COMMERCIAL LEASE

Exhibit 10.4

COMMERCIAL LEASE

BETWEEN

MICRON TECHNOLOGY, INC.

LANDLORD

AND

GTG PC HOLDINGS, LLC

TENANT

COMMERCIAL LEASE

This Lease Agreement ("Lease") is effective April 30, 2001, between Micron Technology, Inc., a Delaware corporation, ("Landlord"), and GTG PC Holdings, LLC, a Delaware limited liability company ("Tenant"). GTG PC Holdings, LLC, will assign its interest in this Lease to Micron PC, LLC, an entity that shall be formed on or before the Commencement Date as defined below.

1.1                 Landlord . Micron Technology, Inc., is the "Landlord" with offices at 8000 South Federal Way, Boise, Idaho 83716.

1.2                 Tenant . GTG PC Holdings, LLC, a Delaware limited liability company, is the "Tenant" with offices at 6260 Lookout Road, Boulder, Colorado 80301, upon the assignment of this lease by GTG PC Holdings, LLC, to Micron PC, LLC, the Tenant shall be Micron PC, LLC, with offices at 900 E. Karcher Road, Nampa, Idaho 83687 and Micron PC, LLC shall be subject to all the provisions of this Lease. Upon the assignment of this Lease from GTG PC Holdings, LLC, to Micron PC, LLC, GTG PC Holdings, LLC, shall have no further interest in or obligations under this Lease as Tenant.

1.3                 Premises. The "Premises" are located at 900 E. Karcher Road, Nampa, Idaho, and consist of certain land and improvements, particularly described in Exhibit "A", attached hereto and incorporated herein by this reference. The Premises consist of one building (Phase 3 Building) and the parcel upon which it is located, as designated in Exhibit "A". The Premises are part of a larger facility including the building identified as the “Phase 1&2 Building.”

1.4                 Permitted Use. The use of the Premises permitted under this Lease shall be in conformance with local, state and federal laws and shall be limited to electronics manufacturing and assembly, distribution, general office use and other lawful ancillary services related to such manufacturing and assembly, except as may otherwise be authorized in writing by Landlord ("Permitted Use"). In no event shall the Premises be utilized for any purpose that competes directly with the Landlord’s business of designing and manufacturing semiconductor memory products. In addition to the right to use the Premises, Tenant and its invitees shall have the non-exclusive right to use all walkways, sidewalks, driveways, and Common Facilities (as defined below) which may now or hereafter be located at Landlord's real property located adjacent to the Premises, provided, however that Landlord shall have the right and ability to reconfigure, close or remove any walkways, sidewalks, driveways, and Common Facilities so long as such reconfiguration, closure or removal does not unreasonably interfere with Tenant’s access to or use of the Premises and/or the Common Facilities. Notwithstanding the foregoing, Landlord shall have the right to separate the Premises from the rest of the facilities located at the site and provide Tenant with access to the Premises from both Madison Avenue and Birch Lane and Landlord shall have the right to close or remove those Common Facilities identified in Section 4.4(i). Landlord shall notify Tenant sixty (60) days prior to any reconfiguration, closure, removal or separation.

1.5                 Term and Commencement Date. The Term of this Lease shall commence on the date that Micron PC acquires the personal computer manufacturing operation of Micron Electronics, Inc., currently located on the Premises ("Commencement Date"). The actual date of the Commencement Date shall be entered on the Memorandum of Lease provided for in Section 11.4 below. The Term shall end at midnight of the day that is the first anniversary of the Commencement Date ("Initial Term"), unless terminated earlier as provided in either Section 4.11 or Section 9.1, or extended as provided in Section 3.2. The Initial Term and any Renewal

Term(s), as defined below, are the "Term" of this Lease. Landlord and Tenant shall execute a memorandum certifying the Commencement Date within thirty (30) days after that date.

