING SAID BOUNDARY LINE OF PARCEL 7, EAST, 26.510 FEET;

THENCE SOUTH, 22.517 FEET;

THENCE EAST, 17.000 FEET;

THENCE SOUTH, 130.001 FEET;

THENCE WEST 27.000 FEET;

THENCE SOUTH, 222.595 FEET;

THENCE EAST, 44.018 FEET;

THENCE SOUTH, 250.002 FEET;

THENCE WEST, 5.526 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 7;

THENCE ALONG SAID EASTERLY LINE SOUTH, 41.262 FEET TO THE POINT OF BEGINNING.

A.P.N. 903-0010-018 and portion of 903-0010-31

Exhibit A to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

Exhibit B

Valuation Procedures

     This Exhibit explains the procedures to be used to determine Fair Market Value of the Property if such a determination is required by this Agreement. In such event, either party may invoke the procedures set out herein prior to the date the determination will be needed so as to minimize any postponement of any payment, the amount of which depends upon Fair Market Value. In the event such a payment becomes due before the required determination of Fair Market Value is complete, such payment will be postponed until the determination is complete. But in that event, when the required determination is complete, the payment will be made together with interest thereon, computed at a rate equal to the Prime Rate, accruing over the period the payment was postponed.

     If any determination of Fair Market Value is required, LRC and BNPPLC will attempt in good faith to reach a written agreement upon the Fair Market Value without unnecessary delay, and either party may propose such an agreement to the other. If, however, for any reason whatsoever, they do not execute such an agreement within seven days after the first such proposed agreement is offered by one party to the other, then the determination will be made by independent appraisers in accordance with the following procedures:

1. Definitions and Assumptions. For purposes of the determination, Fair Market Value will be defined as follows, and all appraisers or others involved in the determination will be instructed to use the following definition:

     “Fair Market Value” means the most probable net cash price, as of a specified date, for which the Property should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress.

In addition, the appraisers or others making the determination will be instructed to assume that ordinary and customary brokerage fees, title insurance costs and other sales expenses will be incurred and deducted in the calculation of such net cash price. Such appraisers or others making the determination will also be instructed to assume that the value of the Property (or applicable portion thereof) is neither enhanced nor reduced by any lease to another tenant that BNPPLC may have executed subsequent to the termination or expiration of the Lease (a “Replacement Lease”). In other words, rather than determine value in light of actual rents generated or to be generated by any such Replacement Lease, the Property (or applicable portion thereof) will be valued in light of the most probable rent that it should bring in a competitive and open market (in this section, a “Fair Market Rental”), taking into account:

     (i) the actual physical condition of the Property ¹ ; and

¹ If, however, the use of the Property by BNPPLC or any tenant under any Replacement Lease after LRC vacated the Property has resulted in excess wear and tear, such excess wear and tear will be assumed not to have occurred for purposes of determining Fair Market Value.

     (ii) that a reasonable period of time may be required to market the Property (or applicable portion thereof) for lease and make it ready for use or occupancy before it is leased at a Fair Market Rental.

2. Initial Selection of Appraisers; Appraiser’s Agreement as to Value. After having failed to reach a written agreement upon Fair Market Value as described in the second paragraph of this Exhibit, either party may deliver a notice to the other demanding the appointment of appraisers (the “Initial Appraisal Notice”) pursuant to this Exhibit. In such event:

     (a) Within fifteen days after the Initial Appraisal Notice is delivered, LRC and BNPPLC must each appoint an independent property appraiser who has experience appraising commercial properties in California and notify the other party of such appointment, including the name of the appointed appraiser (a “Notice of Appointment”).

     (b) If the appraiser appointed by LRC and the appraiser appointed by BNPPLC agree in writing upon the Fair Market Value (an “Appraiser’s Agreement As To Value”), such agreement will be binding upon LRC and BNPPLC. Both LRC and BNPPLC will instruct their respective appraisers to attempt in good faith to quickly reach an Appraiser’s Agreement As To Value. Neither appraiser will be required to produce a formal appraisal prior to reaching an Appraiser’s Agreement As To Value.

3. Selection of a Third Appraiser. If the two appraisers fail to deliver an Appraiser’s Agreement As to Value within thirty days following the later of the dates upon which LRC or BNPPLC delivers its Notice of Appointment, then either party (LRC or BNPPLC) may deliver another notice to the other (a “Second Appraisal Notice”), demanding that the two appraisers appoint a third independent property appraiser to help with the determination of Fair Market Value. Immediately after the Second Appraisal Notice is delivered, each of the first two appraisers must act promptly, reasonably and in good faith to try to reach agreement upon the third appraiser. If, however, the two appraisers fail to reach agreement upon a third appraiser within ten days after the Second Appraisal Notice is delivered:

     (a) LRC and BNPPLC will each cause its respective appraiser to deliver, no later than fifteen days after the delivery of the Second Appraisal Notice, an unqualified written promise addressed to both of LRC and BNPPLC: (i) to act promptly, reasonably and in good faith in trying to reach agree upon the third appraiser, and (ii) to propose and consider proposals of persons as the third appraiser on the basis of objectivity and competence, not on the basis of such persons’ relationships with the other appraisers or with LRC or BNPPLC, and not on the basis of preferences expressed by LRC or BNPPLC.

     (b) If, despite the delivery of the promises described in the preceding subsection, the two

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

appraisers fail to reach agreement upon a third appraiser within thirty days after the Second Appraisal Notice is delivered, then each of the first two appraisers must immediately submit its top choice for the third appraiser to the then highest ranking officer of the California Bar Association who will agree to help and who has no attorney/client or other significant relationship to either LRC or BNPPLC. Such officer will have complete discretion to select the most objective and competent third appraiser from between the choice of each of the first two appraisers, and will do so within ten days after such choices are submitted to him.

4. Resolution of Issues by the Third Appraiser. If a third appraiser is selected under the procedure set out above:

     (a) No later than thirty days after a third appraiser is selected, each of the first two appraisers must submit (and LRC and BNPPLC will each cause its appointed appraiser to submit) his best estimate of Fair Market Value, together with a written report supporting such estimate. (Such report need not be in the form of a formal appraisal, and may contain any qualifications the submitting appraiser deems necessary under the circumstances. Any such qualifications, however, may be considered by the third appraiser for purposes of the selection required by the next subsection.)

     (b) After receipt of the two estimates required by the preceding subsection, and no later than forty-five days after the third appraiser is selected, he must (i) choose one or the other of the two estimates of Fair Market Value submitted by the first two appraisers as being the more accurate in his opinion, and (ii) notify LRC and BNPPLC of which estimate he chose. The third appraiser will not be asked or allowed to specify an amount as Fair Market Value that is different than an estimate provided by one of the other two appraisers (either by averaging the two estimates or otherwise). The estimate of Fair Market Value thus chosen by the third appraiser as being the more accurate will be binding upon LRC and BNPPLC.

5. Criteria For Selecting Appraisers; Cost of Appraisals. All appraisers selected for the appraisal process set out in this Exhibit will be disinterested, reputable, qualified appraisers with the designation of MAI or equivalent and with at least five years experience in appraising commercial properties comparable to the Property. LRC and BNPPLC will each bear the expense of the appraiser appointed by it, and the expense of the third appraiser and of any officer of the California Bar Association who participates in the appraisal process described above will be shared equally by LRC and BNPPLC.

6. Time is of the Essence; Defaults.

     (a) All time periods and deadlines specified in this Exhibit are of the essence.

     (b) Each party must cause the appraiser appointed by it (as set forth in Section 2(a))

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 3

to comply in a timely manner with the requirements of this Exhibit applicable to such appraiser. Accordingly, if an appraiser appointed by one of the parties as provided in Section 2(a) fails to comply in a timely manner with any provision of this Exhibit, such failure will be considered a default by the party who appointed such appraiser.

     (c) Any breach of or default under this Exhibit by either party will be construed as a breach of the Agreement Regarding Purchase and Remarketing Options to which this Exhibit is attached.

Exhibit B to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 4

Exhibit C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:	[LRC or the Applicable Purchaser]
ADDRESS:
ATTN:
CITY:
STATE:
Zip:

DEED WITH LIMITED TITLE WARRANTIES

     BNP Paribas Leasing Corporation (“Grantor”), a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by [LRC or the Applicable Purchaser] (hereinafter called “Grantee”), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A attached hereto and hereby made a part hereof, and (2) all other rights, titles and interests of Grantor in and to (a) such land, (b) the buildings and other improvements situated on such land, (c) any fixtures and other property affixed thereto and (d) the adjacent streets, alleys and rights-of-way (all of the property interests conveyed hereby being hereinafter collectively referred to as the “Property”); however, this conveyance is made by Grantor and accepted by Grantee subject to all general or special assessments due and payable after the date hereof, all encroachments, variations in area or in measurements, boundary line disputes, roadways and other matters not of record which would be disclosed by a current survey and inspection of the Property, and the encumbrances listed in Annex B attached hereto and made a part hereof (collectively, the “Permitted Encumbrances”).

     TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof by, through or under Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. Except as expressly set forth in the preceding sentence, Grantor makes no warranty of title, express or implied.

     Grantee hereby assumes the obligations (including any personal obligations) of Grantor, if any, created by or under, and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the land or improvements conveyed by this Deed.

[Signature pages follow.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

IN WITNESS WHEREOF, Grantor and Grantee have signed this Deed to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 3

[Continuation of signature pages to Deed dated to be effective as of                     , 20_____.]

[LRC or the Applicable Purchaser]

By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

     On                     , 20___, before me                                         , a Nota ry Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 4

Annex A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE “LAND” COVERED BY THE LEASE BECAUSE OF ADJUSTMENTS FOR WHICH LRC REQUESTS BNPPLC’S CONSENT OR APPROVAL AS PROVIDED IN THE CLOSING CERTIFICATE, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS “DRAFTING NOTE” WILL BE DELETED BEFORE THE ASSIGNMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.]

ALL OF PARCEL 7 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE PARCEL MAP 7341 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 268 OF PARCEL MAPS AT PAGE 85, TOGETHER WITH A PORTION OF PARCEL 14 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE MAP OF TRACT 7610 FILED FOR RECORD IN
THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 293 OF MAPS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER COMMON TO SAID PARCEL 7 AND PARCEL 14;

THENCE ALONG THE BOUNDARY LINE OF SAID PARCEL 7 THE FOLLOWING TEN (10) COURSES:

1. WESTERLY ALONG A NON-TANGENT 1278.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 05° 41’ 02” EAST, THROUGH A CENTRAL ANGLE OF 3° 38’ 58” AN ARC DISTANCE OF 81.402 FEET;

2. ALONG A REVERSE 1022.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 09° 20’ 00” WEST, THROUGH A CENTRAL ANGLE OF 9° 20’ 00” AN ARC DISTANCE OF 166.481 FEET;

3. WEST, 284.906 FEET;

4. NORTH, 666.259 FEET;

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 5

5. EASTERLY ALONG A NON-TANGENT 1452.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 01° 01’ 32” EAST, THROUGH A CENTRAL ANGLE OF 15° 46’ 40” AN ARC DISTANCE OF 399.843 FEET;

6. ALONG A REVERSE 29.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 14° 45’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 18.662 FEET;

7. ALONG A REVERSE 21.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 22° 07’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 13.514 FEET;

8. NORTH 75° 14’ 52” EAST, 30.267 FEET;

9. SOUTH 14° 45’ 08” EAST, 77.744 FEET; AND

10. SOUTH, 2.171 FEET,

THENCE LEAVING SAID BOUNDARY LINE OF PARCEL 7, EAST, 26.510 FEET;

THENCE SOUTH, 22.517 FEET;

THENCE EAST, 17.000 FEET;

THENCE SOUTH, 130.001 FEET;

THENCE WEST 27.000 FEET;

THENCE SOUTH, 222.595 FEET;

THENCE EAST, 44.018 FEET;

THENCE SOUTH, 250.002 FEET;

THENCE WEST, 5.526 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 7;

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 6

THENCE ALONG SAID EASTERLY LINE SOUTH, 41.262 FEET TO THE POINT OF BEGINNING.

A.P.N. 903-0010-018 and portion of 903-0010-31

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 7

Annex B

Permitted Encumbrances

[DRAFTING NOTE: BEFORE THIS ASSIGNMENT IS ACTUALLY EXECUTED AND DELIVERED BY BNPPLC: ALL PERMITTED ENCUMBRANCES LISTED IN EXHIBIT B TO THE CLOSING CERTIFICATE WILL BE SET OUT BELOW, IN ADDITION TO THE ITEMS ALREADY LISTED. ALSO, IF ANY ENCUMBRANCES (OTHER THAN “LIENS REMOVABLE BY BNPPLC”) ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW OR IN EXHIBIT B TO THE CLOSING CERTIFICATE, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW. AFTER SUCH ADJUSTMENTS ARE MADE, THIS “DRAFTING NOTE” WILL BE DELETED. THE ADDITIONAL ENCUMBRANCES TO BE LISTED BELOW WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPPLC AS “PERMITTED ENCUMBRANCES” FROM TIME TO TIME OR BECAUSE OF XYZ’s REQUEST FOR BNPPLC’S CONSENT OR APPROVAL TO AN ADJUSTMENT.]

     This conveyance is subject to all encumbrances not constituting a “Lien Removable by BNPPLC” (as defined in the Common Definitions and Provisions Agreement incorporated by reference into the Lease Agreement referenced in the last item of the list below), including the following matters to the extent the same are still valid and in force:

     1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

     2. THE LAND LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. LL-821, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED JANUARY 6, 2003 IN BOOK 15, PAGE 69 OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, RECORDED JANUARY 6, 2003 AS INSTRUMENT NO. 2003-006161 OF OFFICIAL RECORDS.

     3. A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded DECEMBER 17, 1948 as INSTRUMENT NO. AC95021 IN BOOK 5682, PAGE 186 of Official Records.

     4. An offer of dedication for PUBLIC STORM DRAIN and incidental purposes, recorded NOVEMBER 23, 1998 as INSTRUMENT NO. 98-411265 of Official Records. To: CITY OF LIVERMORE, A MUNICIPAL CORPORATION

     5. The terms and provisions contained in the document entitled “DEVELOPMENT

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 8

AGREEMENT NO. 114-97, CAYETANO CORPORATE CAMPUS” recorded APRIL 2, 1999 as INSTRUMENT NO. 99-140252 of Official Records.

Document(s) declaring modifications thereof recorded DECEMBER 20, 1999 as INSTRUMENT NO. 99-449348 of Official Records.

Document(s) declaring modifications thereof recorded SEPTEMBER 25, 2000 as INSTRUMENT NO. 2000-289230 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 30, 2003 as INSTRUMENT NO. 2003-649388 of Official Records.

Document(s) declaring modifications thereof recorded OCTOBER 18, 2005 as INSTRUMENT NO. 2005-449011 of Official Records.

In connection therewith all obligations under the Development Agreement have been satisfied with the exception of an ongoing obligation under Section 6.4 of DA 114-97 to contribute to a program to provide bus passes to employees of users of a property up to $500 per month as reiterated in a letter dated October 18, 2007 from the Community Development Director of the City of Livermore.

     6. The terms, provisions and easement(s) contained in the document entitled “DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS” recorded MAY 16, 2001 as INSTRUMENT NO. 2001-166795 of Official Records. A DOCUMENT ENTITLED .AMENDMENT TO AND PARTIAL TERMINATION OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING NO BUILD EASEMENT AREAS. RECORDED NOVEMBER 08, 2007 AS INSTRUMENT NO. 2007-390199 OF OFFICIAL RECORDS.

     7. Covenants, conditions, restrictions and easements in the document recorded JANUARY 10, 2002 as INSTRUMENT NO. 2002-017395 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

CONSENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 9

RESTRICTIONS FOR SHEA CENTER LIVERMORE, EXECUTED BY KLA-TENCOR CORPORATION, A DELAWARE CORPORATION, RECORDED JANUARY 10, 2002 AS INSTRUMENT NO. 2002-017396 OF OFFICIAL RECORDS.

NOTE: This title encumbrance is subject to and limited by the terms and provisions contained in the document entitled “Memorandum of Agreement” which is being executed by BNPPLC and others contemporaneously with BNPPLC’s acquisition of the Property from the Prior Owner and recorded in the Official Records.

     8. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For:	PUBLIC UTILITIES and incidental purposes.
Affects:	AS SHOWN ON SAID MAP

     9. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PUBLIC UTILITIES AND SIDEWALK and incidental purposes.

     10. An easement shown or dedicated on the map filed or recorded JANUARY 6, 2003 in BOOK 268, PAGES 85 THROUGH 88 of MAPS

For: PRIVATE LANDSCAPE and incidental purposes.

     11. An easement for FLIGHT AND PASSAGE OF AIRCRAFT and incidental purposes, recorded JANUARY 6, 2003 as INSTRUMENT NO. 2003-006165 of Official Records.

In Favor of:	THE CITY OF LIVERMORE, A MUNICIPAL CORPORATION
Affects:	A PORTION OF THE LAND

     12. An easement for UTILITIES and incidental purposes, recorded JULY 5, 2005 as INSTRUMENT NO. 2005-273742 of Official Records.

In Favor of:	PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
Affects:	A SOUTHEASTERLY PORTION

     13. [ADD EXCEPTION FOR THE LEASE, ALTHOUGH WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED BY AGREEMENT WITH THE GRANTEE IMMEDIATELY AFTER DELIVERY OF THIS DEED.]

Exhibit C to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 10

Exhibit D

BILL OF SALE AND ASSIGNMENT

     Reference is made to: (1) that certain Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) dated as of December 18, 2007, (the “Purchase Agreement”) between BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, and Lam Research Corporation, a Delaware corporation, and (2) that certain Lease Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Lease”) between Assignor, as landlord, and Lam Research Corporation, a Delaware corporation, as tenant. (Capitalized terms used and not otherwise defined in this document are intended to have the meanings assigned to them in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) incorporated by reference into both the Purchase Agreement and Lease.)

