{"id":41940,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/north-and-south-expansion-parcel-redwood-city-ca-build-to-suit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"north-and-south-expansion-parcel-redwood-city-ca-build-to-suit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/north-and-south-expansion-parcel-redwood-city-ca-build-to-suit.html","title":{"rendered":"North and South Expansion Parcel (Redwood City, CA) Build to Suit Option Agreement &#8211; Martin\/Campus Associates L.P. and At Home Corp."},"content":{"rendered":"<pre>\n                         BUILD TO SUIT OPTION AGREEMENT\n\n\n        THIS BUILD TO SUIT OPTION AGREEMENT ('Agreement') is made and entered\ninto as of this 25th day of October, 1996, by and between MARTIN\/CAMPUS\nASSOCIATES, L.P., a Delaware limited partnership ('Owner'), and AT HOME \nCORPORATION, a Delaware corporation ('AtHome').\n\n                                R E C I T A L S\n\n        This Agreement is made and entered into with reference to and upon the\nbasis of the following facts, intentions and understandings of the parties:\n\n        A.      Owner is the owner of (a) that certain real property situated\nin the City of Redwood City, County of San Mateo, State of California, which is\ndescribed on Exhibit A hereto (the 'North Expansion Parcel'); provided, however,\nthat Owner holds an unconditional option to purchase, but does not own, the\nso-called 'Sears Parcel,' as further described on Exhibit A-1 hereto (the 'Sears\nParcel'); and (b) that certain unimproved real property situated in the City of\nRedwood City, County of San Mateo, State of California, which is described on\nExhibit B hereto (the 'South Expansion Parcel'). The North Expansion Parcel and\nthe South Expansion Parcel shall be hereinafter from time to time collectively\nreferred to as the 'Property'.\n\n        B.      Owner and AtHome have entered into that certain Lease dated as\nof October 18, 1996 (the 'Broadway Lease') pursuant to which Owner is leasing to\nAtHome, and AtHome is leasing from Owner, that certain real property commonly\nknown as 425 Broadway, situated in the City of Redwood City, County of San\nMateo, State of California (the 'Broadway Premises').\n\n        C.      As part of the consideration for the Broadway Lease, Owner\ndesires to give to AtHome, and AtHome desires to obtain from Owner, the option\nto lease all or certain portions of the conditions, and the option to acquire a\nportion of the Property on certain agreed terms and conditions.\n\n        D.      Owner and AtHome now desire to enter into this Agreement to set\nforth their agreement with respect to the above-described options and rights to\nmake a first offer.\n\n        E.      All capitalized terms no specifically defined in this Agreement\nshall have the same meanings given to them in the Broadway Lease.\n\n\n\n                                       1\n\n        NOW, THEREFORE, in consideration of the payment by AtHome to Owner of\nthe sum of One Hundred Dollars ($100) and for other good and valuable\nconsideration, the receipt and adequacy of which are hereby acknowledged by\nOwner, Owner and AtHome hereby agree as follows:\n\n        1. Term. The term of this Agreement shall commence upon the execution \nof this Agreement by Owner and AtHome, and shall expire upon the expiration or \nearlier termination of this Agreement in accordance with the terms set forth \nbelow; provided, however, that if the First Option is not validly and timely \nexercised in accordance with the provisions of Paragraph 2.5, then the First \nOption, the Second Option, and the Third Option (all as defined below), and the \noption to purchase the Second Option Subparcel, shall immediately expire (if \nthis Agreement has not already expired or been terminated) on the First Option \nNotice Date (as defined below), and this Agreement shall automatically \nterminate as of the First Option Notice Date; if the Second Option is not \nvalidly and timely exercised in accordance with the provisions of Paragraph \n2.6, then the Second Option and the Third Option, and the option to purchase \nthe Second Option Subparcel, shall immediately expire (if this Agreement has \nnot already expired or been terminated) on the Second Option Notice Date (as \ndefined below); and if the Third Option is not validly and timely exercised in \naccordance with the provisions of Paragraph 2.7, then the Third Option shall \nimmediately expire (if this Agreement has not already expired or been \nterminated) on the Third Option Notice Date (as defined below); and provided \nfurther, that if the owner of the Sears Parcel defaults under the option \nagreement with Owner for the Sears Parcel, this Agreement shall terminate with \nrespect to the Sears Parcel. Notwithstanding the foregoing, if the owner of the \nSears Parcel defaults under the option agreement with Owner for the Sears \nParcel, and Owner nevertheless obtains title to the Sears Parcel, then so long \nas Owner and AtHome agree that it is feasible to do so, this agreement shall \nagain apply to the Sears Parcel, with the same force and effect as if the \nSears Parcel had always been part of the North Expansion Parcel; provided \nhowever, that the foregoing shall not be interpreted to require Owner to take \nany action to enforce the option agreement for the Sears Parcel, including \nwithout limitation commencing an action for specific performance of the option \nagreement.