1.6                 Base Rent . Tenant shall pay to Landlord during the Initial Term, annual Base Rent of Two Million Nine Hundred Thirteen Thousand One Hundred Eight dollars ($2,913,108.00), in monthly installments of Two Hundred Forty-Two Thousand Seven Hundred Fifty-Nine Dollars ($242,759) ("Base Rent"). Tenant's obligations under this Lease commence as of the Commencement Date. The Base Rent during any Renewal Term shall be as agreed by the parties. In the event that the parties cannot mutually agree upon Base Rent for any Renewal Term within sixty (60) calendar days of Tenant's Notice of Exercise pursuant to Section 3.3, then the Base Rent shall be the fair market Base Rent determined as follows: each party shall submit to the other party a writing stating such party's figure for fair market Base Rent; each party shall designate a commercial real estate agent with at least five (5) years real estate experience in the Nampa area; the two (2) agents shall agree upon a third agent with at least five (5) years real estate experience in the Nampa area; and such third agent shall identify which figure such agent believes is closest to the fair market Base Rent. Base Rent shall be the figure designated by the third agent as the fair market Base Rent. The parties shall share equally the cost of such third agent. If the two (2) agents cannot agree on such third agent, then either party may apply to the Canyon County or Ada County Court to select such third agent. Notwithstanding the forgoing, the Base Rent per square foot for any Renewal Term will not be less than the Base Rent per square foot for the Initial Term.

1.7                 Services . Landlord shall provide possession of the Premises to Tenant and shall perform such maintenance and repair as is set forth in Section 4.4 and 5.3. Tenant shall be responsible for all other obligations relating to the use and enjoyment of the Premises, except as hereinafter expressly provided.

1.8                 Security Deposit. Tenant shall, on the effective date of this Lease, deposit with Landlord the sum of One Hundred Thousand Dollars ($100,000.00). Said deposit may be commingled with Landlord’s general funds and shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, conditions, and covenants of this Lease. If any amount of Rent payable by Tenant to Landlord shall be overdue and unpaid or should Landlord make payments on behalf of Tenant, or Tenant shall fail to perform any of the terms of this Lease, then if any such failure or defaults remain uncured after applicable notice and cure periods, Landlord may, at its option and without prejudice to any other right or remedy which Landlord may have on account thereof, appropriate the entire amount of said deposit and apply said entire amount or so much thereof as may be necessary to compensate Landlord toward the payment of Rent or loss or damage sustained by Landlord due to such breach or default on the part of Tenant. After application of all or part of said deposit as above provided, Tenant shall forthwith upon demand restore said deposit to the sum of One Hundred Thousand Dollars ($100,000.00). Should Tenant comply with all of the terms of this Lease, said deposit shall be returned to Tenant at the end of the Term. In the event of bankruptcy or other debtor-creditor proceedings against Tenant, such amounts from the deposit may be appropriated and shall be deemed to be applied first to the payment of all Rent due to Landlord for all periods prior to filing of such bankruptcy or other debtor-creditor proceeding. Such appropriation or use of the Security Deposit by Landlord shall not constitute an election of remedies or waiver of any remedy to which Landlord’s is legally entitled.

2.1                 Grant of Premises . Landlord leases to Tenant and Tenant leases from Landlord the Premises subject to the terms and conditions of this Lease.

2.2                 Possession . Landlord shall deliver possession of the Premises in the Premises' existing condition (including the rights, privileges, benefits, rights-of-way and easements now or in the future appurtenant to the Premises) to Tenant on the Commencement Date free and clear of all tenancies and occupancies. Tenant accepts the Premises “As Is.” Landlord makes no

representation or warranty as to the conditions of the Premises or the suitability or desirability of the Premises for Tenant’s permitted use. During the Term, Landlord covenants on behalf of itself and its respective successors and assigns to provide quiet and peaceable possession of the Premises to Tenant.

3.2                 Renewal Terms . Tenant has the right and option to extend the Term of this Lease for three (3) additional consecutive periods of one (1) year each ("Renewal Term") beyond the expiration of the Initial Term upon the terms and conditions set forth in this Lease ("Renewal Option"). Tenant may exercise Tenant's Renewal Option only if Tenant at the time of exercise and at the beginning of the option Term is not in default beyond any period provided by this Lease for the curing of the default.

3.3                 Tenant's Notice of Exercise of Renewal Option . Tenant may exercise Tenant's Renewal Option by giving written notice of the exercise to Landlord not more than three hundred sixty (360) or less than ninety (90) calendar days before the expiration of the then existing Term ("Option Notice Period").

4.1                 Definition of Rent . The word "Rent" includes the Base Rent, any amounts identified herein as "Additional Rent," and any other amount payable by Tenant to Landlord under this Lease.

4.2                 Payment of Rent . Tenant agrees to pay Landlord, without offset or deduction for any reason, the Rent for the Premises, as and when provided herein.