     As contemplated by the Purchase Agreement, Assignor hereby sells, transfers and assigns unto [LRC or the Applicable Purchaser], a                      (“Assignee”), all of Assignor’s right, title and interest in and to the following property, if any, to the extent such property is assignable:

(a)	the Lease;
(b)	any pending or future award made because of any condemnation affecting the Property or because of any conveyance to be made in lieu thereof, and any unpaid award for damage to the Property and any unpaid proceeds of insurance or claim or cause of action for damage, loss or injury to the Property; and
(c)	all other personal or intangible property included within the definition of “Property” as set forth in the Purchase Agreement, including but not limited to any of the following transferred to Assignor by the tenant pursuant to Paragraph 6 of the Lease or otherwise acquired by Assignor, at the time of the execution and delivery of the Lease and Purchase Agreement or thereafter, by reason of Assignor’s status as the owner of any interest in the Property: (1) any goods, equipment, furnishings, furniture, chattels and tangible personal property of whatever nature that are located on the Property and all renewals or replacements of or substitutions for any of the foregoing; (ii) the rights of Assignor, existing at the time of the execution of the Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances; and (iii) any general intangibles, other permits, licenses, franchises, certificates, and other rights and privileges related to the Property that Assignee would have acquired if Assignee had itself acquired the interest of Assignor in and to the Property instead of Assignor.

Provided, however, excluded from this conveyance and reserved to Assignor are any rights or privileges of Assignor under the following: (1) the indemnities set forth in the Construction Agreement and the Lease, whether such rights are presently known or unknown, including rights

of the Assignor to be indemnified against environmental claims of third parties as provided in the Construction Agreement and the Lease which may not presently be known, all of which indemnities will survive the deliver of this Bill of Sale and Assignment and other documents required by the Purchase Agreement, (2) provisions in the Lease that establish the right of Assignor to recover any accrued unpaid rent under the Lease which may be outstanding as of the date hereof, (3) agreements between Assignor and any Participant or any of Assignor’s Affiliates, or (4) any other instrument being delivered to Assignor contemporaneously herewith pursuant to the Purchase Agreement.[Drafting Note: The following sentence will be included unless the Property is being sold to LRC or an Affiliate pursuant to subparagraph 2(A)(1) or 3(A) of the Purchase Agreement: Also excluded from this conveyance and reserved to Assignor are (i) the right to retain Escrowed Proceeds, if any, that consist of condemnation or insurance proceeds resulting from a Pre-lease Force Majeure Event, and (ii) any right to receive future payments of any such condemnation or insurance proceeds.].

     Assignor does for itself and its successors covenant and agree to warrant and defend the title to the property assigned herein against the just and lawful claims and demands of any person claiming under or through a Lien Removable by Assignor, but not otherwise.

     Assignee hereby assumes and agrees to keep, perform and fulfill Assignor’s obligations, if any, relating to any permits or contracts (including the Lease), under which Assignor has rights being assigned herein.

[Signature pages follow.]

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

IN WITNESS WHEREOF, Assignor and Assignee have signed this Bill of Sale and Assignment to be effective as of                     , 20___.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Lloyd G. Cox, Managing Director

STATE OF	)
	)	SS
COUNTY OF	)

On                     , 20___, before me                                         , a Notary Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 3

[Continuation of signature pages to Bill of Sale and Assignment dated to be effective as of                     , 20___.]

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

     On                     , 20___, before me                                         , a Nota ry Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit D to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 4

Exhibit E

ACKNOWLEDGMENT OF DISCLAIMER
OF REPRESENTATIONS AND WARRANTIES

     THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this “Certificate”) is made as of                     , ___, by [LRC or the Applicable Purchaser], a                      (“Assignee”).

     Contemporaneously with the execution of this Certificate, BNP Paribas Leasing Corporation (“Assignor”), a Delaware corporation, is executing and delivering to Assignee (1) a Deed With Limited Title Warranties, and (2) a Bill of Sale and Assignment (the foregoing documents and any other documents to be executed in connection therewith are herein called the “Conveyancing Documents” and any of the properties, rights or other matters assigned, transferred or conveyed pursuant thereto are herein collectively called the “Subject Property”).

     Notwithstanding any provision contained in the Conveyancing Documents to the contrary, Assignee acknowledges that Assignor makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subject Property, and Assignee, by acceptance of the Conveyancing Documents, accepts the Subject Property “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any such representation or warranty by Grantor as to environmental matters, the physical condition of the Subject Property, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, Assignee hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transaction contemplated by the Conveyancing Documents, as are any warranties arising from a course of dealing or usage of trade. Assignee hereby assumes all risk and liability (and agrees that Assignor will not be liable for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subject Property, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of Assignor. As used in the preceding sentence, "Established Misconduct” is intended to have, and be limited to, the meaning given to it in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) incorporated by reference into the Agreement Regarding Purchase and Remarketing Options dated as of December 18, 2007 between Assignor and Lam Research Corporation, pursuant to which Agreement Assignor is delivering the Conveyancing Documents.

     The provisions of this Certificate will be binding on Assignee, its successors and assigns and any other party claiming through Assignee. Assignee hereby acknowledges that Assignor is entitled to rely and is relying on this Certificate.

[Signature page follows.]

IN WITNESS WHEREOF, Assignor and Assignee have signed this Acknowledgment of Disclaimer to be effective as of                     , 20___.

[LRC or the Applicable Purchaser]
By:
	Name:
	Title:

STATE OF	)
	)	SS
COUNTY OF	)

     On                     , 20___, before me                                         , a Nota ry Public in and for the County and State aforesaid, personally appeared                                                             , who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on such instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS, my hand and official seal.

Exhibit E to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

Exhibit F

SECRETARY’S CERTIFICATE

     The undersigned, [Secretary or Assistant Secretary] of BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation, hereby certifies as follows:

     1. That he is the duly, elected, qualified and acting Secretary [or Assistant Secretary] of the Corporation and has custody of the corporate records, minutes and corporate seal.

     2. That the following named persons have been properly designated, elected and assigned to the office in BNPPLC as indicated below; that such persons hold such office at this time and that the specimen signature appearing beside the name of such officer is his or her true and correct signature.

[The following blanks must be completed with the names and signatures of the officers who will be signing the Sale Closing Documents on behalf of BNPPLC.]

Name Title Signature

     3. That the resolutions attached hereto and made a part hereof were duly adopted by the Board of Directors of BNPPLC in accordance with BNPPLC’s Articles of Incorporation and Bylaws. Such resolutions have not been amended, modified or rescinded and remain in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this ______, day of                     , 20___.

[signature and title]

CORPORATE RESOLUTIONS OF
BNP PARIBAS LEASING CORPORATION

[DRAFTING NOTE: INSERT HERE COPIES OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF BNPPLC SUFFICIENT TO AUTHORIZE THE DELIVERY OF SALE CLOSING DOCUMENTS. SUCH RESOLUTIONS MAY BE AS FOLLOWS:

     WHEREAS, pursuant to that certain Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) (herein called the “Purchase Agreement”) dated as of December 18, 2007, by and between BNP Paribas Leasing Corporation (“BNPPLC”) and Lam Research Corporation (“LRC”) , BNPPLC agreed to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in the Purchase Agreement) to purchase the Corporation’s interest in the property (the “Property”) located in ___, California, more particularly described therein.

     NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of BNPPLC, in its best business judgment, deems it in the best interest of BNPPLC and its shareholders that BNPPLC convey the Property to LRC or the Applicable Purchaser pursuant to and in accordance with the terms of the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed in the name and on behalf of BNPPLC to cause BNPPLC to fulfill its obligations under the Purchase Agreement.

     RESOLVED FURTHER, that the proper officers of BNPPLC, and each of them, are hereby authorized and directed to take or cause to be taken any and all actions and to prepare or cause to be prepared and to execute and deliver any and all deeds, assignments and other documents, instruments and agreements that are necessary, advisable or appropriate, in such officer’s sole and absolute discretion, to carry out the intent and to accomplish the purposes of the foregoing resolutions. ]

Exhibit F to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

Exhibit G

CERTIFICATION OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. Sections 18805, 18815 and 26131 of the California Revenue and Taxation Code, as amended, provide that a transferee of a California real property interest must withhold income tax if the transferor is a nonresident seller.

     To inform [LRC or the Applicable Purchaser] (“Transferee”) that withholding of tax is not required upon the disposition of a California real property interest by BNP PARIBAS LEASING CORPORATION (“Transferor”), a Delaware corporation, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity (as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations);

3. Transferor’s U.S. employer identification number is 75-2252918; and

4. Transferor’s office address is:

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

Transferor understands that this Certification of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification of Non-Foreign Status and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

     Dated:                     , 20___.

Lloyd G. Cox, Managing Director of Transferor. 

Exhibit H

Notice of Election to Terminate the Supplemental Payment Obligation
and Irrevocable Release and Waiver of the Right to Purchase

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Purchase Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Purchase Agreement referenced above. This letter will constitute a notice given pursuant to subparagraph 6(A) of the Purchase Agreement. As provided in that subparagraph, LRC irrevocably elects to terminate the Supplemental Payment Obligation effective immediately, subject only to the conditions described below. In addition, LRC irrevocably waives and releases its rights to purchase or cause an Affiliate of LRC to purchase the Property granted to it by the Purchase Agreement. Because of such waiver and release, the Purchase Option is terminated and so are all rights of LRC under subparagraphs 2(A) of the Purchase Agreement.

     LRC acknowledges that this notice will not be effective to terminate the Supplemental Payment Obligation if it is not received by BNPPLC prior to the Completion Date.

     LRC also acknowledges that even if no prior 97-10/Meltdown Event has occurred, the delivery of this notice is in and of itself a 97-10/Meltdown Event under and as defined in the Construction Agreement. Therefore, after receipt of this notice BNPPLC will be entitled to demand and receive a 97-10/Prepayment on and subject to the terms and conditions of Paragraph 9 of the Construction Agreement. Further, if LRC fails to make a 97-10/Prepayment required by the Construction Agreement, BNPPLC may and exercise the Put Option as provided in subparagraph 3(A) of the Purchase Agreement.

     LRC also acknowledges that its right to terminate the Supplemental Payment Obligation is subject to the condition precedent that: (1) LRC must have given (and not rescinded) a Notice of LRC’s Intent to Terminate as provided in the Construction Agreement, or (2) BNPPLC must have given any FOCB Notice as provided in the Construction Agreement. Accordingly, if neither

of the notices described in the preceding sentence have been given, the Supplemental Payment Obligation will not terminate by reason of this notice.

     Finally, LRC acknowledges that because the delivery of this notice constitutes a 97-10/Meltdown Event, BNPPLC will have the right at any time for any reason or no reason to terminate the Lease by notice to LRC.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Roch LeBlanc, Treasurer

Exhibit H to Agreement Regarding Purchase and Remarketing
Options (Livermore/ Parcel 7) — Page 2

EX-10.142

Exhibit 10.142

CONSTRUCTION AGREEMENT
(LIVERMORE/PARCEL 7)

BETWEEN

LAM RESEARCH CORPORATION
(“LRC”)

AND

BNP PARIBAS LEASING CORPORATION
(“BNPPLC”)

December 18, 2007

TABLE OF CONTENTS

		Page
ENGAGEMENT AND AUTHORIZATION			1
GENERAL TERMS AND CONDITIONS			2
1	Additional definitions		2
	“97-10/Meltdown Event”		2
	“97-10/Prepayment”		2
	“97-10/Project Costs”		3
	“97-10/Pronouncement”		4
	“Accrued Construction Period Interest Expense”		4
	“Administrative Fee”		5
	“Affiliate’s Contract”		5
	“Arrangement Fee”		5
	“Capital Adequacy Charges”		5
	“Carrying Costs”		5
	“Commitment Fees”		5
	“Complete Taking”		5
	“Completion Date”		5
	“Completion Notice”		5
	“Construction Advances”		6
	“Construction Advance Request”		6
	“Construction Allowance”		6
	“Construction Budget”		6
	“Construction Project”		6
	“Covered Construction Period Losses”		6
	“Defective Work”		6
	“FOCB Notice”		6
	“Force Majeure Event”		7
	“Funded Construction Allowance”		7
	“Future Work”		7
	“Increased Cost Charges”		7
	“Increased Commitment”		7
	“Increased Funding Commitment”		7
	“Increased Time Commitment”		8
	“Initial Advance”		8
	“LRC’s Estimate of Force Majeure Delays”		8
	“LRC’s Estimate of Force Majeure Excess Costs”		8
	“Maximum Construction Allowance”		8
	“Notice of LRC’s Intent to Terminate”		8
	“Notice of LRC’s Intent to Terminate Because of a Force Majeure Event”		8
	“Notice of Termination by LRC”		8
	“Outstanding Construction Allowance”		8
	“Pre-lease Casualty”		8

TABLE OF CONTENTS
(Continued)

							Page
	“Pre-lease Force Majeure Delays”							8
	“Pre-lease Force Majeure Event”							8
	“Pre-lease Force Majeure Event Notice”							9
	“Pre-lease Force Majeure Excess Costs”							9
	“Pre-lease Force Majeure Losses”							9
	“Prior Work”							10
	“Projected Cost Overruns”							10
	“Reimbursable Construction Period Costs”							10
	“Remaining Proceeds”							10
	“Scope Change”							10
	“Target Completion Date”							11
	“Termination of LRC’s Work”							11
	“Third Party Contract”							11
	“Third Party Contract/Termination Fees”							11
	“Timing or Budget Shortfall”							11
	“Work”							12
	“Work/Suspension Event”							12
	“Work/Suspension Notice”							12
	“Work/Suspension Period”							13
2	Construction and Management of the Property by LRC							13
	(A)	The Construction Project						13
			(1	)	Construction Approvals by BNPPLC			13
					(a)	Preconstruction Approvals by BNPPLC		13
					(b)	Approval of Scope Changes		13
			(2	)	LRC’s Rights of Access and to Control Construction			13
					(a)	Performance of the Work		14
					(b)	Third Party Contracts		14
					(c)	Adequacy of Drawings, Specifications and Budgets		15
					(d)	Existing Condition of the Land and Improvements		15
					(e)	Correction of Defective Work		15
					(f)	Clean Up		15
					(g)	No Damage for Delays		15
					(h)	No Other Fees to LRC		16
					(i)	Administration of Existing Space Leases		16
			(3	)	Quality of Work			17
	(B)	Completion Notice						17
	(C)	Status of Property Acquired With BNPPLC’s Funds						17
	(D)	Insurance						18
			(1	)	Liability Insurance			18
			(2	)	Property Insurance			18

(ii)

TABLE OF CONTENTS
(Continued)

							Page
			(3	)	Failure of LRC to Obtain Insurance			19
			(4	)	Waiver of Subrogation			19
	(E)	Condemnation						19
	(F)	Additional Representations, Warranties and Covenants of LRC Concerning the Property						20
			(1	)	Payment of Local Impositions			20
			(2	)	Operation and Maintenance			20
			(3	)	Debts for Construction, Maintenance, Operation or Development			21
			(4	)	Permitted Encumbrances			22
			(5	)	Books and Records Concerning the Property			22
	(G)	BNPPLC’s Right of Access						22
			(1	)	Access Generally			22
			(2	)	Failure of LRC to Perform			22
3	Amounts to be Added to the Lease Balance (in Addition to Construction Advances)							23
	(A)	Initial Advance						23
	(B)	Carrying Costs						23
	(C)	Commitment Fees						24
	(D)	Future Administrative Fees and Out-of-Pocket Costs						24
	(E)	Increased Cost Charges and Capital Adequacy Charges						25
4	Construction Advances							26
	(A)	Costs Subject to Reimbursement Through Construction Advances						26
	(B)	Exclusions From Reimbursable Construction Period Costs						27
	(C)	Conditions to LRC’s Right to Receive Construction Advances						28
			(1	)	Construction Advance Requests			28
			(2	)	Amount of the Advances			28
					(a)	The Maximum Construction Allowance		28
					(b)	Costs Previously Incurred by LRC		28
					(c)	Limits During any Work/Suspension Period		29
					(d)	Restrictions Imposed for Administrative Convenience		30
			(3	)	No Advances After Certain Dates			30
	(D)	Breakage Costs for Construction Advances Requested But Not Taken						30
	(E)	No Third Party Beneficiaries						30
	(F)	No Waiver						30
5	Application of Insurance and Condemnation Proceeds							30
	(A)	Collection and Application Generally						30
	(B)	Advances of Escrowed Proceeds to LRC						31
	(C)	Status of Escrowed Proceeds After Commencement of the Term of the Lease						31
	(D)	Special Provisions Applicable After a 97-10/Meltdown Event or Event of Default						32
	(E)	LRC’s Obligation to Restore						32

(iii)

TABLE OF CONTENTS
(Continued)

						Page
	(F)	Special Provisions Concerning a Complete Taking					32
	(G)	Preservation of LRC’s Right to Receive Construction Advances					32
6	Notice of Cost Overruns and Pre-lease Force Majeure Events						33
	(A)	Notice of Projected Cost Overruns					33
	(B)	Pre-lease Force Majeure Event Events and Notices					33
7	Suspension and Termination of LRC’s Work						33
	(A)	Rights and Obligations During a Work/Suspension Period					33
	(B)	LRC’s Election to Terminate LRC’s Work					33
	(C)	BNPPLC’s Election to Terminate LRC’s Work					36
	(D)	Surviving Rights and Obligations					37
	(E)	Cooperation After a Termination of LRC’s Work					37
8	LRC’s Obligation for a 97-10/Prepayment						39
9	Indemnity for Covered Construction Period Losses						39
	(A)	Covenant to Indemnify Against Covered Construction Period Losses					39
	(B)	Certain Losses Included or Excluded					41
			(1	)	Environmental		41
			(2	)	Failure to Maintain a Safe Work Site		41
			(3	)	Failure to Complete Construction		41
			(4	)	Fraud		41
			(5	)	Excluded Taxes and Other Exclusions		42
			(6	)	Action or Omission of Tenant Under Existing Space Lease		42
	(C)	Express Negligence Protection					42
	(D)	Survival of Indemnity					43
	(E)	Due Date for Indemnity Payments					43
	(F)	Order of Application of Payments					44
	(G)	Defense of BNPPLC					44
			(1	)	Assumption of Defense		44
			(2	)	Indemnity Not Contingent		44
	(H)	Notice of Claims					44
	(I)	Settlements Without the Prior Consent of LRC					45
			(1	)	Election to Pay Reasonable Settlement Costs in Lieu of Actual		45
			(2	)	Conditions to Election		45
			(3	)	Indemnity Survives Settlement		45

(iv)

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A	Legal Description
Exhibit B	Description of the Construction Project and Budget
Exhibit C	Construction Advance Request Form
Exhibit D	Pre-lease Force Majeure Event Notice
Exhibit E	Notice of Termination by LRC’s Work
Exhibit F	Notice of LRC’s Intent to Terminate
Exhibit G	Notice of Increased Funding Commitment by BNPPLC
Exhibit H	Notice of Increased Time Commitment by BNPPLC
Exhibit I	Notice of Rescission of LRC’s Intent to Terminate

(v)

CONSTRUCTION AGREEMENT
(LIVERMORE/PARCEL 7)

     This CONSTRUCTION AGREEMENT (LIVERMORE/PARCEL 7) (this “Agreement”), dated as of December 18, 2007 (the “Effective Date”), is made by and between BNP PARIBAS LEASING CORPORATION (“BNPPLC”), a Delaware corporation, and LAM RESEARCH CORPORATION(“LRC”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “Common Definitions and Provisions Agreement”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transaction contemplated in the other Operative Documents, contemporaneously with this Agreement BNPPLC is acquiring the Land described in Exhibit A and other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Livermore/ Parcel 7) (the “Lease”), pursuant to which the parties expect that LRC will lease the Land described in Exhibit A and other Property from BNPPLC for a lease term that will commence on the Completion Date (as defined below).

     In anticipation of the construction of new or additional Improvements for LRC’s use pursuant to the Lease, BNPPLC and LRC have agreed upon the terms and conditions upon which BNPPLC is willing to authorize LRC to arrange and manage such construction and upon which BNPPLC is willing to provide funds for such construction, and by this Agreement BNPPLC and LRC desire to evidence such agreement.

ENGAGEMENT AND AUTHORIZATION

     Subject to the terms and conditions set forth in this Agreement, BNPPLC does hereby engage and authorize LRC — and LRC does hereby accept such engagement and authorization, as an independent contractor for BNPPLC — to construct the Construction Project on the Land and to manage such construction for BNPPLC as BNPPLC’s construction agent. As more particularly provided in subparagraph 2(A)(2) below, LRC will have full and exclusive rights of

access to the Land and all Improvements on the Land to accomplish such construction. However, the rights and authority granted to LRC by this Agreement are expressly made subject and subordinate to the terms and condition hereinafter set forth and to the Permitted Encumbrances and to any other claims or encumbrances affecting the Land or the Property that may be asserted by third parties other than Liens Removable by BNPPLC.

GENERAL TERMS AND CONDITIONS

1 Additional definitions. As used in this Agreement, capitalized terms defined above will have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not defined herein will have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms will have the following respective meanings:

     “97-10/Meltdown Event” means any of the following:

     (a) LRC gives a Notice of LRC’s Intent to Terminate and thereafter (i) fails to rescind the same as described in subparagraph 7(B)(7) within ten days after BNPPLC responds with any Increased Commitment, or (ii) gives a Notice of Termination by LRC as provided in subparagraph 7(B)(1); or

     (b) LRC gives a notice to terminate the Supplemental Payment Obligation imposed by the Purchase Agreement as described in subparagraph 6(A) of the Purchase Agreement; or

     (c) BNPPLC gives notice to LRC as described in subparagraph 7(C) to cause a Termination of LRC’s Work; or

     (d) LRC fails for any reason whatsoever to substantially complete the Construction Project and give a Completion Notice to BNPPLC prior to the Target Completion Date; or

     (e) for any reason whatsoever (including the accrual of Carrying Costs), the Funded Construction Allowance exceeds the Maximum Construction Allowance.

“97-10/Prepayment” means a payment to BNPPLC required by Paragraph 8, which will equal eighty-nine percent (89%) of the aggregate of all 97-10/Project Costs paid or

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incurred on or prior to the date of such payment, less amounts (if any) then owed by BNPPLC to LRC pursuant to this Agreement as reimbursements for Reimbursable Construction Period Costs paid by LRC and not theretofore reimbursed.

“97-10/Project Costs” means all of the following, but without duplication of any item, including any of the following paid or reimbursed from the Initial Advance:

     (a) the net purchase price paid by BNPPLC to acquire the Land and existing Improvements;

     (b) costs incurred for the Work, including not only hard costs incurred for the new Improvements described in Exhibit B, but also the following costs to the extent reasonably incurred in connection with the Construction Project:

• soft costs, such as architectural fees, engineering fees and fees and costs paid in connection with obtaining project permits and approvals required by Governmental Authorities or any Permitted Encumbrance,

• site preparation costs, and

• costs of offsite and other public improvements required as conditions of governmental approvals for the Construction Project or required by any Permitted Encumbrances;

     (c) costs incurred to maintain insurance required by (and consistent with the requirements of) this Agreement prior to the Completion Date;

     (d) Local Impositions that have accrued or become due prior to the Completion Date;

     (e) Accrued Construction Period Interest Expense; and

     (f) any costs in addition to those described in clauses (a) through (e) preceding that GAAP (as it exists on the Effective Date) would allow BNPPLC to capitalize as part of the cost of the Property or that the 97-10/Pronouncement would allow BNPPLC to characterize as project costs, including cancellation or termination fees or other compensation payable by LRC or BNPPLC pursuant to any contract concerning the Construction Project made by LRC or BNPPLC with any general contractor, architect, engineer or other third party because of any election by LRC or BNPPLC to cancel or terminate such contract.

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However, notwithstanding the foregoing, 97-10/Project Costs will not include Pre-lease Force Majeure Losses, Commitment Fees, the Arrangement Fee, any Administrative Fee or any legal fees which are included in Transaction Expenses. Further, 97-10 Project Costs will not include costs incurred to satisfy any Existing Space Lease to the extent such cost would not have been incurred but for such Existing Space Lease. (Thus, for example, costs of providing any required janitorial service to a tenant under an Existing Space Lease would not be included. In contrast, a Local Imposition that must be paid irrespective of the requirements of any Existing Space Lease may qualify as a 97-10/Project Cost even if payment of such Local Imposition is required by an Existing Space Lease.)

“97-10/Pronouncement” means the pronouncement issued by the Emerging Issues Task Force of the Financial Accounting Standards Board in 1998 titled “EITF 97-10: The Effect of Lessee Involvement in Asset Construction”, which provides that certain kinds of involvement by a lessee in pre-lease commencement construction will cause the lessee to be considered as the owner of the leased property during the construction period and then will require application of the appropriate sale and leaseback accounting rules.

“Accrued Construction Period Interest Expense” means interest that has accrued and that BNPPLC has paid or is obligated to pay on Funding Advances used to pay or reimburse 97-10/Project Costs for any period prior to the Completion Date. Subject to the limitations and qualifications set out below in this definition:

(1) Accrued Construction Period Interest Expense will include a percentage, equal to the aggregate Percentages of all Participants (under and as defined in the Participation Agreement), of Carrying Costs and Commitment Fees that are added to the Outstanding Construction Allowance as provided in this Agreement, it being understood that the additional amounts BNPPLC must pay to the Participants under the Participation Agreement because of the accrual of Carrying Costs and Commitment Fees effectively constitute construction period interest on advances the Participants make to BNPPLC under the Participation Agreement.

(2) Accrued Construction Period Interest Expense will also include any interest and other finance charges that accrue prior to the Completion Date because of Funding Advances provided to BNPPLC by BNPPLC’s Parent in the form of loans.

However, the interest and other finance charges accruing on Funding Advances provided by BNPPLC’s Parent and included in Accrued Construction Period Interest Expense will not in any event exceed the portion of Carrying Costs attributable to the percentage of the Lease Balance funded or maintained by such Funding Advances, computed as if such

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Carrying Costs accrued at a per annum rate equal to LIBOR (i.e., before the addition of the Secured Spread as provided in subparagraph 3(B)). Further, Accrued Construction Period Interest Expense will not include any Carrying Costs (or the corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) that accrue from time to time in respect of the portion of the Lease Balance which exceeds the outstanding 97-10/Project Costs. For example, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs (or any corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) because of the inclusion in the Lease Balance of the Arrangement Fee, Administrative Fees or other amounts excluded from 97-10/Project Costs as described in the last paragraph of the definition thereof set out above. Without limiting the foregoing, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs included in Pre-lease Force Majeure Losses (as set forth in the definition thereof below) or interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent because of the accrual of such portion of Carrying Costs.

“Administrative Fee” has the meanings indicated in subparagraph 3(A) and subparagraph 3(D).

“Affiliate’s Contract” has the meaning indicated in subparagraph 2(A)(2)(b)2).

“Arrangement Fee” has the meaning indicated in subparagraph 3(A).

“Capital Adequacy Charges” has the meaning indicated in subparagraph 3(E)(1).

“Carrying Costs” has the meaning indicated in subparagraph 3(B).

“Commitment Fees” has the meaning indicated in subparagraph 3(C).

“Complete Taking” means a taking by eminent domain prior to the Completion Date over LRC’s objection of all of the Land or the Property, or so much thereof as to make it impossible to complete the Construction Project for its intended uses on the Land regardless of any Scope Changes BNPPLC may be willing to approve or any Increased Commitment that BNPPLC may be willing to provide.

“Completion Date” means the date upon which LRC gives the notice to BNPPLC which is required by subparagraph 2(B), after having substantially completed the Construction Project and having obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

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“Completion Notice” means the notice required by subparagraph 2(B) from LRC to BNPPLC, advising BNPPLC that LRC has substantially completed construction of the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

“Construction Advances” means actual advances of funds made by or on behalf of BNPPLC to or on behalf of LRC as provided in Paragraph 4, which sets forth LRC’s rights to receive advances for Reimbursable Construction Period Costs. The term “Construction Advances” will not, however, include advances of insurance proceeds, condemnation proceeds or other Escrowed Proceeds to pay or reimburse costs of repairs or restoration.

“Construction Advance Request” has the meaning indicated in subparagraph 4(C)(1).

“Construction Allowance” means the allowance to be provided by BNPPLC for the design and construction of the Construction Project, against which and from which Carrying Costs, Construction Advances and other amounts will be or may be charged and paid as provided in various provisions of this Agreement (including Paragraphs 3 and 4).

“Construction Budget” means the budget for the Construction Project set forth in Exhibit B.

“Construction Project” means the new buildings or other substantial Improvements to be constructed, or the alteration of existing Improvements, as described generally in Exhibit B.

“Covered Construction Period Losses” has the meaning indicated in subparagraph 9(A).

“Defective Work” has the meaning indicated in subparagraph 2(A)(2)(e).

“FOCB Notice” means a notice from BNPPLC to LRC advising LRC of any of the following events or circumstances, and also advising LRC that because of any of the following events or circumstances BNPPLC will be entitled to make the election described in subparagraph 7(C), which will constitute a Termination of LRC’s Work and a 97-10/Meltdown Event:

     (1) LRC has taken action to cancel or terminate or reduce the coverage available to BNPPLC under the builder’s risk insurance obtained for the Construction

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Project as required by this Agreement, or LRC has otherwise failed to maintain any insurance or to provide insurance certificates to BNPPLC as required by this Agreement and not cured such failure within ten days after receiving notice thereof, or

     (2) LRC has given any Pre-lease Force Majeure Event Notice to BNPPLC, or

     (3) an Event of Default has occurred and is continuing; or

     (4) a Work/Suspension Event has occurred and not been rectified by LRC.

“Force Majeure Event” means (A) any taking of any part of the Property by eminent domain prior to the Completion Date, and (B) any damage to the Improvements or disruption of the Work that occurs prior to the Completion Date, excluding, however, any damage or disruption that would not have occurred or been suffered but for any act or any omission of LRC or of any LRC’s contractors or subcontractors during the period prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C) or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project. Force Majeure Events will include, for example and without limitation damage to the Improvements or disruption of the Work caused by fire, or acts of God (such as flood, lightning, earthquake or hurricane), war, strikes and other labor disputes, riot or similar civil disturbance, or any act or omission (which is not requested or authorized by LRC) of any tenant (or of a tenant’s employees or of any other party acting under such tenant’s control or with the approval or authorization of such tenant) under an Existing Space Lease; but only to the extent such damage or disruption is beyond the control of and not caused in whole or in part by negligence, illegal acts or willful misconduct on the part of LRC or of its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC.

“Funded Construction Allowance” means on any day the Outstanding Construction Allowance on that day, including all Construction Advances and Carrying Costs added to the Outstanding Construction Allowance on or prior to that day, plus the amount of any Qualified Prepayments deducted on or prior to that day in the calculation of such Outstanding Construction Allowance.

“Future Work” has the meaning indicated in subparagraph 4(C)(2)(b).

“Increased Cost Charges” has the meaning indicated in subparagraph 3(E)(1).

“Increased Commitment” has the meaning indicated in subparagraph 7(B)(6).

“Increased Funding Commitment” has the meaning indicated in

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subparagraph 7(B)(6)(a).

“Increased Time Commitment” has the meaning indicated in subparagraph 7(B)(6)(b).

“Initial Advance” has the meaning indicated in subparagraph 3(A).

“LRC’s Estimate of Force Majeure Delays” has the meaning indicated in subparagraph 7(B)(4).

“LRC’s Estimate of Force Majeure Excess Costs” has the meaning indicated in subparagraph 7(B)(3).

“Maximum Construction Allowance” means an amount equal to the difference computed by subtracting the Initial Advance from $46,500,000, as such amount may be increased from time to time by any Increased Funding Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“Notice of LRC’s Intent to Terminate” has the meaning indicated in subparagraph 7(B)(2).

“Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” has the meaning indicated in subparagraph 7(B)(5).

“Notice of Termination by LRC” has the meaning indicated in subparagraph 7(B)(1).

“Outstanding Construction Allowance” means, as of any date, the difference (but not less than zero) of (A) the total Construction Advances made by or on behalf of BNPPLC on or prior to such date in question, plus (B) all Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges added on or prior to the date as provided in Paragraph 3, less (C) any funds received and applied as Qualified Prepayments on or prior to such date.

“Pre-lease Casualty” has the meaning indicated in subparagraph 2(A)(2)(a).

“Pre-lease Force Majeure Delays” means delays in the completion of the Work to the extent (but only to the extent) caused by a Pre-lease Force Majeure Event.

“Pre-lease Force Majeure Event” means a Force Majeure Event that occurs prior to the Completion Date; provided, however, that if LRC does not notify BNPPLC of any such Force Majeure Event by the delivery of a Pre-lease Force Majeure Event Notice within thirty days after the Force Majeure Event first occurs or commences, then such Force

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Majeure Event will not qualify as a “Pre-lease Force Majeure Event” for purposes of this Agreement or the other Operative Documents.

“Pre-lease Force Majeure Event Notice” has the meaning indicated in subparagraph 6(B).

“Pre-lease Force Majeure Excess Costs” means the amount (if any) by which the increases in the costs of the Work resulting directly and solely from a Pre-lease Force Majeure Event (such as, for example, the costs of repairing damage to the Improvements caused by a Pre-lease Force Majeure Event) exceed the amounts available to pay or reimburse LRC for such increased costs. Amounts available to pay or reimburse such increased costs will include (a) insurance proceeds or any recovery from a third party (including any Escrowed Proceeds held by BNPPLC), and (b) any part of the Construction Allowance (including any unused contingency amount in the Construction Budget) not used or needed to cover other Reimbursable Construction Period Costs.

“Pre-lease Force Majeure Losses” means any of the following Losses resulting from any taking of the Property, damage to the Improvements or disruption of the Work which constitutes a Pre-lease Force Majeure Event:

     (a) the costs of repairing any such damage to the extent that such costs have, as of the date of any required determination of Pre-lease Force Majeure Losses, been paid or reimbursed from a Construction Advance (and thus are included in the Lease Balance as of that date), to be distinguished from costs of repairs paid or reimbursed from insurance proceeds or from any recovery from a third party;

     (b) any diminution in the value of the Property resulting from any such taking or resulting from any such damage that has not, as of the date of the required determination of Pre-lease Force Majeure Losses, been repaired;

     (c) any increase in the total amount of Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges (and any other amounts) added to the Lease Balance as provided in Paragraph 3 solely by reason of Pre-lease Force Majeure Delays; and

     (d) to the extent not already included in the increase described in the preceding clause, all increases in Carrying Costs that are attributable to the amounts included in Pre-lease Force Majeure Losses pursuant to the preceding clause (a);

but in each case such amounts will constitute Pre-lease Force Majeure Losses only to the extent, if any, that they are not offset by condemnation or insurance proceeds which are

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(1) paid by reason of such Pre-lease Force Majeure Event (including insurance proceeds paid to compensate BNPPLC or LRC for increased financing costs, the lost time value of BNPPLC’s investment in the Project or business interruption) and (2) applied as a Qualified Prepayment to reduce the Lease Balance.

It is understood that costs of repairing damage caused by a Pre-lease Force Majeure Event which are not covered by insurance proceeds by reason of an insurance policy deductible permitted by the Minimum Insurance Requirements, and thus are paid or reimbursed from a Construction Advance instead, will constitute Pre-Lease Force Majeure Losses.

Also, for purposes of this definition, the diminution in the value of the Improvements, as described in the preceding clause (b), because of any damage that constitutes a Pre-lease Force Majeure Event will not exceed the amount thereof estimated in good faith by any independent appraiser or insurance adjuster engaged by BNPPLC to determine such amount after BNPPLC has received a Pre-lease Force Majeure Event Notice as provided in subparagraph 6(B), nor will it exceed the cost of repairing the damage as estimated in good faith by any such independent insurance adjuster or as indicated by any bona fide written bid to make the repairs that BNPPLC obtains from a reputable contractor capable of making the repairs.