4.3                 Triple Net Lease. The parties intend that this Lease be a net, net, net lease. Therefore, in addition to Tenant's payment of Base Rent, Tenant shall be obligated to pay and shall pay all taxes or other assessments upon the Premises, insurance premiums (except as provided below), repairs and maintenance costs (except for structural repairs identified in Section 5.3 and other obligations which are expressly identified as Landlord's responsibility), any and all costs, charges and obligations which may arise due to any easement, maintenance agreement, common area agreement, or the like, Operating Costs and Electrical Costs as set forth below in Sections 4.4 and 4.6 which are in addition to all Utility expenses for Utility services provided to the Premises as set forth in Section 5.4, in addition to its share of the all sewer and water charges, security, or any other expenses or charges related to the Premises, all of which are the responsibility of Tenant regardless of whether the expense or charge is specifically considered elsewhere in this Lease. The costs and expenses identified in this Section 4.3 are not intended to be an exhaustive or exclusive list of Tenant's obligations, which are specifically described below, but are merely intended to provide a description of the types of costs and expenses for which Tenant will be obligated under the Lease.

4.4                 Allocation of Electrical Costs and Operating Costs . Landlord shall be solely responsible for and shall promptly pay all charges, when due, for electrical service for the Premises ("Electrical Costs"). Landlord shall be solely responsible for maintaining and repairing the Common Facilities and shall promptly pay all charges, when due, for such repair and maintenance. Tenant shall be responsible for its share of the operating costs (the "Operating Costs") of the Premises which include the maintenance, operation and repair of the Common Facilities together with the cost of liability insurance relating to the Common Facilities (which liability insurance shall be maintained by Landlord and which shall name Tenant as an additional insured). For purposes hereof, the Common Facilities shall mean (i) the landscape area, the volleyball and basketball courts, and the picnic area each as depicted on Exhibit A1 not located

within the Premises but available for use by Tenant and Tenant’s employees; (ii) the retention pond, the fire suppression system, the submetering station; and (iii) all other utility systems or services which are not separately metered and which service both the Phase 1&2 Building and the Phase 3 Building, the water lines and any and all lines, pipes, conduit and the like which connect such systems and utilities to the Premises. Notwithstanding the foregoing, Landlord shall only be responsible for the maintenance and repair of the electrical system located on the Premises up to the main service entrance breaker located at or on the Phase 3 Building and any other utility systems and services included in as Common Facilities up to the point at which they enter the Phase 3 Building. In addition to Base Rent, Tenant shall be obligated to pay and shall pay its share of Electrical Costs and Operating Costs in conformance with Section 4.6 below. In no event shall Tenant's share of Electrical Costs and Operating Costs include the cost of any capital expenditures, or any costs that were incurred solely for the benefit of the Phase 1&2 Building. Unless the Premises are separately metered, Landlord will invoice Tenant monthly for its share of such Electrical Costs and Operating Costs as Additional Rent.

4.5                 Electrical Costs and Operating Costs Documentation and Reconciliation. All Additional Rent invoices shall include complete copies of all invoices, statements and documents supporting the Electrical Costs and Operating Costs being billed, as well as complete explanation and documentation of any allocation (hereafter collectively referred to as "Backup Invoices"). Tenant shall pay such Additional Rent in full within thirty (30) days after its receipt of the Backup Invoices. Tenant shall not be obligated to reimburse the Landlord for such invoice that Tenant does not receive with Backup Invoices within one hundred fifty (150) days after the date the expense relating to such Electrical Cost was paid.

4.6                 Calculation of Tenant's Share of Costs. Tenant's share of Operating Costs and the Electrical Costs shall be the percentage derived by dividing the total square footage of the floor area of the Premises (340,714 square feet) by the total square footage of the floor area of the Premises and the Phase 1&2 Building (591,639 square feet).