“Prior Work” has the meaning indicated in subparagraph 4(C)(2)(b).

“Projected Cost Overruns” means the excess (if any), calculated as of the date of each Construction Advance Request, of (1) the total of projected Reimbursable Construction Period Costs yet to be incurred or for which LRC has yet to be reimbursed hereunder (including projected Reimbursable Construction Period Costs for Future Work), over (2) the balance of the remaining Construction Allowance then projected to be available to cover such costs. The balance of the remaining Construction Allowance then projected to be available will equal: (i) the amount (if any) by which the Maximum Construction Allowance exceeds the Funded Construction Allowance, plus (ii) any Escrowed Proceeds then available or expected to be available to cover costs of repairs and restoration that LRC will perform as part of the Work after a casualty or condemnation, less (iii) all projected future Carrying Costs, Commitment Fees, Administrative Fees and other amounts to be added to the Outstanding Construction Allowance as provided in Paragraph 3.

“Reimbursable Construction Period Costs” has the meaning indicated in subparagraph 4(A).

“Remaining Proceeds” has the meaning indicated in subparagraph 5(A).

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“Scope Change” means a change to the Construction Project that, if implemented, will make the quality, function or capacity of the Improvements “materially different” (as defined below in this subparagraph) than as described or inferred by the site plan or plans and renderings referenced in Exhibit B. The term “Scope Change” is not intended to include the mere refinement, correction or detailing of the site plan, plans or renderings submitted to BNPPLC by LRC. As used in this definition, a “material difference” means a difference that could reasonably be expected to (a) cause the Lease Balance to exceed the fair market value of the Property when the Construction Project is completed and all Construction Advances required in connection therewith have been funded, or significantly increase any such excess, (b) change the general character of the Improvements from that needed to accommodate the uses to be permitted by subparagraph 2(A) of the Lease, or (c) cause or exacerbate Projected Cost Overruns.

“Target Completion Date” means the date which is the last day of the 18^th calendar month following the Effective Date, as such date may be extended from time to time by any Increased Time Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“Termination of LRC’s Work” means a termination of LRC’s rights and obligations to continue the Work because of an election to terminate made by LRC pursuant to subparagraph 7(B) or because of an election by BNPPLC made pursuant to subparagraph 7(C).

“Third Party Contract” has the meaning indicated in subparagraph 2(A)(2)(b)1).

“Third Party Contract/Termination Fees” means any amounts, however denominated, for which LRC will be obligated under a Third Party Contract as a result of any election or decision by LRC to terminate such Third Party Contract, including demobilization costs; provided, however, amounts payable only by reason of Prior Work as of the date of any such termination will not be characterized as Third Party Contract/Termination Fees. If LRC reserves an absolute express right in a Third Party Contract to terminate such contract at any time, without cause, for a specified U.S. dollar amount, such amount will constitute a Third Party Contract/Termination Fee. If no such right is reserved in a Third Party Contract, the amount of damages that LRC is required to pay (in addition to payments required for Prior Work) upon a repudiation of the Third Party Contract by LRC will qualify as a “Third Party Contract/Termination Fee” applicable to such contract for purposes of this Agreement.

“Timing or Budget Shortfall” means that, as of any time prior to the Completion Date, (i) the remaining available Construction Allowance will not be sufficient to cover

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Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances (x) because the cost of the Work exceeds budgeted expectations (resulting in Projected Cost Overruns) through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC, (y) because of any Pre-lease Force Majeure Event or (z) because LRC can no longer satisfy conditions to BNPPLC’s obligation to provide further Construction Advances, or (ii) the Work will not be substantially completed prior to the Target Completion Date through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC. As used in this definition with respect to any party, the term “fault” will not include inadequate estimation of time or dollars unless shown to be caused by the negligence or willful misconduct of that party.

“Work” has the meaning indicated in subparagraph 2(A)(2)(a).

“Work/Suspension Event” means any of the following:

     (1) Projected Cost Overruns have become more likely than not, in BNPPLC’s good faith judgment (taking into account any notices or Construction Draw Requests from LRC indicating that a Pre-lease Force Majeure Event may result in Projected Cost Overruns), and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (2) Delays in the Work (including any delays resulting from damage to the Property by fire or other casualty or from any taking of the Property by eminent domain) have made it substantially unlikely, in BNPPLC’s good faith judgment, that LRC will be able to complete the Construction Project in accordance with the requirements of this Agreement prior to the Target Completion Date using only the funds available to LRC under this Agreement, and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (3) With respect to any Construction Advance, BNPPLC has requested, but LRC has failed to provide within thirty days after receipt of the request: (1) invoices, requests for payment from contractors and other evidence reasonably establishing that the costs and expenses for which LRC has requested or is requesting reimbursement constitute actual Reimbursable Construction Period Costs, and (2) canceled checks, lien waivers or other evidence reasonably establishing that all prior Construction Advances paid to LRC have been used by LRC to pay the Reimbursable Construction Period Costs for which the prior advances were requested and made.

“Work/Suspension Notice” means a notice from BNPPLC to LRC advising LRC of any event or circumstances that constitute a Work/Suspension Event and advising LRC that (1) before the Work/Suspension Event is rectified BNPPLC may limit Construction

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Advances to LRC as permitted by this Agreement, and (2) unless LRC does rectify the Work/Suspension Event within thirty days after LRC’s receipt of such notice, BNPPLC may elect to send an FOCB Notice in anticipation of a Termination of LRC’s Work.

“Work/Suspension Period” means any period (1) beginning with the date of any Work/Suspension Notice, FOCB Notice or Notice of LRC’s Intent to Terminate, and (2) ending on the earlier of (a) the first date upon which (i) no Work/Suspension Events are continuing, (ii) all previous FOCB Notices and Notices of LRC’s Intent to Terminate (if any) have been rescinded, and (iii) no 97-10/Meltdown Events have occurred, or (b) the effective date of any Termination of LRC’s Work as described in subparagraph 7(B) or subparagraph 7(C).

2 Construction and Management of the Property by LRC.

(A) The Construction Project.

     (1) Construction Approvals by BNPPLC.

     (a) Preconstruction Approvals by BNPPLC. LRC has submitted and obtained BNPPLC’s approval of the site plan and descriptions of the Construction Project referenced in Exhibit B. Also set forth in Exhibit B is a general description of the Construction Project. The Construction Project, as constructed by LRC pursuant to this Agreement, and all construction contracts and other agreements executed or adopted by LRC in connection therewith, must not be inconsistent in any material respect with the plans or other items referenced in Exhibit B, except to the extent otherwise provided by any Scope Change approved by BNPPLC.

     (b) Approval of Scope Changes. Before making a Scope Change, LRC must provide to BNPPLC a reasonably detailed written description of the Scope Change, a revised Construction Budget and a copy of any changes to the drawings, plans and specifications for the Improvements required in connection therewith, all of which must be approved in writing by BNPPLC before the Scope Change is implemented. After receiving such items, BNPPLC will endeavor in good faith to promptly respond to any request by LRC for approval of the Scope Change. BNPPLC will not, however, be liable for any failure to provide a prompt response. Further, BNPPLC’s approval will not in any event constitute a waiver of subparagraph 2(A)(3) or of any other provision of this Agreement or other Operative Documents.

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     (2) LRC’s Rights of Access and to Control Construction. Subject to the terms and conditions set forth in this Agreement, and prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C), LRC will have full access to the Land and all Improvements on the Land to the exclusion of BNPPLC or others claiming through BNPPLC (except as provided in subparagraph 2(G)) and will have the sole right to control and the sole responsibility for the design and construction of the Construction Project, including the means, methods, sequences and procedures implemented to accomplish such design and construction. Although title to all Improvements will vest in BNPPLC (as more particularly provided in subparagraph 2(C)), BNPPLC’s obligation with respect to the Construction Project will be limited to the making of advances under and subject to the conditions set forth in this Agreement. Without limiting the foregoing, LRC acknowledges and agrees that:

     (a) Performance of the Work. Except as provided in subparagraphs 7(A) and 7(D), LRC must, using commercially reasonable efforts and in an expeditious and economical manner not inconsistent with the interests of BNPPLC, perform or cause to be performed all work required, and must provide or cause to be provided all supplies and materials required, to demolish and remove existing Improvements on the Property (as appropriate to accommodate the new Improvements to be constructed) and to design and complete construction of the Construction Project (collectively, the “Work”) no later than the Target Completion Date. The Work will include obtaining all necessary building permits and other governmental approvals required in connection with the design and construction of the Construction Project, or required in connection with the use and occupancy thereof (e.g., certificates of occupancy). The Work will also include any repairs or restoration required because of damage to Improvements by fire or other casualty prior to the Completion Date (a “Pre-lease Casualty”); provided, however, the cost of any such repairs or restoration will be subject to reimbursement not only through Construction Advances made to LRC on and subject to the terms and conditions of this Agreement, but also through the application of Escrowed Proceeds as provided in Paragraph 5; and, provided further, like other Work, any such repairs and restoration to be provided by LRC will be subject to subparagraphs 7(A) and 7(B), which establish certain rights of LRC to suspend or discontinue any Work. LRC will carefully schedule and supervise all Work, will check all materials and services used in connection with all Work and will keep full and detailed accounts as may be necessary to document expenditures made or expenses incurred for the Work.

     (b) Third Party Contracts.

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     1) LRC will not enter into any construction contract or other agreement with a third party concerning the Work or the Construction Project (a “Third Party Contract”) in the name of BNPPLC or otherwise purport to bind BNPPLC to any obligation to any third party.

     2) In any Third Party Contract between LRC and any of its Affiliates (an “Affiliate’s Contract”) LRC must reserve the right to terminate such contract at any time, without cause, and without subjecting LRC to liability for any Third Party Contract/Termination Fee. Further, LRC must not enter into any Affiliate’s Contract that obligates LRC to pay more than would be required under an arms-length contract or that would require LRC to pay its Affiliate any amount in excess of the sum of actual, out-of-pocket direct costs and internal labor costs incurred by the Affiliate to perform such contract.

     (c) Adequacy of Drawings, Specifications and Budgets. BNPPLC has not made and will not make any representations as to the adequacy of the Construction Budget or any other budget or any site plans, renderings, plans, drawings or specifications for the Construction Project, and no modification of any such budgets, site plans, renderings, plans, drawings or specifications that may be required from time to time will entitle LRC to any adjustment in the Construction Allowance.

     (d) Existing Condition of the Land and Improvements. LRC is familiar with the conditions of the Land and any existing Improvements on the Land. LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance or for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work by reason of any condition (concealed or otherwise) of or affecting the Land or Improvements.

     (e) Correction of Defective Work. LRC will promptly correct all Work performed prior to any Termination of LRC’s Work that does not comply with the requirements of this Agreement for any reason other than a Pre-lease Casualty (“Defective Work”). If LRC fails to correct any Defective Work or fails to carry out Work in accordance with this Agreement, BNPPLC may (but will not be required to) order LRC to stop all Work until the cause for such failure has been eliminated.

     (f) Clean Up. Upon the completion of all Work, LRC will remove all waste material and rubbish from and about the Land, as well as all tools, construction equipment, machinery and surplus materials. LRC will keep the Land and the Improvements thereon in a reasonably safe and sightly condition as

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Work progresses.

     (g) No Damage for Delays. LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance by reason of any delay in the performance of any Work. Nor will LRC have any claim for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work because of any such period of delay, except that (i) in the case of any Pre-lease Force Majeure Delays, LRC will have certain rights as set forth in subparagraph 7(B) and other provisions of this Agreement, and (ii) in the event of intentional interference with the Work by BNPPLC itself for which LRC provides written notice to cease, LRC will be entitled to an extension of the deadline specified in subparagraph 2(A)(2)(a) as needed because of any delays resulting from such intentional interference. It is also understood that any such intentional interference by BNPPLC will constitute a Force Majeure Event. In no event, however, will BNPPLC’s exercise of its rights and remedies permitted under this Agreement or the other Operative Documents be construed as intentional interference with LRC’s performance of any Work; and thus neither BNPPLC’s exercise of its right to withhold Construction Advances at any time when LRC has failed to satisfy all conditions herein to such advances, nor BNPPLC’s exercise of its right to terminate Work by LRC as provided in subparagraph 7(C), be considered as intentional interference with the Work or a Pre-lease Force Majeure Event.

     (h) No Other Fees to LRC. Except as provided in the next subparagraph, LRC will have no claim under this Agreement for any fee or other compensation or for any reimbursement of internal administrative or overhead expenses (other than the out-of-pocket overhead expenses properly included in the Construction Budget, if any), it being understood that LRC is executing this Agreement in consideration of the rights expressly granted to it herein and in the other Operative Documents.

     (i) Administration of Existing Space Leases. Prior to any Termination of LRC’s Work, LRC’s rights under this Agreement will extend to and include the right to enforce and administer Existing Space Leases and to receive and enjoy all benefits conferred upon BNPPLC by the Existing Space Leases, including the right to receive rents thereunder as they become due. Without limiting the foregoing, LRC may (on behalf of BNPPLC) exercise any right to terminate any Existing Space Lease provided therein in the event of a default by the tenant thereunder. LRC must apply all rents paid to it under the Existing Space Leases prior to the Completion Date in the following order: (A) first, to pay on behalf of BNPPLC the management fee due to LRC as described

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below in this subparagraph; (B) second, to pay any costs incurred to provide maintenance or repairs or services, if any, required of the landlord by the Existing Space Leases; (C) third, to reimburse BNPPLC for any Losses it may incur with respect to the Property or this Agreement, other than Covered Construction Period Losses for which BNPPLC is entitled to be indemnified by LRC pursuant to this Agreement. LRC must also pay any such rents not otherwise applied as provided in the preceding sentence, or needed by LRC to pay amounts described in the preceding sentence, over to BNPPLC for application as a Qualified Prepayment. As compensation for administering the Existing Space Leases during each calendar month or portion thereof after the Effective Date and prior to the Completion Date or any Termination of LRC’s Work, LRC will be entitled to the payment by or on behalf of BNPPLC of a management fee of three percent (3%) of the rents payable (whether or not collected) under the Existing Space Leases for such calendar month or portion thereof.

     (3) Quality of Work. LRC will cause the Work undertaken and administered by it pursuant to this Agreement to be performed (a) in a safe and good and workmanlike manner, (b) in accordance with Applicable Laws, and (c) in compliance with the provisions of this Agreement and the material provisions of the Permitted Encumbrances.

     (B) Completion Notice. Within fifteen Business Days after LRC substantially completes construction of the Construction Project and obtains any certificate of occupancy or other permit (temporary or permanent) required by Applicable Laws for the commencement of LRC’s use and occupancy of the Improvements, LRC must provide a notice (a “Completion Notice”) to BNPPLC, advising BNPPLC thereof, and thereby establish the Completion Date. For purposes of this Agreement and the other Operative Documents, BNPPLC will be entitled to rely without investigation upon any such notice given by LRC as evidence that LRC has, in fact, substantially completed the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements, and after giving any such notice LRC will be estopped from later claiming that the Completion Date has not occurred.

     (C) Status of Property Acquired With BNPPLC’s Funds. All Improvements constructed on the Land as provided in this Agreement will constitute “Property” for purposes of the Lease and other Operative Documents. Further, to the extent heretofore or hereafter acquired (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be considered as having been acquired on behalf of BNPPLC by LRC and will constitute “Property” for purposes of the Lease and other Operative Documents, as will all renewals or replacements of or substitutions for any

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such Property. The parties intend that title to the Improvements and to any other such Property will vest in BNPPLC without passing through LRC or LRC’s Affiliates before it is transferred to BNPPLC from contractors, suppliers, vendors or other third Persons, but with the understanding that all such Property will be accepted by BNPPLC subject to the terms and conditions of the other Operative Documents, including subparagraph 4(C)(1) of the Lease (concerning the characterization of the Lease and other Operative Documents for tax and certain other purposes). Although nothing herein constitutes authorization of LRC by BNPPLC to bind BNPPLC to any construction contract or other agreement with a third Person, any construction contract or other agreement executed by LRC for the acquisition or construction of Improvements or other components of the Property may, as LRC deems appropriate, provide for the direct transfer of title to BNPPLC as described in the preceding sentence.

     (D) Insurance.

     (1) Liability Insurance. Throughout the period prior to any Termination of LRC’s Work, LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements, which are set forth in an exhibit to the Common Definitions and Provisions Agreement. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) Property Insurance. Throughout the period prior to any Termination of LRC’s Work, LRC must also keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements. If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance has been required hereunder, (i) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (ii) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC for application as required by Paragraph 5, and (iii) BNPPLC may settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and

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is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds. If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 5 will apply.

     (3) Failure of LRC to Obtain Insurance. If LRC fails to obtain any insurance or to provide confirmation of any insurance as required by this Agreement, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may charge the cost of such insurance against the Construction Allowance as if it were a Construction Advance paid to LRC as hereinafter provided.

     (4) Waiver of Subrogation. LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party for any and all Losses, to the extent that LRC is compensated by insurance or would be compensated by the insurance policies contemplated in this Agreement, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Agreement. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

     (E) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party must promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. Prior to any Termination of LRC’s Work, LRC must, if requested by BNPPLC, diligently prosecute any such proceedings and consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of condemnation with respect to the Property and all judgments, decrees and awards for injury or damage to the Property will be paid to BNPPLC as Escrowed Proceeds, and all such proceeds will be applied as provided in Paragraph 5. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, to settle and deliver valid acquittances for, or to challenge and to appeal from, any such judgment, decree or award concerning condemnation of any of the

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Property (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     (F) Additional Representations, Warranties and Covenants of LRC Concerning the Property. Without limiting the rights granted to LRC by other provisions of this Agreement to be reimbursed from Construction Advances for the cost of complying with the following, LRC represents, warrants and covenants as follows:

     (1) Payment of Local Impositions. Throughout the period prior to any Termination of LRC’s Work, LRC must pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Local Impositions. If requested by BNPPLC from time to time, LRC will furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions prior to the applicable delinquency date therefor.

Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Agreement because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof, or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (2) Operation and Maintenance. Throughout the period prior to any

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Termination of LRC’s Work, LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws and Existing Space Leases in all material respects and pay or cause to be paid all fees or charges of any kind in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, LRC must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and LRC must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Agreement, LRC must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any federal, state or other Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (3) Debts for Construction, Maintenance, Operation or Development. LRC

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must promptly pay or cause to be paid all debts and liabilities incurred by it or its contractors or subcontractors in the construction, maintenance, operation or development of the Property. Such debts and liabilities will include those incurred for labor, material and equipment and all debts and charges for utilities servicing the Property.

     (4) Permitted Encumbrances. LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances throughout the period prior to any Termination of LRC’s Work. LRC must not, without the prior consent of BNPPLC, enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions encumbering BNPPLC’s interest in the Property.

     (5) Books and Records Concerning the Property. LRC must keep books and records that are accurate and complete in all material respects for LRC’s construction and management of the Property as contemplated in this Agreement and must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

     (G) BNPPLC’s Right of Access.

     (1) Access Generally. BNPPLC and BNPPLC’s representatives may enter the Property at any time after reasonable prior notice to LRC for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Agreement or the other Operative Documents.

     (2) Failure of LRC to Perform. If LRC fails to perform any act or to take any action required of it by this Agreement or other Operative Documents, or to pay any money which LRC is required by this Agreement or other Operative Documents to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. (To the extent that expenses so incurred by BNPPLC, or money so paid by BNPPLC, qualify as Covered Construction Period Losses, LRC must pay the same to BNPPLC upon demand. If any such expenses incurred or money paid do not qualify as Covered Construction Period Losses, they will be included - with interest — in the Balance of Unpaid Covered Construction Period Losses under and as defined in the Purchase Agreement.) Further, BNPPLC, upon making such payment, will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which, under any

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provision of this Agreement or otherwise, LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work permitted by BNPPLC hereunder on or in the Property keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or its invitees by reason of BNPPLC’s performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Agreement and the other Operative Documents will not thereby be excused in any manner.

3 Amounts to be Added to the Lease Balance (in Addition to Construction Advances).

     (A) Initial Advance. Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to cover the (i) purchase price for the Property due pursuant to the Existing Contract, and (ii) certain Transaction Expenses and other amounts described in this subparagraph. The amount of the Initial Advance, which will be included in the Lease Balance, may be confirmed by a separate closing certificate executed by LRC as of the Effective Date. An arrangement fee of as provided in the Closing Letter (the “Arrangement Fee”) and an initial administrative agency fee of as provided in the Closing Letter (an “Administrative Fee”) will all be paid from the Initial Advance (and thus be included in the Lease Balance). To the extent that BNPPLC does not itself use the entire the Initial Advance to pay the purchase price for the Property or Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to LRC, with the understanding that LRC will use any such amount advanced for one or more of the following purposes: (1) the reimbursement of any earnest money or other escrow or deposits funded by LRC under the Existing Contract, to the extent (if any) that such escrow or deposits are applied against the purchase price due to the Prior Owner rather than returned to LRC; (2) the payment or reimbursement of Transaction Expenses incurred by LRC and “soft costs” incurred by LRC in connection with the acquisition of the Property or the planning, design, engineering, construction and permitting of the Construction Project; or (3) the payment of other amounts due pursuant to the Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, LRC will make a reasonable effort to determine all prior deposits made and expenses incurred by it as described in clauses (1) and (2) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such deposits and expenses in addition to the net purchase price payable by BNPPLC to the Prior Owner, the Arrangement Fee, the initial Administrative Fee and all Transaction Expenses incurred by BNPPLC. However, no failure by LRC to identify and include all such deposits and expenses in the amount of the requested Initial Advance will preclude LRC from requesting reimbursement for the same through a subsequent Construction

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Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to Paragraph 4 will not be limited to those incurred after the Effective Date.)

     (B) Carrying Costs. For each Construction Period certain charges (“Carrying Costs”) will accrue and be added to the Outstanding Construction Allowance on the last day of such Construction Period (i.e., generally on the Advance Date upon which such Construction Period ends). If, however, for any reason the Lease Balance (and thus the Outstanding Construction Allowance included as a component thereof) must be determined as of any date between Advance Dates, the Outstanding Construction Allowance determined on such date will include not only Carrying Costs added on or before the immediately preceding Advance Date computed as described below, but also Carrying Costs accruing on and after such preceding Advance Date to but not including the date in question. Carrying Costs accruing for any Construction Period will be equal to:

• the amount equal on the first day of such Construction Period to the Lease Balance, times

• the sum of LIBOR and the Secured Spread for such Construction Period, times

• a fraction, the numerator of which is the number of days in such Construction Period and the denominator of which is three hundred sixty.

     (C) Commitment Fees. For each Construction Period additional charges (“Commitment Fees”) will accrue and be added to the Outstanding Construction Allowance on the last day of such Construction Period (i.e., generally on the Advance Date upon which such Construction Period ends). If, however, for any reason the Lease Balance (and thus the Outstanding Construction Allowance included as a component thereof) must be determined as of any date between Advance Dates, the Outstanding Construction Allowance determined on such date will include not only Commitment Fees added on or before the immediately preceding Advance Date computed as described below, but also Commitment Fees accruing on and after such preceding Advance Date to but not including the date in question. Commitment Fees for each Construction Period will be computed as follows:

•	twenty basis points (20/100 of 1%), times an amount equal to:
	(1)   the Maximum Construction Allowance, less
	(2)   the Funded Construction Allowance on the first day of such Construction Period; times

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• the number of days in such Construction Period; divided by

• three hundred sixty.

     (D) Future Administrative Fees and Out-of-Pocket Costs. If the Completion Date does not occur prior to the first anniversary of the Effective Date, then on each anniversary of the Effective Date prior to the Completion Date, an annual administrative agency fee (also, an “Administrative Fee”) of the amount specified in the Closing Letter will be added to the Outstanding Construction Allowance by BNPPLC in the amount provided in the Term Sheet. Also, to the extent that BNPPLC incurs any out-of-pocket costs prior to the Completion Date with respect to the administration of or performance of its obligations under this Agreement or other Operative Documents (e.g., any Attorneys’ Fees or other costs incurred to evaluate lien releases and other information submitted by LRC with requests for Construction Advances), BNPPLC may add such costs to the Outstanding Construction Allowance from time to time.

     (E) Increased Cost Charges and Capital Adequacy Charges.

     (1) If after the Effective Date and prior to the Completion Date there is any increase in the cost to BNPPLC’s Parent or any Participant of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then BNPPLC may agree or become obligated to pay to BNPPLC’s Parent or such Participant, as the case may be, additional amounts (“Increased Cost Charges”) sufficient to compensate BNPPLC’s Parent or the Participant for such increased costs. Any Increased Cost Charges paid by BNPPLC or for which BNPPLC becomes obligated to pay, prior to the Completion Date, will be added to the Outstanding Construction Allowance by BNPPLC.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“Capital Adequacy Charges”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it and that the amount of such capital is increased by or based upon the existence of advances made or to be made to BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property or to make Construction Advances. To the extent that BNPPLC’s Parent or a Participant provides a certificate or notice to BNPPLC and to LRC demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, and BNPPLC pays or becomes obligated to pay to BNPPLC’s Parent or such Participant the amount so demanded prior to the Completion Date, such amount will also be added to the Outstanding Construction Allowance by BNPPLC; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be

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paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 3(E), the Outstanding Construction Allowance will not be increased, over the objection of LRC, by reason of any claim for compensation made as provided in this subparagraph 3(E) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or its parent) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or its parent’s) creditworthiness, record keeping or failure to comply with Applicable Laws (including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation described in this subparagraph 3(E), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances..

4 Construction Advances.

     (A) Costs Subject to Reimbursement Through Construction Advances. Subject to the terms and conditions set forth herein, LRC will be entitled to a Construction Allowance, from which BNPPLC will make Construction Advances on Advance Dates from time to time to pay or reimburse LRC for the following costs (“Reimbursable Construction Period Costs”) to the extent the following costs are not already included in Transaction Expenses paid by BNPPLC from the Initial Advance:

     (1) the actual costs and expenses incurred or paid by LRC for the preparation, negotiation and execution of this Agreement and the other Operative Documents;

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     (2) costs of the Work, including not only hard costs incurred for the new Improvements described in Exhibit B, but also the following costs to the extent reasonably incurred in connection with the Construction Project:

• soft costs payable to third parties (whether or not incurred prior to the Effective Date), such as legal fees, architectural fees, engineering fees, construction management fees, transaction management fees and fees and costs paid in connection with obtaining project permits and approvals required by Governmental Authorities or any of the Permitted Encumbrances,

• site preparation costs, and

• costs of offsite and other public improvements required as conditions of governmental approvals for the Construction Project;

     (3) the cost of title insurance in favor of BNPPLC and of maintaining other insurance required by (and consistent with the requirements of) this Agreement prior to the Completion Date, and costs of repairing any damage to the Improvements caused by a Pre-lease Casualty to the extent such costs are not covered by Escrowed Proceeds made available to LRC as provided herein prior to the Completion Date;

     (4) Local Impositions that accrue or become due prior to the Completion Date;

     (5) reasonable and ordinary out-of-pocket costs of operating and maintaining the Property prior to the Completion Date in accordance with the requirements of this Agreement; and

     (6) Third Party Contract/Termination Fees, not to exceed in the aggregate ten percent (10%) of the Maximum Construction Allowance, payable by LRC in connection with any Third Party Contract between LRC and a Person not an Affiliate of LRC because of any election by LRC to cancel or terminate such contract during a Work/Suspension Period.

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     (B) Exclusions From Reimbursable Construction Period Costs. Notwithstanding anything herein to the contrary, BNPPLC will not be required to make any Construction Advance to pay or to reimburse or compensate LRC for Covered Construction Period Losses paid by LRC as provided in subparagraph 9(A) or for any of the following Losses which may be incurred by LRC or any other party:

     (1) Environmental Losses;

     (2) Losses that would not have been incurred but for any affirmative act taken by LRC or by any of LRC’s contractors or subcontractors, which act is contrary to the terms and conditions of this Agreement or the other Operative Documents (e.g., undertaking a Scope Change without prior authorization of BNPPLC);

     (3) Losses that would not have been incurred but for any fraud, misapplication of Construction Advances or other funds, illegal acts or willful misconduct on the part of LRC or its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC; and

     (4) Losses that would not have been incurred but for any bankruptcy proceeding involving LRC as the debtor.

     (C) Conditions to LRC’s Right to Receive Construction Advances. BNPPLC’s obligation to provide Construction Advances to LRC from time to time under this Agreement will be subject to the following terms and conditions, all of which terms and conditions are intended for the sole benefit of BNPPLC, and none of which will limit in any way the right of BNPPLC to treat costs or expenditures incurred or paid by or on behalf of BNPPLC as Construction Advances pursuant to subparagraph 8(A):

     (1) Construction Advance Requests. LRC must make a written request (a “Construction Advance Request”) for any Construction Advance, specifying the amount of such advance, at least five Business Days prior to the Advance Date upon which the advance is to be paid. To be effective for purposes of this Agreement, a Construction Advance Request must be in substantially the form attached as Exhibit C. LRC will not submit more than one Construction Advance Request in any calendar month.

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     (2) Amount of the Advances.

     (a) The Maximum Construction Allowance. LRC will not be entitled to require any Construction Advance that would cause the Funded Construction Allowance to exceed the Maximum Construction Allowance or that would increase the amount of any such excess.

     (b) Costs Previously Incurred by LRC. LRC will not be entitled to require any Construction Advance that would cause the aggregate of all Construction Advances to exceed the sum of:

     (i) Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred by LRC other than for Work (e.g., Local Impositions), plus

     (ii) the Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred for Prior Work as of the date of the Construction Advance Request in which LRC requests the advance.

As used in this Agreement, “Prior Work” means all labor and services actually performed, and all materials actually delivered to the construction site, as part of the Work in accordance with this Agreement prior to the date in question, and “Future Work” means labor and services performed or to be performed, and materials delivered or to be delivered, as part of the Work on or after the date in question. For purposes of this Agreement, LRC and BNPPLC intend to allocate Reimbursable Construction Period Costs between Prior Work and Future Work in a manner that is generally consistent with the allocations expressed or implied in construction-related contracts negotiated in good faith between LRC and third parties not affiliated with LRC (e.g., a construction contractor engaged by LRC); however, in order to verify the amount of Reimbursable Construction Period Costs actually paid or incurred by LRC and the proper allocation thereof between Prior Work and Future Work, BNPPLC will be entitled (but not required) to: (x) request, receive and review copies of such agreements between LRC and third parties and of draw requests, budgets or other supporting documents provided to LRC in connection with or pursuant to such agreements as evidence of the allocations expressed or implied therein, (y) from time to time engage one or more independent inspecting architects, certified public accountants or other appropriate professional consultants and, absent manifest error, rely without further investigation upon their reports and recommendations, and (z) without waiving BNPPLC’s right to challenge or verify allocations required with respect

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to future Construction Advances, rely without investigation upon the accuracy of LRC’s own Construction Advance Requests.

     (c) Limits During any Work/Suspension Period. Without limiting the other terms and conditions imposed by this Agreement for the benefit of BNPPLC with respect all Construction Advances, BNPPLC will have no obligation to make any Construction Advance during any Work/Suspension Period that would cause the aggregate of all Construction Advances to exceed the sum of:

     (i) Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred by LRC other than for Work (e.g., Local Impositions), plus

     (ii) the Reimbursable Construction Period Costs that LRC has, to the reasonable satisfaction of BNPPLC, substantiated as having been paid or incurred for Prior Work as of the date the Work/Suspension Period commenced.

For purposes of computing the limits described in this subparagraph 4(C)(2)(c), Reimbursable Construction Period Costs “other than for Work” will include Third Party Contract/Termination Fees that qualify as Reimbursable Construction Period Costs pursuant to subparagraph 4(A)(6). However, as provided in subparagraph 4(A)(6), the amount of such Third Party Contract/Termination Fees subject to reimbursement will not in any event exceed ten percent (10%) of the Maximum Construction Allowance. If LRC fails to manage and administer Third Party Contracts as necessary to ensure that LRC can (at any point in time) terminate all such contracts without becoming liable for Third Party Contract/Termination Fees in excess of ten percent (10%) of the Maximum Construction Allowance, then the excess will be the responsibility of LRC.

     (d) Restrictions Imposed for Administrative Convenience. LRC will not request any Construction Advance (other than the final Construction Advance LRC intends to request) for an amount less than $1,000,000.

     (3) No Advances After Certain Dates. BNPPLC will have no obligation to make any Construction Advance (x) after the last Advance Date, (y) on or after the Designated Sale Date, or (z) on or after the effective date of any Termination of LRC’s Work pursuant to subparagraph 7(B) or subparagraph 7(C).

     (D) Breakage Costs for Construction Advances Requested But Not Taken. If LRC requests but thereafter declines to accept any Construction Advance, or if LRC requests a

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Construction Advance that it is not permitted to take because of its failure to satisfy any of the conditions specified in subparagraph 4(C), BNPPLC will be entitled to add any resulting Breakage Costs to the Outstanding Construction Allowance and the Lease Balance.

     (E) No Third Party Beneficiaries. No contractor or other third party will be entitled to require BNPPLC to make advances as a third party beneficiary of this Agreement, and nothing contained herein or in any of the other Operative Documents will be construed as an agreement obligating BNPPLC to make advances to anyone other than LRC itself.

     (F) No Waiver. No funding of Construction Advances and no failure of BNPPLC to object to any Work proposed or performed by or for LRC will constitute a waiver by BNPPLC of the requirements contained in this Agreement.

5 Application of Insurance and Condemnation Proceeds.

     (A) Collection and Application Generally. This Paragraph 5 will govern the application of proceeds received by BNPPLC or LRC from any third party prior to the commencement of the Term of the Lease (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property (e.g., damage resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Agreement or the Property. LRC will promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 5 which LRC may receive from any insurer, condemning authority or other third party. All proceeds covered by this Paragraph 5, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 5 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (the “Remaining Proceeds”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to pay or reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by

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BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 5, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B) Advances of Escrowed Proceeds to LRC. Except as otherwise provided below in this Paragraph 5, prior to the Completion Date BNPPLC will hold all such Remaining Proceeds as Escrowed Proceeds until they are advanced to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Agreement. BNPPLC will so advance the Escrowed Proceeds as the applicable repair or restoration progresses and upon compliance by LRC with such conditions and requirements as may be reasonably imposed by BNPPLC, including conditions and requirements similar to those that set forth herein for the payment of Construction Advances. In no event, however, will BNPPLC be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair, restoration or replacement, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC.

     (C) Status of Escrowed Proceeds After Commencement of the Term of the Lease. Any Remaining Proceeds governed by this Paragraph 5 which BNPPLC is continuing to hold as Escrowed Proceeds when the Term of the Lease commences will be applied in accordance with the terms and conditions of the Lease as if received by BNPPLC immediately after the Term commenced.

     (D) Special Provisions Applicable After a 97-10/Meltdown Event or Event of Default. Notwithstanding the foregoing, after any 97-10/Meltdown Event and when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 5 and to apply all Remaining Proceeds, when and in such order and to such extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments.

     (E) LRC’s Obligation to Restore. Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if the Property is damaged by fire or other casualty or any part of the Property is taken by eminent domain, LRC must to the maximum extent possible, as part of the Work, restore the Property or the remainder thereof and continue construction of the Construction Project on and subject to the terms and conditions set forth in this Agreement; provided, however, like other Work, any such restoration and continuation of construction by LRC will be subject to subparagraphs 7(A) and 7(B), which establish certain rights of LRC to suspend or discontinue any Work; and, provided further, any additional costs required to complete the Construction Project resulting from such a casualty or taking prior to the Completion Date will, to the extent not covered by Remaining Proceeds paid to LRC as provided

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herein, be subject to reimbursement by BNPPLC as Reimbursable Construction Period Costs on the same terms and conditions that apply to reimbursements of other costs of the Work hereunder.

     (F) Special Provisions Concerning a Complete Taking. LRC may react to any threat of a Complete Taking from a Governmental Authority by exercising LRC’s right to accelerate the Designated Sale Date (as provided in the definition thereof) and by exercising the Purchase Option under the Purchase Agreement. By so doing, LRC will put itself in a position to control condemnation proceedings and to receive all proceeds of the Complete Taking. If, however, LRC does not buy the Property pursuant to the Purchase Agreement prior to any Complete Taking, then BNPPLC will be entitled to receive and retain all amounts paid for the Property in connection with the Complete Taking, notwithstanding any contrary provision herein or in the other Operative Documents and notwithstanding that such proceeds may exceed the Lease Balance.

     (G) Preservation of LRC’s Right to Receive Construction Advances. Notwithstanding the foregoing, nothing in this Paragraph 5 (including limitations upon LRC’s rights to receive insurance or condemnation proceeds) is intended to limit or impair LRC’s rights, on and subject to the terms and conditions set forth in Paragraph 4, to receive Construction Advances as reimbursement for Reimbursable Construction Period Costs.

6 Notice of Cost Overruns and Pre-lease Force Majeure Events.

     (A) Notice of Projected Cost Overruns. If, at the time LRC submits any Construction Advance Request, LRC believes for any reason (including any damage to the Property by fire or other casualty or any taking of any part of the Property by eminent domain) that Projected Cost Overruns are more likely than not, LRC must state such belief in the Construction Advance Request and, if LRC can reasonably do so, LRC will estimate the approximate amount of such Projected Cost Overruns.

     (B) Pre-lease Force Majeure Event Events and Notices. LRC may from time to time provide a notice to BNPPLC in the form attached as Exhibit D (a “Pre-lease Force Majeure Event Notice”), describing any Pre-lease Force Majeure Event that has occurred or commenced within the 30 days prior to such notice and setting forth LRC’s preliminary good faith estimate of any Pre-lease Force Majeure Delays, Pre-lease Force Majeure Losses and Pre-lease Force Majeure Excess Costs that are likely to result from such event. BNPPLC will have the option to respond to any Pre-lease Force Majeure Event Notice with an FOCB Notice or, alternatively and if applicable, with an Increased Commitment as provided in subparagraph 7(B)(6).

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7 Suspension and Termination of LRC’s Work.

     (A) Rights and Obligations During a Work/Suspension Period. During any Work/Suspension Period, LRC will have the right to suspend the Work; however, the obligations of LRC which are to survive any Termination of LRC’s Work as provided in subparagraph 7(D) will continue and survive during any Work/Suspension Period.

     (B) LRC’s Election to Terminate LRC’s Work. LRC may elect to terminate its rights and obligations to continue Work at any time prior to the Completion Date if at such time LRC believes in good faith that a Timing or Budget Shortfall exists. To be effective, however, any such election by LRC must be made in accordance with the following provisions:

     (1) Any such election by LRC to terminate its rights and obligations to continue the Work must be made by notice to BNPPLC in the form of Exhibit E (a “Notice of Termination by LRC”).

     (2) At least forty-five days before giving any such Notice of Termination by LRC, LRC must give a notice of LRC’s intent to terminate to BNPPLC in the form of Exhibit F (a “Notice of LRC’s Intent to Terminate”), and the Notice of LRC’s Intent to Terminate must state the reasons, in LRC’s good faith determination, for the Timing or Budget Shortfall.

     (3) Without limiting the forgoing, prior to giving any Notice of Termination by LRC predicated upon LRC’s belief that the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of a Pre-lease Force Majeure Event, LRC must — after having notified BNPPLC of the such event by the delivery of a Pre-lease Force Majeure Event Notice in accordance with subparagraph 6(B) — expressly set forth such belief in the Notice of LRC’s Intent to Terminate as indicated in Exhibit F. In any such Notice of LRC’s Intent to Terminate, LRC must also specify its good faith estimate of the Pre-lease Force Majeure Excess Costs likely to be incurred (“LRC’s Estimate of Force Majeure Excess Costs”).

     (4) Similarly, prior to giving any Notice of Termination by LRC predicated upon LRC’s belief that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from a Pre-lease Force Majeure Event, LRC must — after having notified BNPPLC of such event by the delivery of a Pre-lease Force Majeure Event Notice in accordance with subparagraph 6(B) — expressly set forth such belief in the Notice of LRC’s Intent to Terminate as indicated in Exhibit F. In any such Notice of LRC’s Intent to Terminate, LRC must also specify its good faith estimate of the Pre-lease Force Majeure Delays

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likely to occur (“LRC’s Estimate of Force Majeure Delays”).

     (5) As used herein, a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” means any Notice of LRC’s Intent to Terminate that sets forth LRC’s belief, by the optional provisions contemplated in Exhibit F, that either or both: (a) the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of a Pre-lease Force Majeure Event, or (b) the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from a Pre-lease Force Majeure Event. Should any Termination of LRC’s Work occur before LRC sends a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event (in accordance with this subparagraph and in the form attached as Exhibit F), such Termination of LRC’s Work will, for purposes of determining whether any 97-10/Prepayment may be required pursuant to Paragraph 8, be conclusively presumed to have occurred for reasons other than a Pre-lease Force Majeure Event.

     (6) After receipt of any Notice of LRC’s Intent to Terminate and before receipt of a Notice of Termination by LRC, BNPPLC may, but will not be obligated to, respond to LRC with certain commitments as follows (such a response being hereinafter called an “Increased Commitment”):

     (a) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force Majeure Excess Costs, BNPPLC may respond with a written commitment to increase the Construction Allowance (an “Increased Funding Commitment”) by an amount at least equal to LRC’s Estimate of Force Majeure Excess Costs as set forth in such Notice of LRC’s Intent to Terminate. Any such Increased Funding Commitment may be in the form of Exhibit G.

     (b) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays, BNPPLC may respond with a written commitment to extend the Target Completion Date (an “Increased Time Commitment”) by at least the number of days included in LRC’s Estimate of Force Majeure Delays as set forth in such Notice of LRC’s Intent to Terminate. Any such Increased Time Commitment may be in the form of Exhibit H.

     (c) In the case of a Notice of Intent to Terminate Because of a Force Majeure Event which expresses LRC’s belief that both (i) the remaining available Construction Allowance will not be sufficient only because of Pre-lease Force

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Majeure Excess Costs and (ii) the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays, BNPPLC may respond with both an Increased Funding Commitment and an Increased Time Commitment as provided in the preceding subparagraphs (a) and (b).

     (d) In the case of a Notice of Intent to Terminate which is not a Notice of Intent to Terminate Because of a Force Majeure Event (and thus not covered by any of the preceding subparagraphs (a) through (c)), BNPPLC may require LRC to promptly provide a good faith estimate of the minimum Increased Funding Commitment or Increased Time Commitment (or both) reasonably required to eliminate the reasons for LRC’s delivery of the Notice of Intent to Terminate. After receipt of LRC’s good faith estimate, BNPPLC may respond with an Increased Funding Commitment or Increased Time Commitment (or both) consistent with such estimate.

     (7) If BNPPLC does respond to a Notice of LRC’s Intent to Terminate with an Increased Commitment, LRC will be entitled to, and will not unreasonably refuse to, rescind such Notice of LRC’s Intent to Terminate within ten days after receipt of such Increased Commitment. To be effective, any such rescission must be by notice to BNPPLC in the form of Exhibit I. In any event, except as provided in the next subparagraph, the failure of LRC to so rescind any Notice of LRC’s Intent to Terminate within ten days after receipt of the Increased Commitment will, for purposes of determining whether any 97-10/Prepayment may be required pursuant to Paragraph 8, create a conclusive presumption that any Termination of LRC’s Work after the date of such response was made for reasons other than a Pre-lease Force Majeure Event.

     (8) For the avoidance of doubt, BNPPLC acknowledges that LRC’s rescission of any Notice of LRC’s Intent to Terminate (including any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event) after receipt of an Increased Commitment as described in the preceding subsection will not preclude LRC from subsequently exercising its rights under this subparagraph 7(B) in the event LRC subsequently believes in good faith that a Timing or Budget Shortfall exists.

Thus, for example, if LRC rescinds a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event after receiving an Increased Commitment from BNPPLC, but subsequently determines that such Increased Commitment is insufficient (through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC) to rectify the Timing or Budget Shortfall which caused LRC to send such notice, then LRC may deliver a second Notice of LRC’s Intent to Terminate Because of a Force Majeure Event, and in response thereto BNPPLC may

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elect to provide yet another Increased Commitment. Moreover, such process may be repeated any number of times, in each case without causing LRC to lose its right to subsequently invoke this subparagraph 7(B) and send yet another Notice of LRC’s Intent to Terminate (including another Notice of LRC’s Intent to Terminate Because of a Force Majeure Event).

     (9) Notwithstanding the foregoing, in the event of a Complete Taking, LRC may deliver a Notice of LRC’s Intent to Terminate Because of a Force Majeure Event that explains the futility of continuing with the Construction Project on the Land regardless of any willingness of BNPPLC to approve or consider Scope Changes or an Increased Commitment, and no offer by BNPPLC of an Increased Commitment after a Complete Taking will preclude a “Termination of LRC’s Work Because of a Pre-lease Force Majeure Event” for the purposes of determining whether LRC must pay a 97-10/Prepayment pursuant to Paragraph 8.

     (C) BNPPLC’s Election to Terminate LRC’s Work. By notice to LRC BNPPLC may elect to terminate LRC’s rights and obligations to continue the Work at any time (i) more than thirty days after BNPPLC has given an FOCB Notice to LRC, or (ii) after BNPPLC’s receipt of a Notice of LRC’s Intent to Terminate and before an election by LRC to rescind the same as described in subparagraph 7(B)(7).

     (D) Surviving Rights and Obligations. Following any Termination of LRC’s Work as provided in subparagraph 7(B) or in 7(C), LRC will have no obligation to continue or complete any Work; however, no such Termination of LRC’s Work will reduce or excuse the following rights and obligations of the parties, it being intended that all such rights and obligations will survive and continue after any Termination of LRC’s Work:

     (1) LRC’s obligations described in the next subparagraph 7(E);

     (2) any obligations of LRC under the other Operative Documents by reason of any misrepresentation or other act or omission of LRC that occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project; and

     (3) LRC’s obligations to indemnify BNPPLC as set forth in subparagraph 9(A) (which are to some extent, as more particularly provided therein, limited to Losses resulting or arising from events or circumstances that existed or occurred or are alleged to have existed or occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project, whether such Losses are asserted, suffered or paid before or after the Termination of LRC’s Work).

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     (E) Cooperation After a Termination of LRC’s Work. After any Termination of LRC’s Work as provided in subparagraph 7(B) or subparagraph 7(C), LRC must comply with the following terms and conditions, all of which will survive notwithstanding any such termination:

     (1) LRC must promptly deliver copies to BNPPLC of all Third Party Contracts and purchase orders made by LRC in the performance of or in connection with the Work, together with all plans, drawings, specifications, bonds and other materials relating to the Work in LRC’s possession, including all papers and documents relating to governmental permits, orders placed, bills and invoices, lien releases and financial management under this Agreement. All such deliveries must be made free and clear of any liens, security interests, or encumbrances, except such as may be created by the Operative Documents.

     (2) Promptly after any request from BNPPLC made with respect to any Third Party Contract, LRC must deliver a letter confirming: (i) whether LRC has performed any act or executed any other instrument which invalidates or modifies such contract in whole or in part (and, if so, the nature thereof); (ii) the extent to which such contract is valid and subsisting and in full force and effect; (iii) that, to LRC’s knowledge, there are no defaults or events of default then existing under such contract and, to LRC’s knowledge, no event has occurred which with the passage of time or the giving of notice, or both, would constitute such a default or event of default (or, if there is a default or potential default, the nature of such default in detail); (iv) whether the services and construction contemplated by such contract are proceeding in a satisfactory manner in all material respects (and if not, a detailed description of all significant problems with the progress of the services or construction); (v) in reasonable detail the then critical dates projected by LRC for work and deliveries required by such contract; (vi) the total amount received by the other party to such contract for work or services provided by the other party through the date of the letter; (vii) LRC’s good faith estimate of the total cost of completing the services and work contemplated under such contract as of the date of the letter, together with any current draw or payment schedule for the contract; and (viii) any other information BNPPLC may reasonably request to allow it to decide what steps it should take concerning the contract within BNPPLC’s rights under this Agreement and the other Operative Documents.

     (3) As and to the extent requested by BNPPLC, LRC will make every reasonable effort (but without any obligation to incur any expense or liability to do so, unless BNPPLC agrees to reimburse the same with reasonable promptness) to secure any required consents or approvals for an assignment of any then existing Third Party Contract to BNPPLC or its designee, upon terms satisfactory to BNPPLC. To the extent assignable, any then existing Third Party Contract will be assigned by LRC to BNPPLC upon request, without charge by LRC.

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     (4) If LRC has canceled any Third Party Contract before and in anticipation of a Termination of LRC’s Work, then as and to the extent requested by BNPPLC, LRC must make every reasonable effort (but without any obligation to incur any expense or liability to do so, unless BNPPLC agrees to reimburse the same with reasonable promptness) to secure a reinstatement of such Third Party Contract in favor of BNPPLC and upon terms satisfactory to BNPPLC.

     (5) For a period not to exceed thirty days after the Termination of LRC’s Work, LRC must take such steps as are reasonably necessary to preserve and protect Work completed and in progress and to protect materials, equipment, and supplies at the Property or in transit. Without regard to the conditions applicable to other payments required of BNPPLC by this Agreement, BNPPLC must with reasonable promptness reimburse any reasonable out-of-pocket expenses incurred by LRC to comply with this subparagraph (5); however, BNPPLC may at any time or from time to time by notice to LRC limit or terminate such reimbursements as to expenses incurred after LRC’s receipt of such notice, and thereafter LRC will be excused from any obligation to incur expenses that BNPPLC may decline to reimburse.

8 LRC’s Obligation for a 97-10/Prepayment. After any 97-10/Meltdown Event LRC must make a 97-10/Prepayment to BNPPLC within three Business Days after receipt from BNPPLC of a demand for such a payment. LRC acknowledges that it is undertaking the obligation to make a 97-10/Prepayment as provided in this Paragraph in consideration of the rights afforded to it by this Agreement, but that such obligation is not contingent upon any exercise by LRC of such rights or upon its rights under any other Operative Documents. If a 97-10/Meltdown Event does occur, LRC’s obligation to make a 97-10/Prepayment as provided in this Paragraph will survive any Termination of LRC’s Work.

Notwithstanding the foregoing provisions of this Paragraph 8, if (as provided in subparagraph 7(B)) LRC effectively makes the election for a Termination of LRC’s Work because of a Pre-lease Force Majeure Event that resulted in Pre-lease Force Majeure Excess Costs or Pre-lease Force Majeure Delays, then LRC will be excused from the obligation to make a 97-10/Prepayment, regardless of whether LRC delivered only one or more than one Notice of Intent to Terminate Because of a Force Majeure Event as described in the example set forth in subparagraph 7(B)(8).

9 Indemnity for Covered Construction Period Losses.

     (A) Covenant to Indemnify Against Covered Construction Period Losses. Subject to the qualifications in subparagraph 9(B), as directed by BNPPLC, LRC must indemnify and defend BNPPLC from and against all of the following Losses (“Covered Construction Period

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Losses”):

     (1) Losses suffered or incurred by BNPPLC, directly or indirectly, relating to or arising out of, based on or as a result of any of the following which occurs or is alleged to have occurred prior to any Termination of LRC’s Work: (i) any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Land or the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against BNPPLC which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this provision or any allegation of any such matters;

     (2) Losses incurred or suffered by BNPPLC that BNPPLC would not have incurred or suffered but for any act or any omission of LRC or of any LRC’s contractors or subcontractors during the period prior to any Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project (including any failure by LRC to obtain or maintain insurance as required by this Agreement during such periods; but excluding, however, as described below, certain Losses consisting of claims related to any failure of LRC to complete the Construction Project);

     (3) Losses incurred or suffered by BNPPLC that would not have been incurred but for any fraud, misapplication of funds (including Construction Advances), illegal acts, or willful misconduct on the part of LRC or its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC; and

     (4) Losses incurred or suffered by BNPPLC that would not have been incurred but for any bankruptcy proceeding involving LRC as the debtor.

LRC’s obligations under this indemnity will apply whether or not BNPPLC is also indemnified as to the applicable Covered Construction Period Loss by any third party (including another Interested Party) and whether or not the Covered Construction Period Loss arises or accrues prior to the Effective Date. Further, in the event, for income tax purposes, BNPPLC must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “Original Indemnity Payment”), and yet BNPPLC is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Covered Construction Period Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “Corresponding Loss”), then LRC must also pay to BNPPLC on

Construction Agreement (Livermore/ Parcel 7) — Page 40

demand the additional amount (in this provision, the “Additional Indemnity Payment”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay an Additional Indemnity Payment as is needed so that the Corresponding Loss (computed net of the reduction, if any, of BNPPLC’s income taxes because of credits or deductions that are attributable to the BNPPLC’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which BNPPLC must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “After Tax Basis” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (B) Certain Losses Included or Excluded.

     (1) Environmental. As used in clause (1) of the preceding subparagraph 9(A), “Losses” will not include costs properly incurred in connection with the Work to prevent the occurrence of a violation of Environmental Laws which did not previously exist. (For example, they will not include the increase in costs resulting from LRC’s installation of fire proofing materials other than asbestos because of Environmental Laws that prohibit the use of asbestos.) However, any costs to correct or answer for any violation of Environmental Laws that occurred on or prior to the Effective Date or that LRC causes or permits to occur after the Effective Date in connection with the Work or the Property will be included in such Losses. (Thus, for instance, if LRC releases Hazardous Materials from the Property in a manner that contaminates ground water in violation of Environmental Laws, the costs of correcting the contamination and any applicable fines or penalties will be included in Losses for which LRC must indemnify and defend BNPPLC pursuant to subparagraph 9(A).)