4.7                 Inspection of Records. Tenant may, upon not less than ten (10) days' prior written notice to the Landlord, inspect the Landlord's records for all Electrical Costs and Operating Costs incurred during the preceding calendar year at the Landlord's general offices or at such other location reasonably designated by the Landlord at any time during reasonable business hours within one (1) year after the end of said calendar year. If said inspection reveals an overpayment of Electrical Costs or Operating Costs, the Landlord shall reimburse Tenant any such overpayment within thirty (30) days after receipt of notice of determination, and of the amount, of such overpayment. If said inspection reveals that the Landlord overstated Electrical Costs or Operating Costs (singularly or collectively) by more than five percent (5%), the Landlord shall reimburse Tenant for all costs reasonably incurred in making such inspection within thirty (30) days after receipt of notice of determination, and of the amount of any such misstatement. The Landlord's expenses for any calendar year shall be deemed correct if Tenant does not give the Landlord written notice of any such overpayment or underpayment within the one (1) year period provided.

4.8                 Date and Form of Rent Payments . Base Rent payments shall commence on the Commencement Date and shall be paid each month in advance. Each Base Rent payment subsequent to such initial payment of Base Rent shall be made on the first day of each calendar month during the Term. Rent shall be payable at the Landlord's address set forth in this Lease or such different address as Landlord shall provide to Tenant by written notice. In the event Tenant fails to pay Rent on or before the tenth (10th) day of each month, in addition to any other remedy Landlord may have, Tenant shall pay to Landlord a late charge of five percent (5%) of the amount of the late payment.

4.9                 Partial Payments. Acceptance by Landlord of any partial payment of Base Rent shall not constitute a waiver of the obligation of the Tenant to pay the full amount of the Rent payment then due, or abrogate any late charge accruing.

4.10               Rent Proration. For any fractional month occurring during the Term, the Base Rent and any adjustments to the Base Rent payable for the fractional month shall be prorated based on the ratio that the number of days in the fractional month bears to the total number of days in that calendar month.

4.11               Early Termination . Tenant may terminate this Lease as to the entire Premises, with no further obligation except for those continuing representations, warranties, and indemnities set forth herein, upon ninety (90) calendar days written notice to Landlord.

5.1                 Tenant's Use of Premises. The Premises shall be occupied and used by Tenant only for the Permitted Use and for no other purpose.

5.2                 Tenant's Maintenance Obligations. Tenant shall, at Tenant's sole expense keep and maintain the Premises in good condition and repair. Tenant's maintenance and repair obligation (a) includes, but is not limited to, all plumbing, underground utilities, sewer systems, drainage systems, heating, air conditioning, ventilating, electrical, lighting, telecommunications, fire suppression, interior walls, ceilings, floors, windows, doors, plate glass, cabinets, landscaping, parking area, pavement, and sidewalks; (b) includes the repair, replacement, payment or performance of all obligations that are required under any common area agreement, restriction, or easement agreement to which the Premises are subject; (c) includes the prompt extermination of termites, rodents, and other vermin; and (d) excludes all maintenance and repair obligations which are expressly set forth as the Landlord's responsibility in Sections 4.4 and/or 5.3. Tenant has and shall diligently and timely perform all maintenance and repair obligations that are not expressly set forth as the responsibility of Landlord in Sections 4.4 and/or 5.3. For the avoidance of doubt, Tenant is not obligated to pay or bear the cost of Landlord's Maintenance and/or Repair obligations as provided in Section 4.4 above or 5.3 below. In the event of any maintenance undertaken by Tenant that requires the closure of any portion of the Premises, the utilization of machinery or equipment not generally located on the Premises in the ordinary course of Tenant performing maintenance, the interruption of electrical service or any Utilities or may jeopardize the safety of Landlord's employees, Tenant shall provide notice of such maintenance to and shall coordinate such with Landlord as set forth in Section 5.2. Tenant shall make all improvements required by any governmental agency to the Premises relating to Tenant’s specific use of the Premises. In the event that Tenant undertakes any maintenance, repair or improvement to the Premises, Tenant shall also be responsible for any additional improvements to the Premises required by a governmental agency as a result of or arising out of such maintenance, repair or improvements, regardless of whether such relate to Tenant’s specific use of the Premises.

5.3                 Landlord's Maintenance and Repair Obligations . Landlord, at Landlord's sole cost and without reimbursement from Tenant, is required to repair and maintain all material structural defects and damage, including replacement if necessary, by way of example and not by way of limitation, to the roof, outer walls, and foundations, unless the defects or damage was caused by Tenant or was part of a structural repair or improvement caused by Tenant. Except as stated in this Section and/or Section 4.4 above, Landlord is not required to perform any maintenance, repairs, replacements, improvements or alterations at any time. In the event of any maintenance undertaken by Landlord that requires the closure of any portion of the Premises or Common Facilities, the utilization of machinery or equipment not generally located on the Premises or Common Facilities, in the ordinary course of Landlord performing maintenance, the interruption of electrical service or any Utilities or may jeopardize the safety of Tenant's employees, Landlord shall provide notice of such maintenance to and shall coordinate such with Tenant as set forth in Section 5.3. Except as provided in Section 5.2 above, Landlord shall make all improvements required by any governmental agency to the Premises which do not relate to Tenant’s specific use of the Premises.

5.4                 Utilities. Tenant shall be solely responsible for and shall promptly pay all charges, when due, for water, natural gas, telephone, cable, computer, security and any other utility or other service used upon or furnished to the Premises or for common area charges required by any easement, restrictive covenant or common area agreement of record, including deposits (collectively "Utilities"). Tenant shall not be responsible for any costs or expense associated with the future extension of any Utility service to the property unless such Utility extension occurs at the request of Tenant. Additionally, unless caused by the negligent or intentional acts or omissions of Landlord or its representatives, Landlord shall not be liable in damages or otherwise for any failure or interruption of (i) any Utility service being furnished to the Premises, or (ii) the heating, ventilating and air conditioning system, if any. Unless caused by the negligent or intentional acts of Landlord, no such failure or interruption, whether resulting from a casualty or otherwise, shall entitle Tenant to terminate this Lease or to abate the payments Tenant is required to make under this Lease.

5.5                 Security. Tenant shall provide, maintain and pay for such security services as Tenant may elect to obtain for the interior of the Phase 3 Building and only those exterior areas immediately adjacent to the Phase 3 Building. Landlord shall have no obligation to provide security services for or on the Premises. However, Landlord shall have the exclusive right, but no obligation, to provide and pay for security on the Premises outside the Phase 3 Building.

5.6                 Trash/Cardboard. Tenant shall provide, maintain and pay for trash/cardboard receptacles on the Premises in which to place trash/cardboard and shall cause the trash to be removed from the area as often as is reasonably necessary.

5.8                 Signs. After the Commencement Date, no interior and exterior signs on the Premises (including building directories, wall and door signs, and exterior building signs) shall be installed, replaced or improved by Tenant without the Landlord's prior written consent, which shall not be unreasonably withheld or delayed. All such installation, replacement or improvement shall be at Tenant's sole cost, expense and liability. All signs shall be installed to avoid structural overloading of the Premises. All signs placed or maintained on the Premises shall be subject to and comply with all applicable ordinances and public regulations.

5.9                 Tenant's Duty to Notify Landlord of Construction. At least twenty (20) calendar days prior to starting any construction work on or at the Premises (for alterations, repair of fire or casualty, maintenance described in Section 5.2 requiring prior notice to Landlord, or other construction), Tenant shall notify Landlord of the date the work shall commence. If the construction work will require the Landlord's consent pursuant to Section 5.10, then Tenant shall also provide Landlord with a complete set of construction drawings for Landlord's prior review. Upon the completion of any work Tenant shall immediately record any applicable "Notice of Completion" in the public records of Canyon County, Idaho, and provide Landlord with as built drawings for the work performed.

5.10               Limitation On Alterations. No structural or exterior alteration or addition to the Premises, and no other alteration or addition to the Premises costing more than Ten Thousand Dollars ($10,000.00) per alteration or addition shall be undertaken or made by Tenant without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. During the first six (6) months of the Initial Term, Tenant intends to make intensive, nonstructural alterations to the Phase 3 Building costing no more than One Hundred Thousand Dollars ($100,000.00)(the “Initial Alterations”). The Initial Alterations shall not require the approval or Landlord and shall neither reduce the market value of the Phase 3 Building, nor damage or reduce the structural integrity of the Phase 3 Building. The Initial Alterations shall be completed in a first class and workmanlike manner after Tenant has obtained all necessary governmental consents, approvals and permits. Tenant shall comply in all other regards with the provisions of Section 5.9 regarding the Initial Alterations.

5.11               Contractors Used in Construction . Tenant shall retain a licensed and bonded contractor that is approved by Landlord (whose approval shall not be unreasonably withheld or delayed), to perform any construction work (for alterations, repair of fire or casualty, or other construction). The contractor shall be bonded and carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction with property damage limits sufficient to cover the replacement cost of the Premises.