     (2) Failure to Maintain a Safe Work Site. If a third party asserts a claim for damages against BNPPLC because of injuries the third party sustained while on the Land as a result of LRC’s breach of its obligations under this Agreement to keep the Land and the Improvements thereon in a reasonably safe condition as Work progresses under LRC’s direction and control, then any such claim and other Losses resulting from such claim will constitute Covered Construction Period Losses under clause (2) of subparagraph 9(A).

Construction Agreement (Livermore/ Parcel 7) — Page 41

     (3) Failure to Complete Construction. Additional costs of construction may result from LRC’s failure to complete the Construction Project if a Termination of LRC’s Work occurs pursuant to subparagraphs 7(B) and 7(C). Nevertheless, it is understood that a failure of LRC to complete the Construction Project following any such Termination of LRC’s Work will not necessarily constitute a breach of this Agreement, and clause (2) of subparagraph 9(A) will not include any such additional costs of performing the Work or the cost to BNPPLC of completing the Construction Project after the Termination of LRC’s Work.

     (4) Fraud. As used in clause (3) of subparagraph 9(A), “fraud” or “willful misconduct” will include (i) any deliberate decision by LRC to make a Scope Change without BNPPLC’s prior written approval, (ii) any fraud or intentional misrepresentation by LRC, or its vendors, contractors or subcontractors regarding LRC’s ongoing compliance with the requirements of this Agreement, and (iii) the performance by LRC or its vendors, contractors or subcontractors of Defective Work, with LRC’s knowledge that it constitutes Defective Work, prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C).

     (5) Excluded Taxes and Other Exclusions. Nothing in this Paragraph 9 or other provisions of this Agreement will be construed to require LRC to reimburse or pay (a) Excluded Taxes, (b) Losses incurred or suffered by BNPPLC that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of BNPPLC, or (c) any Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement.

     (6) Action or Omission of Tenant Under Existing Space Lease. Nothing in this Paragraph 9 or other provisions of this Agreement will be construed to require LRC to reimburse or pay costs incurred because of an action or omission of a tenant (or of any employees or of any other party acting under a tenant’s control or with the approval or authorization of a tenant) under an Existing Space Lease; except when such action or omission was requested or authorized by LRC itself or for some other reason such costs would not have been incurred but for an action or omission of LRC itself.

     (C) Express Negligence Protection. Neither BNPPLC nor any other Interested Party will lose the benefit of, or suffer any impairment of its rights under, any release of liability provided in other provisions of this Agreement by reason of its own negligence or strict liability, or by reason of any allegation that it was negligent or strictly liable, in regard to the subject matter of such release.

Construction Agreement (Livermore/ Parcel 7) — Page 42

Similarly, BNPPLC will not lose the benefit of, or suffer any impairment of its rights under, the indemnity provided in the preceding subparagraph 9(A) by reason of its own negligence or strict liability, or any allegation that it was negligent or strictly liable, in regard to the subject matter of such indemnity. However, this provision will not create any new or distinct right of indemnity in favor of BNPPLC, separate and apart from its rights under subparagraph 9(A); and this provision will not expand BNPPLC’s right to be indemnified against claims or Losses other than those listed in subparagraph 9(A). Thus, the purpose of this provision is only to preserve BNPPLC’s indemnity rights under subparagraph 9(A) against certain common law defenses in order that the indemnity in subparagraph 9(A) could apply in circumstances where BNPPLC is allegedly or actually deemed negligent or strictly liable. Such common law defenses have sometimes been characterized as “fair notice” requirements or the “clear and unequivocal test” or the “express negligence test.” ¹

Thus, for example, if a person is injured on the Land prior to the Completion Date because of negligent acts of LRC or LRC’s contractors or subcontractors, under subparagraph 9(A)(2) BNPPLC will be entitled to indemnification against claims asserted by such person even if BNPPLC is alleged or held to be negligent by omission, as the owner of the Property, for failing to prevent or rectify such negligent acts of LRC or its contractors or subcontractors. On the other hand, if a person is injured on the Land prior to the Completion Date through no fault whatsoever on the part of LRC or its contractors or subcontractors, the foregoing provisions of this subparagraph 9(C) will not be construed to obligate LRC to indemnify BNPPLC against claims by such person that BNPPLC was negligent for failing to prevent such injury. As illustrated by the preceding examples, this subparagraph 9(C) is intended to preserve BNPPLC’s right to indemnity against claims that fall within the scope of subparagraph 9(A) despite

¹ See, for example, Fisk Electric Co. v. Constructors & Associates, 888 S.W. 2d 813 (Tex. 1994), in which the Texas Supreme Court held that an indemnity agreement could not be enforced to require the indemnitor (a subconractor) to pay the defense costs of the indemnitee (a contractor) unless the agreement included a provision like this subparagraph 9(C), as necessary to satisfy the “express negligence test,” despite the fact that the indemnitee had established in the underlying lawsuit that it was not negligent as had been alleged. See also, Rossmoor Sanitation, Inc. v. Pylon, Inc., 13 Cal. 3d 622 (1975), in which the California Supreme Court held that a contract may expressly provide for indemnification against an indemnitee’s own negligence, but that such an agreement “must be clear and explicit and is strictly construed against the indemnitee.”

Construction Agreement (Livermore/ Parcel 7) — Page 43

negligence or strict liability of BNPPLC or an allegation thereof; however, nothing in this subparagraph 9(C) will expand the scope of the indemnity provided in the preceding subparagraph 9(A).

It is also understood that releases provided for the benefit of BNPPLC or any other Interested Party in this Agreement, and the indemnity provided in the preceding subparagraph 9(A) for the benefit of BNPPLC, will not be limited by reason of the fact that insurance obtained by LRC or required of LRC by this Agreement is not adequate to cover Losses against or for which the releases and the indemnity are provided. Moreover, LRC’s liability for any failure to obtain insurance required by this Agreement will not be limited to Losses against which indemnity is provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC may be indemnified by LRC.

     (D) Survival of Indemnity. LRC’s obligations under this Paragraph 9 will survive the termination or expiration of this Agreement and any Termination of LRC’s Work with respect to Losses suffered by BNPPLC resulting or arising from events or circumstances which existed or occurred or are alleged to have existed or occurred prior to the Termination of LRC’s Work or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project, whether such Losses are asserted, suffered or paid before or after the Termination of LRC’s Work.

     (E) Due Date for Indemnity Payments. Any amount to be paid by LRC under this Paragraph 9 will be due ten days after a notice requesting such payment is received by LRC. Any such amount not paid by LRC when first due will bear interest at the Default Rate in effect from time to time from the date it first became due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws.

     (F) Order of Application of Payments. BNPPLC will be entitled to apply any payments by or on behalf of LRC against LRC’s obligations under this Paragraph 9 or against other amounts owing by LRC and then past due under any of the other Operative Documents in the order the same became due or in such other order as BNPPLC may elect.

     (G) Defense of BNPPLC.

     (1) Assumption of Defense. By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Covered Construction Period Loss. LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to

Construction Agreement (Livermore/ Parcel 7) — Page 44

BNPPLC to represent BNPPLC. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (2) Indemnity Not Contingent. Also, although subparagraph 9(I) will apply to tort claims asserted against BNPPLC related to the Property, the right of BNPPLC to be indemnified pursuant to subparagraph 9(A) for payments that are made to satisfy governmental requirements and that qualify as Covered Construction Period Losses (“Government Mandated Payments”) (e.g., fines payable because of any release of Hazardous Materials from the Property) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (H) Notice of Claims. If BNPPLC receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that BNPPLC believes is covered by the indemnity in subparagraph 9(A), then BNPPLC will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 9(A); except that if such failure continues for more than fifteen days after the notice is received by BNPPLC and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify BNPPLC against the Covered Construction Period Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 9(A) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay the excess.

     (I) Settlements Without the Prior Consent of LRC.

     (1) Election to Pay Reasonable Settlement Costs in Lieu of Actual. Except as otherwise provided in subparagraph 9(I)(2), if BNPPLC settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent, then LRC may, by notice given to BNPPLC no later than ten days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to BNPPLC in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against BNPPLC, “Reasonable Settlement Costs” means the maximum amount that a prudent Person in the position of BNPPLC, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant

Construction Agreement (Livermore/ Parcel 7) — Page 45

facts and circumstances known to BNPPLC at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (2) Conditions to Election. Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if BNPPLC settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 9(G)(1).

     (3) Indemnity Survives Settlement. Except as provided in this subparagraph 9(I), no settlement by BNPPLC of any claim made against it will excuse LRC from any obligation to indemnify BNPPLC against the settlement costs or other Covered Construction Period Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

[The signature pages follow.]

Construction Agreement (Livermore/ Parcel 7) — Page 46

     IN WITNESS WHEREOF, this Construction Agreement (Livermore/ Parcel 7) is executed to be effective as of December 18, 2007.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:	/s/ Barry Mendelsohn
	Barry Mendelsohn, Director

Construction Agreement (Livermore/ Parcel 7) — Signature Page

[Continuation of signature pages for Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007]

LAM RESEARCH CORPORATION, a Delaware corporation
By:	/s/ Roch LeBlanc
	Roch LeBlanc, Treasurer

Construction Agreement (Livermore/ Parcel 7) — Signature Page

Exhibit A

Legal Description

ALL OF PARCEL 7 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE PARCEL MAP 7341 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 268 OF PARCEL MAPS AT PAGE 85, TOGETHER WITH A PORTION OF PARCEL 14 AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THE MAP OF TRACT 7610 FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY IN BOOK 293 OF MAPS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER COMMON TO SAID PARCEL 7 AND PARCEL 14;

THENCE ALONG THE BOUNDARY LINE OF SAID PARCEL 7 THE FOLLOWING TEN (10) COURSES:

1. WESTERLY ALONG A NON-TANGENT 1278.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 05° 41’ 02” EAST, THROUGH A CENTRAL ANGLE OF 3° 38’ 58” AN ARC DISTANCE OF 81.402 FEET;

2. ALONG A REVERSE 1022.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 09° 20’ 00” WEST, THROUGH A CENTRAL ANGLE OF 9° 20’ 00” AN ARC DISTANCE OF 166.481 FEET;

3. WEST, 284.906 FEET;

4. NORTH, 666.259 FEET;

5. EASTERLY ALONG A NON-TANGENT 1452.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 01° 01’ 32” EAST, THROUGH A CENTRAL ANGLE OF 15° 46’ 40” AN ARC DISTANCE OF 399.843 FEET;

6. ALONG A REVERSE 29.00 FOOT RADIUS CURVE TO THE RIGHT FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 14° 45’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 18.662 FEET;

7. ALONG A REVERSE 21.00 FOOT RADIUS CURVE TO THE LEFT FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 22° 07’ 08” EAST, THROUGH A CENTRAL ANGLE OF 36° 52’ 16” AN ARC DISTANCE OF 13.514 FEET;

8. NORTH 75° 14’ 52” EAST, 30.267 FEET;

9. SOUTH 14° 45’ 08” EAST, 77.744 FEET; AND

10. SOUTH, 2.171 FEET,

THENCE LEAVING SAID BOUNDARY LINE OF PARCEL 7, EAST, 26.510 FEET;

THENCE SOUTH, 22.517 FEET;

THENCE EAST, 17.000 FEET;

THENCE SOUTH, 130.001 FEET;

THENCE WEST 27.000 FEET;

THENCE SOUTH, 222.595 FEET;

THENCE EAST, 44.018 FEET;

THENCE SOUTH, 250.002 FEET;

THENCE WEST, 5.526 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 7;

THENCE ALONG SAID EASTERLY LINE SOUTH, 41.262 FEET TO THE POINT OF BEGINNING.

A.P.N. 903-0010-018 and portion of 903-0010-31

Exhibit A to Construction Agreement (Livermore/ Parcel 7) — Page 2

Exhibit B

Description of the Construction Project and Construction Budget

     Subject to future Scope Changes, the Construction Project will be substantially consistent with the site plans and elevations attached to this Exhibit and also with the following general description, to the extent that the following description anticipates construction or renovation of Improvements on the Land. The following description includes not only work that will be undertaken on the Land pursuant to this Agreement, but also work on an adjacent parcel (which BNPPLC is acquiring and leasing separately to LRC) pursuant to a Construction Agreement (Livermore/ Parcel 6) dated of even date between BNPPLC and LRC (the “Other Construction Agreement”). References below to “Building 2” are to the building on Parcel 7, which is to be constructed or renovated as part of the Construction Project contemplated by this Agreement; whereas references below to “Building 1” are the building on the adjacent tract to be constructed or renovated as part of the project contemplated by the Other Construction Agreement.

Renovation of #1 and #101 Portola Avenue, Buildings 1 & 2, Livermore, CA:

Subject to further Design Development, the following is a narrative and plan (as of 11.12.07) description of the construction changes planned for the two existing parcels and structures at #1 and #101 Portola Avenue in Livermore, CA, (currently occupied by KLA Tencor, Buildings L1 and L2), necessary to meet the manufacturing, lab and office support needs of Lam Research.

Existing Structures:

The existing buildings are each two-story, 120,000 square foot, braced steel frame structures classified as Type II N structures in the CBC with mixed occupancies of B, F1 and A3. The existing tenant improvements on the ground floor of both buildings are Class C-100 & C-10,000 clean rooms and labs for electronics manufacturing/assembly and testing, and some training rooms. The second floor of both buildings is offices and administrative in nature. The first floor of Bldg 2 also has a cafeteria.

Proposed New Exterior Construction:

The proposed exterior construction scope of this renovation includes minor modifications to the equipment yard including the addition of three tanks for DI Water, LN2 and Heavy Metals Storage, the addition of a make up air handler, scrubber, acid waste neutralization and Nitrogen generation systems and construction of a chemical storage containment enclosure with a screened scrubber and vent stack. This work is primarily in support of Building 2, located on the Building 2 equipment pad, and within the Building 2 budget.

The existing building mass and street facing elevations will not be altered except for the

addition and subtraction of various man doors around the ground floor perimeter. This work is split evenly between the buildings. All new doors will match existing storefront doors and all removed doors will be replaced with new glazing and sill construction to match existing.

Proposed New Interior Construction:

The existing clean rooms and labs on the ground floors of both buildings will be extensively demolished and reconfigured to accommodate LAM’s manufacturing and lab modifications, to include the complete reconfiguring of plenum chase locations, raising the ceiling heights from 9’ to ~11’ and excavating trenches and pits within the clean rooms for chases and utility runs. The majority of the C-100 clean rooms will be reclassified as C-10,000. A small Server Room will be constructed in an existing lab area in Building 2.

The office areas, building lobbies, employee cafeteria, and various labs will remain essentially untouched.

Building Occupancy Revisions:

Lam’s lab processes involve the onsite storage of quantities of a variety of hazardous chemicals and agents. The renovation anticipates building a separate H2 occupancy containment enclosure completely separated from the existing Type II N buildings within two of the existing loading dock bays of Bldg 2 to accommodate the onsite storage of these chemicals. Lam’s SOPs will allow for amounts of these hazardous chemicals to be removed from the containment enclosure and used within the manufacturing areas of the building in small enough quantities to maintain the F1 occupancy for the manufacturing areas. All other existing occupancies within the building will be maintained in the proposed renovation.

     All of the buildings will be suitable for uses contemplated in the Lease and of a quality, when complete to be considered first class facilities for such uses. When construction is complete, the Property will include parking areas, driveways and other facilities on the Land of suitable quality for the finished buildings on the Land.

     The outline description that follows is provided to explain how costs will be allocated between those to be funded under this Agreement and those to be funded under the Other Construction Agreement. Again, references below to “Building 2” are to the building on Parcel 7, which is to be constructed or renovated as part of the Construction Project contemplated by this Agreement; whereas references below to “Building 1” are the building on the adjacent tract to be constructed or renovated as part of the project contemplated by the Other Construction Agreement.

Exhibit B to Construction Agreement (Livermore/ Parcel 7) — Page 2

Livermore Cost Allocation Methodology

     Assumptions:

• Building 2 design is more complicated than Building 1; soft cost design work will be greater for Building 2 than Building 1

• Building 1 construction is expected to start in March 2008. Building 2 construction is expected to start in April or May 2008 (depending on when KLA moves out of the building)

• Hard costs incurred that support both buildings will be allocated to the Building/Parcel where they will be physically located

• Allocation of costs between buildings only occurs during the “accounting construction period” for each building, and will include any costs incurred prior to lease inception for which Lam will be reimbursed on the closing date (design fees, permits, due diligence costs, etc.).

• Utilities (for items not metered separately), and Operations & Maintenance costs incurred by Lam and not the lessee during the lease period, and not charged as part of Operating Expenses under the lease, will be allocated on a 50% : 50% basis.

Utility and Operations & Maintenance costs incurred by the lessee during the lease period, or charged by Lam to the lessee as Operating Expense during the lease period, are excluded from the allocation process. Expenses will be recorded as incurred / accrued.

Soft Cost Allocation:

Costs that do not involve design but involve both buildings will be allocated on a 50% : 50% basis. Example costs for this area:

• Environmental Assessments

• ALTA surveys

• Conditional Use Permits (City of Livermore)

Costs that involve design or are dependant upon the volume of work planned to be done will be allocated based upon the proportion of Construction Costs budgeted to be incurred between Building 1 and Building 2.

• The Utility Yard costs, currently “building neutral” will be split into the planned Construction Costs for Building 1 and 2 based upon the physical

Exhibit B to Construction Agreement (Livermore/ Parcel 7) — Page 3

location of equipment and work.

Example costs for this area:

• Project Management

• Architectural

• Mechanical, Electrical, Piping

• HAZMAT

Costs that are directly attributable to only one building will be allocated as such. Example costs for this area:

• Building permits

• Operating permits

• Occupancy permits

Hard Cost Allocation:

Hard costs will be allocated based upon the physical location of the work/asset, specifically, Building 1 and Building 2. The Utility Yard costs, currently “building neutral” will be split into the planned Construction Costs for Building 1 and 2 based upon the physical location of equipment and work.