5.12               Tenant's Hazardous Material Use . Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, used, in, on, from or about the Premises by Tenant, its agents, employees, contractors, customers, clients, patients, guests or invitees except as incidental to Tenant's permitted use of the Premises and only in quantities that are less than the quantities that are required to be reported to governmental or other authorities under applicable law or regulations. Tenant shall comply with all applicable laws and regulations regulating Tenant's use, handling, reporting, storage, discharge and disposal of Hazardous Material. As used in the Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any federal, state or local governmental authority or political subdivision. The term "Hazardous Material" includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" under applicable law, (ii) petroleum, (iii) asbestos, (iv) polychlorinatedbiphenyl ("PCB"), (v) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. '1321), (vi) defined as a "hazardous waste" pursuant to Section 1004 of the Solid Waste Disposal Act (42 U.S.C. '6903), (vii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. '9601), (viii) defined as a "regulated substance" pursuant to Section 9001 of the Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. '6991, (ix) considered a "hazardous chemical substance and mixture" pursuant to Section 6 of the Toxic Substance Control Act (15 U.S.C. ' 2605), or (x) defined as a "pesticide" pursuant to Section 2 of the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. ' 136).

5.13.1           Tenant's Payment of Taxes . Tenant agrees to pay before they become delinquent all taxes (both general and special), assessments, or governmental charges lawfully levied or assessed against the Premises or the Tenant's personal property ("Taxes"). If any such Taxes (other than Tenant's personal property taxes) cover any period of time prior to or after the expiration or termination of this Lease, Tenant's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect.

5.13.2           Tax Notices . Promptly upon Landlord's receipt, Landlord shall furnish to Tenant copies of all notices of assessments or changes in valuation so that Tenant may exercise Tenant's rights to challenge the assessments or valuations. Landlord shall furnish to Tenant the Tax statement for the Premises promptly upon receipt from the taxing authority in the event the Tax statement is sent to Landlord. If allowed by the applicable taxing authority, Tenant may request that all Tax bills and notices be sent directly to Tenant. Tenant shall provide to Landlord copies of all tax notices and assessments with regard to the Premises received by Tenant, together with proof of payment thereof.

5.13.3           Tenant's Challenge of Taxes . If Tenant desires to challenge any Tax, then Tenant shall provide Landlord with prior written notice of the challenge, and Tenant may, at its sole cost and expense (in its own name or in the name of Landlord, or in the name of both, as Tenant may deem appropriate) contest any Tax. If Tenant challenges any Tax, Tenant need not pay the disputed Tax until the Tax is adjudged to be valid. In no event shall Tenant allow a tax foreclosure or sale to proceed against the Premises, and in the event of any tax foreclosure or sale Tenant shall either promptly pay or bond against the Tax, as allowed by law. Landlord agrees not to take any action which would extinguish or restrict Tenant's rights to make or prosecute any

challenge and to reasonably cooperate with Tenant in any challenge. If Landlord participates in any challenge solely at the request of Tenant, Tenant shall reimburse Landlord for all reasonable costs and expenses incurred by Landlord as a result of Landlord's participation. At the conclusion of the challenge, Tenant shall pay the Tax to the extent that the Tax is held valid, plus all court costs, interest and penalties and other charges relating to the Tax.

5.13.4           Tax on Rent . Should any government impose a tax, assessment, gross receipts tax, transaction tax, privilege tax, sales tax or similar tax (other than an income or franchise tax) on the Rent, such taxes and assessments shall constitute "Taxes" and shall be paid by Tenant to the taxing authority. Tenant shall, if necessary, file a tax return in Landlord's name and provide a copy of the tax return to Landlord. If Landlord must pay the tax or file the tax return, then Tenant shall, fourteen (14) calendar days after demand from Landlord, reimburse Landlord for the amount of the tax and the expense of preparing and filing the tax return.

5.14               Covenant Against Liens . Tenant will not directly or indirectly create or cause to be created or to remain, and will promptly discharge, at Tenant's sole expense, any mechanics' lien or similar lien against the Premises which Tenant created or caused to be created by Tenant's work on the Premises. Tenant has no authority or power to cause or permit any mechanics' lien or similar lien created by act of Tenant, operation of laws, or otherwise to attach to or be placed upon Landlord's title or interest in the Premises. Any lien against the Tenant shall attach only to Tenant's leasehold interest in the Premises. Landlord will not directly or indirectly create or cause to be created or to remain, and will promptly discharge, at Landlord's sole expense, any mechanics' lien or similar lien against the Premises which Landlord created or caused to be created by Landlord's work on the Premises. A party may, at the party's sole expense, contest any lien, and the lien may remain pending resolution of the challenge. The party challenging the lien shall indemnify and hold the other party harmless from any and all loss, damage or expense occasioned by the lien challenge. If the lien is adjudged to be valid, the challenging party shall promptly pay and discharge the lien.

5.15               Landlord's Right of Entry . Subject to complying with Tenant’s security measures, which measures shall not unduly burden Landlord or Landlord’s agents and upon prior reasonable notice, which notice shall be reasonable under the circumstances, Landlord and Landlord's agents may enter the Premises at all such times as may be necessary to (i) access, inspect, maintain or repair the data and control centers located within the Phase 3 Building that serve other portions of the facility and (ii) inspect the general condition and state of repair of the Premises. Landlord's entry shall be supervised by Tenant, and Landlord shall not interfere with, or create a hazard to, Tenant's business operations, except in the event of an emergency arising within the Premises which endangers property or persons.

6.1                 Relationship of Parties . Nothing contained in this Lease shall be construed as creating the relationship of principal or agent, employment, partnership or joint venture. Neither the method of computation of Rent nor any other provision of this Lease, nor any act of the parties, shall be deemed to create any relationship other than that of landlord and tenant.

6.2                 Successors and Assigns . This Lease shall benefit and bind the successors and permitted assigns of Landlord and Tenant.

6.3                 Tenant's Assignment and Subletting. Tenant may not assign this Lease or sublet all or a part of the Premises unless Tenant first obtains the consent of Landlord. Landlord's consent may not be unreasonably withheld. However, the parties agree that Landlord may reasonably withhold its consent to such assignment or subletting if (i) such assignee or subtenant lacks the requisite financial ability to perform the obligations set forth herein as determined by Landlord or (ii) such assignee or subtenant competes directly with Landlord’s current business of designing and manufacturing semiconductor memory products as determined by Landlord.  

6.4                 Permitted Transfers by Micron PC, LLC . The issuance, sale, encumbrance, other transfer of any interest in Tenant or the assignment of this Lease or a subletting of all or any portion of the Premises to (i) a purchaser that purchases substantially all of the assets of any of the businesses conducted at the Premises by Tenant, (ii) an entity which at the time of transfer then controls, is controlled by, or is under common control with Tenant and remains in control, controlled by or under common control with Tenant, or (iii) an entity that results from a merger or consolidation with Tenant, (collectively a “Permitted Transferee”), shall not be deemed to be an assignment or subletting requiring the Landlord's consent, provided that the effect of which will not violate any of Subsection 6.3(i) - (ii) above. The assignment and subletting permitted pursuant to Subsections (i) - (iii) of this Section 6.4 shall be personal to Micron PC, LLC and any Permitted Transferee.

6.5                 Landlord's Transfer . Landlord may sell, assign or otherwise transfer the Premises without the consent of Tenant. If Landlord should sell or transfer Landlord's interest in the Premises, then effective with the date of the sale or transfer, Landlord shall be released and discharged from any and all further obligations and responsibilities under this Lease (except those already accrued) upon written assumption by the buyer or transferee of Landlord's liabilities under this Lease.

6.6                 Attornment . Tenant shall attorn to, and recognize as successor Landlord under this Lease, any person that purchases or obtains title to the Premises pursuant to (i) foreclosure proceedings, (ii) exercise of the power of sale under a deed of trust, (iii) a deed in lieu of foreclosure or similar transfer, or (iv) any voluntary conveyance by Landlord; provided that such person assumes and agrees to be bound by all of the obligations of the Landlord under the Lease.

6.7                 Subordination . Tenant agrees that this Lease is and shall remain subordinate to any subsequent mortgage or deed of trust encumbering the Premises, together with any renewals, modifications or extensions of subsequent mortgages or deeds of trust, provided that Tenant receives a nondisturbance agreement from the holder of such mortgage or deed of trust which provides that if Tenant has not defaulted under this Lease (which default shall have remained uncured after the giving of notice and the expiration of any applicable cure periods), Tenant's tenancy and Tenant's rights under this Lease shall not be di