• The General Contractor (GC) Periodic invoices will have costs for the period broken out by Building 1 or Building 2 when submitted to Lam

• Costs outside of the control of the GC will have the allocation done by Lam and/or Outside Services upon receipt of invoice

Utility Allocation:

Utilities, specifically Natural Gas, Water, and Electrical are metered separately for each building and will be allocated directly to each building during the construction period for each building.

• For Building 1, these will be allocated directly to Building 1

• For Building 2:

• During the period while the KLA lease is in effect, there will be no allocation since KLA will still be in the building (see assumptions)

• During construction following KLA’s exit, they will be allocated 50/50 for non-metered items; directly to each building depending on the meter.

Operations & Maintenance Costs:

Operations and Maintenance costs for Livermore will be billed separately or identified on

Exhibit B to Construction Agreement (Livermore/ Parcel 7) — Page 4

the invoice as relating to Livermore, and allocated to each building as such. Costs for common area maintenance will be allocated on a 50% : 50% basis as appropriate.

Termination Fees:

If there are any termination fees applicable to an agreement with a contractor, the fees will be allocated to appropriate building if they are specifically attributable to a building. If termination fees exist with a contractor that are NOT specifically identifiable to a building, the termination fees will be allocated based on a ratio of costs incurred to date with the particular contractor between the 2 buildings.

     The budget for the Construction Project is as shown on the attached pages. (The column in the budget designated as “Lease Cap B2” is the budget for the construction to take place on the Land and to be included in the funding contemplated by this Agreement.). Also shown on the attached pages are site plans and elevations that depict or help explain both the construction contemplated by this Agreement and the construction contemplated by the Other Construction Agreement.

Exhibit B to Construction Agreement (Livermore/ Parcel 7) — Page 5

Exhibit C

Construction Advance Request Form

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”)

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement. This letter constitutes a Construction Advance Request, requesting a Construction Advance of:

$                                        ,

on the Advance Date that will occur on:

                    , 20                    .

     To induce BNPPLC to make such Construction Advance, LRC represents and warrants as follows:

I. Calculation of limit imposed by Subparagraph 4(C)(2)(b) of the Construction Agreement:

(1) LRC has paid or incurred bona fide Reimbursable Construction Period Costs other than for Work (e.g., property taxes) of no less than	$
(2) LRC has paid or incurred bona fide Reimbursable Construction Period Costs for Prior Work of no less than	$
(3) LRC has received prior Construction Advances of	$

LIMIT (1 + 2 - 3) $                                        

II. Projected Cost Overruns:

LRC [check one: ___does / ___does not ] believe that Projected Construction Overruns are more likely than not. [If LRC does believe that Projected Cost Overruns are more likely than not, and if LRC believes that the amount of such Projected Construction Overruns can be reasonably estimated, LRC estimates the same at $                                        .]

III. Construction Advances Covering Pre-lease Force Majeure Losses:

Neither the Construction Advance requested by this letter nor prior Construction Advances (if any) have been used or will be used to cover any costs of repairs that constitute Pre-lease Force Majeure Losses, except as follows: (if there are no exceptions, insert “No Exceptions”)

IV. Absence of Certain Work/Suspension Events:

     A. The Construction Project is progressing without significant interruption in a good and workmanlike manner and substantially in accordance with Applicable Laws, with Permitted Encumbrances and with the requirements of the Construction Agreement, except as follows: (if there are no exceptions, insert “No Exceptions”)

     B. If LRC has received notice of any Defective Work, LRC has promptly corrected or is diligently pursuing the correction of such Defective Work, except as follows: (if there are no exceptions, insert “No Exceptions”)

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit C to Construction Agreement (Livermore/ Parcel 7) — Page 3

Exhibit D

Pre-lease Force Majeure Event Notice

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

     This letter constitutes a Pre-lease Force Majeure Event Notice, given as provided in subparagraph 6(B) of the Construction Agreement to preserve the right of LRC to assert the occurrence of a Pre-lease Force Majeure Event.

     LRC certifies to BNPPLC that the following Pre-lease Force Majeure Event occurred or commenced on                     , 20___:

[INSERT DESCRIPTION OF EVENT HERE]

     LRC’s preliminary good faith estimate of the Pre-lease Force Majeure Delays, of the Pre-lease Force Majeure Losses and of the Pre-lease Force Majeure Excess Costs likely to result from such event are                      days, $                                         and $                                         , respectively. Such amounts, however, are only estimates.

     LRC acknowledges that after LRC gives this notice, BNPPLC may at any time deliver an FOCB Notice to LRC as described in the Construction Agreement.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit D to Construction Agreement (Livermore/ Parcel 7) — Page 2

Exhibit E

Notice of Termination of LRC’s Work

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”), between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

     LRC has determined that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances for the reason or reasons set forth in the Notice of LRC’s Intent to Terminate dated                     , 200___, previously delivered to you as provided in subparagraph 7(B) of the Construction Agreement. That Notice of LRC’s Intent to Terminate has not been rescinded by LRC.

     LRC hereby irrevocably and unconditionally elects to terminate its rights and obligations to continue the Work under Construction Agreement effective as of the date of this letter (which, as required by subparagraph 7(B) of the Construction Agreement, is a date not less than forty-five days after the date the aforementioned Notice of LRC’s Intent to Terminate). This notice constitutes a “Notice of Termination by LRC” as described in subparagraph 7(B) of the Construction Agreement.

     LRC also acknowledges that a 97-10/Meltdown Event has occurred under and as defined in the Construction Agreement, and that BNPPLC is thus entitled to demand and receive a 97-10/Prepayment under and as provided in Paragraph 8 of the Construction Agreement, unless the last sentence of Paragraph 8 excuses LRC from paying the same.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit E to Construction Agreement (Livermore/ Parcel 7) — Page 2

Exhibit F

Notice of LRC’s Intent to Terminate

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     IMPORTANT: It is imperative that BNPPLC promptly review with legal counsel the ramifications of this notice under the Construction Agreement and other Operative Documents.

[DRAFTING NOTE: Unless this letter contains the alternative provisions set forth below as being required after a Complete Taking in any “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event,” this letter must contain the following paragraph and inserts following such paragraph as indicated:

     LRC has determined that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances, because:

[INSERT ANY ONE OR MORE OF THE FOLLOWING REASONS THAT APPLY: (1) THE COST OF THE WORK EXCEEDS BUDGETED EXPECTATIONS (RESULTING IN PROJECTED COST OVERRUNS), (2) A PRE-LEASE FORCE MAJEURE EVENT HAS OCCURRED, OR (3) LRC CAN NO LONGER SATISFY CONDITIONS TO BNPPLC’S OBLIGATION TO PROVIDE CONSTRUCTION ADVANCES IN THE CONSTRUCTION AGREEMENT.]

     The purpose of this letter is to give notice to BNPPLC of LRC’s intent to terminate LRC’s rights and obligations to perform Work under the Construction Agreement. This letter constitutes a “Notice of LRC’s Intent to Terminate” given pursuant to subparagraph 7(B) of the Construction Agreement. As provided in that subparagraph, as a condition to any effective Termination of LRC’s Work, LRC must deliver a subsequent notice of termination to BNPPLC no less than forty-five days after the date BNPPLC receives this letter.

[DRAFTING NOTE: Unless this letter contains the alternative provisions set forth below as being required for any “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event,” this letter must contain the following paragraph:

     The period running from the date of BNPPLC’s receipt of this letter to the effective date of any actual Termination of LRC’s Work by LRC or BNPPLC will constitute a Work/Suspension Period under the Construction Agreement. During such period BNPPLC’s funding obligations will be limited and LRC may suspend the Work to the extent so provided in the Construction Agreement. Moreover, LRC acknowledges that the delivery of this Notice of Intent to Terminate is a 97-10/Meltdown Event. Therefore, after receipt of this notice BNPPLC will have the rights to demand and receive a 97-10/Prepayment from LRC as provided in Paragraph 9 of the Construction Agreement.]

[DRAFTING NOTE: This letter will qualify as a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” only if LRC includes one of the following alternative sets of provisions, as applicable.]

[ALTERNATIVE #1 (Applies only if there has been a Complete Taking):

     This letter constitutes a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. A Complete Taking has occurred. Thus, regardless of any Scope Changes BNPPLC may be willing to approve or consider, and regardless of any Increased Commitment BNPPLC may be willing to provide, it would be futile to continue the Construction Project on the Land.

     LRC acknowledges and agrees that BNPPLC is entitled to all proceeds of the taking of the Property and all such proceeds must be paid to BNPPLC. LRC has no right and will not assert any right to share in such proceeds. LRC agrees to cooperate with BNPPLC as BNPPLC may from time to time request in order to maximize BNPPLC’s recovery of such proceeds.]

[ALTERNATIVE #2 (applies in the event of a Pre-lease Force Majeure Event other than a Complete Taking): Include the next (single sentence) paragraph, together with one or both (as applicable) of the two paragraphs following the next (single sentence) paragraph, and together with the remaining paragraphs after those two paragraphs, all with blanks filled in appropriately:

     This letter constitutes a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement.

     LRC now believes that the remaining available Construction Allowance will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances only because of Pre-lease Force Majeure Excess Costs incurred or anticipated as a result of one or more Pre-lease Force Majeure Events. BNPPLC has previously been notified of such Pre-lease Force Majeure Event(s) by notice(s) dated                     , which LRC delivered to BNPPLC in accordance with subparagraph 6(B) of the Construction Agreement. LRC’s current good faith estimate of the Pre-lease Force Majeure Excess Costs that are most likely to be incurred because of such Pre-lease Force Majeure Event(s) is $                                        .

     LRC now believes that the Work will not be substantially complete before the Target Completion Date only because of Pre-lease Force Majeure Delays resulting from one or more Pre-lease Force Majeure Events. BNPPLC has previously been notified of such Pre-lease Force Majeure Event(s) by notice(s) dated                     , which LRC delivered to BNPPLC in accordance with subparagraph 6(B) of the Construction Agreement. LRC’s current good faith estimate of the Pre-lease Force Majeure Delays that are most likely to occur because of such Pre-lease Force Majeure Event(s) is                                          days.

     Also be advised that, as provided in subparagraph 7(B) of the Construction Agreement, BNPPLC is entitled to (but not obligated to) respond to this notice with an Increased Commitment. Responding with an Increased Commitment will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC under the Purchase Agreement) that any Termination of LRC’s Work is for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

     In the event BNPPLC fails to respond with an Increased Commitment, the failure may excuse LRC from the obligation to make a 97-10/Prepayment under Paragraph 8 of the Construction Agreement notwithstanding any Termination of LRC’s Work, which would constitute a very material adverse consequence to BNPPLC. Moreover, the Construction Agreement grants to LRC a right to cause a Termination of LRC’s Work at any time more than forty-five days after giving this notice, provided that LRC continues to believe that a Timing or Budget Shortfall exists at that time. Thus, if BNPPLC intends to respond with an Increased Commitment, BNPPLC would be well advised to do so before the expiration of such forty-five day period.]

Exhibit F to Construction Agreement (Livermore/ Parcel 7) — Page 3

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit F to Construction Agreement (Livermore/ Parcel 7) — Page 4

Exhibit G

Notice of Increased Funding Commitment by BNPPLC

[Date]

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     LRC has delivered a notice to BNPPLC dated                     , 20___, which by its terms expressed LRC’s intent that it constitute a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. In such notice, LRC advised BNPPLC of LRC’s intent to terminate the Construction Agreement because of LRC’s belief that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances. Such notice also suggested LRC’s belief that, but for the cost of repairing damage to the Improvements caused by a Pre-lease Force Majeure Event, the remaining available Construction Allowance would be sufficient. In addition, such notice set forth the amount of $                     as LRC’s estimate of the Pre-lease Force Majeure Excess Costs most likely to be incurred because of such Pre-lease Force Majeure Event.

     This response to such notice constitutes an Increased Funding Commitment. BNPPLC hereby commits to increase the amount of the Construction Allowance by $                     (the estimate given by LRC as described above). Such commitment is made on and subject to all of the same terms and conditions set forth in the Construction Agreement and other Operative Documents as being applicable to the original Construction Allowance and to Construction Advances required thereunder.

     Please note that, according to the Construction Agreement, LRC will have ten days after the date of any Increased Commitment (which may be comprised of this Increased Funding Commitment and any separate Increased Time Commitment given contemporaneously herewith) within which LRC may rescind the aforementioned Notice of LRC’s Intent to Terminate Because

of a Force Majeure Event by a notice given in the form prescribed by the Construction Agreement. Any failure of LRC to so rescind the notice will constitute a 97-10/Meltdown Event under and as defined in the Construction Agreement and will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC) that any Termination of LRC’s Work occurred for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit G to Construction Agreement (Livermore/ Parcel 7) — Page 2

Exhibit H

Notice of Increased Time Commitment by BNPPLC

[Date]

Lam Research Corporation
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”)between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     LRC has delivered a notice to BNPPLC dated                     , 20___, which by its terms expressed LRC’s intent that it constitute a “Notice of LRC’s Intent to Terminate Because of a Force Majeure Event” as defined in the Construction Agreement. In such notice, LRC advised BNPPLC of LRC’s intent to elect a Termination of LRC’s Work because of LRC’s belief that the Work will not be substantially complete prior to the Target Completion Date only because of Pre-lease Force Majeure Delays. Such notice also expressed LRC’s belief that Pre-lease Force Majeure Delays are likely to be                      days in the aggregate.

     This response to such notice constitutes an Increased Time Commitment. BNPPLC hereby commits to extend the Target Completion Date by                      days (the estimate given by LRC as described above).

     Please note that, according to the Construction Agreement, LRC will have ten days after the date of any Increased Commitment (which may be comprised of this Increased Time Commitment and any separate Increased Funding Commitment given contemporaneously herewith) within which LRC may rescind the aforementioned Notice of LRC’s Intent to Terminate Because of a Force Majeure Event by a notice given in the form prescribed by the Construction Agreement. Any failure of LRC to so rescind the notice will constitute a 97-10/Meltdown Event under and as defined in the Construction Agreement and will result in a conclusive presumption (for purposes of calculating any 97-10/Prepayment required of LRC) that any Termination of LRC’s Work occurred for reasons other than the Pre-lease Force Majeure Events of which BNPPLC has previously been notified.

BNP PARIBAS LEASING CORPORATION, a Delaware corporation
By:
	Name:
	Title:

Exhibit H to Construction Agreement (Livermore/ Parcel 7) — Page 2

Exhibit I

Rescission of Notice of LRC’s Intent to Terminate

[Date]

BNP Paribas Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director

     Re: Construction Agreement (Livermore/ Parcel 7) dated as of December 18, 2007 (the “Construction Agreement”) between Lam Research Corporation (“LRC”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation

Gentlemen:

     Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement (Livermore/ Parcel 7) referenced in the Construction Agreement.

     LRC has delivered to BNPPLC a Notice of LRC’s Intent to Terminate dated                     , 200___, and BNPPLC has responded with an Increased Commitment as of                     , 200___. LRC hereby accepts the Increased Commitment and, as provided in subparagraph 7(B) of the Construction Agreement, rescinds such Notice of LRC’s Intent to Terminate.

     LRC acknowledges that, because of such rescission, LRC must, as a condition precedent to any exercise of its remaining rights to terminate the Construction Agreement pursuant to subparagraph 7(B) thereof, deliver another Notice of LRC’s Intent to Terminate at least forty five days prior to the effective date of the Termination of LRC’s Work.

LAM RESEARCH CORPORATION, a Delaware corporation
By:
	Name:
	Title:

EX-21

EXHIBIT 21

	STATE OR OTHER
SUBSIDIARY	JURISDICTION OF OPERATION
Lam Research International Sarl	Switzerland
Lam Research International B.V.	Netherlands
Lam Research GmbH	Germany
Lam Research Co., Ltd.	Japan
Lam Research (Shanghai) Co., Ltd.	China 2
Lam Research Service Co., Ltd.	China 1
Lam Research Ltd.	United Kingdom
Lam Research SAS	France
Lam Research Singapore Pte Ltd	Singapore
Lam Research Korea Limited	Korea
Lam Research S.r.l.	Italy
Lam Research (Israel) Ltd.	Israel
Lam Research Co., Ltd.	Taiwan
LAM Research B.V.	Netherlands
Monkowski-Rhine Incorporated	California, United States
Lam Research (Ireland) Limited	Ireland
Bullen Semiconductor Corporation	Ohio, United States

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-4 No. 333-30545) of Lam Research Corporation and in the related Prospectuses and in the Registration Statements (Form S-8 Nos. 333-138545, 333-84638, 333-74500, 333-93115, 333-72751, 333-66833, 333-01011, 333-32981 and 333-127936) pertaining to the amended and restated 1996 Performance-Based Restricted Stock Plan, 1997 Stock Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Stock Option Plan, 2007 Stock Incentive Plan, and the Savings Plus Plan, 401(k) of Lam Research Corporation of our reports dated March 31, 2008, with respect to the consolidated financial statements and schedule of Lam Research Corporation and the effectiveness of internal control over financial reporting of Lam Research Corporation, included in this Annual Report (Form 10-K) for the year ended June 24, 2007.

	/s/ ERNST & YOUNG LLP
San Jose, California
March 31, 2008

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER)

I, Stephen G. Newberry, certify that:

1. I have reviewed this annual report on Form 10-K of Lam Research Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 31, 2008
	/s/ Stephen G. Newberry
	Stephen G. Newberry
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL FINANCIAL OFFICER)

I, Martin B. Anstice, certify that:

1. I have reviewed this annual report on Form 10-K of Lam Research Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 31, 2008
	/s/ Martin B. Anstice
	Martin B. Anstice
	Senior Vice President, Chief Financial Officer and Chief Accounting Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER)

In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 24, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen G. Newberry, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2008
	/s/ Stephen G. Newberry
	Stephen G. Newberry
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION (PRINCIPAL FINANCIAL OFFICER)

In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 24, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin B. Anstice, Senior Vice President, Chief Financial Officer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2008
	/s/ Martin B. Anstice
	Martin B. Anstice
	Senior Vice President,
	Chief Financial Officer and Chief Accounting Officer