\n\n                1.1 Other Documents. Upon expiration of the term of this \nAgreement with respect to any portion of the Property, or upon the expiration \nof the First Option, the Second Option, or the Third Option, AtHome shall \nexecute, acknowledge and deliver to Owner an appropriate instrument prepared by \nOwner which Owner may then record in the Official Records of San Mateo County \nto expunge this Agreement and any memorandum thereof from the public record \nwith respect to such portion of the Property. In addition, AtHome hereby \nirrevocably constitutes and appoints Owner as its true and lawful attorney in \nfact, in its name and in its behalf, to make, execute, acknowledge, deliver, \nand file any \n\n                                       2\n\nand all such instruments that AtHome so fails or refuses to execute. AtHome \nexpressly understands and acknowledges that the foregoing special power of \nattorney is coupled with an interest, is irrevocable, and shall survive the \ndissolution or insolvency of AtHome, or the transfer by AtHome of the whole or \nany portion of its interest in this Agreement (provided that any such transfer \nshall be subject to the restrictions set forth in this Agreement).\n\n        2.      AtHome's Options. AtHome shall have the option to lease certain \nproperty located in the Project on a build-to-suit basis (each, a 'Build to \nSuit Option', and collectively, the 'Build to Suit Options') on the terms and \nconditions described in this Agreement.\n\n                2.1.    Option Deposit. AtHome shall, upon the execution of \nthis Agreement by Owner and AtHome, deposit with Owner the sum of Five Hundred \nThousand Dollars ($500,000.00) (the 'Option Deposit'), as both consideration \nfor Owner's willingness to grant the Build to Suit Options, and as security for \nAtHome performance of its obligations under the Build to Suit Options. As and \nwhen AtHome validly and timely exercises any of the Build to Suit Options in \naccordance with the provisions of this Agreement, Owner shall refund to AtHome \nthat portion of the Option Deposit that equals Five Hundred Thousand Dollars \n($500,000.00) multiplied by a fraction, the numerator of which shall be the \namount of square feet of Rentable Area to be located in the Proposed Building \n(as defined below) that is the subject of the Build to Suit Option then being \nexercised, and the denominator of which shall equal Four Hundred Ten Thousand \n(410,000); provided, however, that in no event shall AtHome be entitled to \nreceive a refund in excess of the total remaining amount of the Option Deposit \nthen being held by Owner; provided further, that if the total aggregate amount \nof Rentable Area approved by the City of Redwood City for the First Option \nBuilding, the Second Option Building and the Third Option Building (as those \nterms are defined below) is less than Four Hundred Ten Thousand (410,000) \nsquare feet, the denominator of such fraction shall equal the greater of (a) \nthe total aggregate amount of Rentable Area approved by the City of Redwood \nCity for the First Option Building, the Second Option Building and the Third \nOption Building, or (b) Three Hundred Eighty-Five Thousand (385,000) square \nfeet. Notwithstanding anything to the contrary set forth above, in no event \nshall Owner be required to refund more than Five Hundred Thousand Dollars \n($500,000.00) to Tenant pursuant to this Paragraph 2. If AtHome fails to \nexercise any Build to Suit Option in accordance with the provisions of this \nParagraph 2, or if any Build to Suit Option terminates as set forth in this \nParagraph 2, then (i) AtHome shall immediately reimburse Owner for any and all \ncosts, expenses and fees incurred by Owner to third parties in the process of \ncarrying out any and all actions described or permitted under this Paragraph 2 \n(including without limitation causing Architect to work on the conceptual \nplans, the Preliminary Plans and\/or the Final Plans\n\n                                       3\n\n(as those terms are defined below)), so long as such costs, expenses and fees \nhave been approved as part of the budgeting process described in Paragraph \n2.1.1, and (ii) the entire remaining balance of the Option Deposit shall \nimmediately become the property of Owner, and AtHome shall have no further \nright, title, claim, or interest in or to any portion of the Option Deposit. \nOwner shall not be required to segregate the Option Deposit from Owner's \ngeneral funds; Owner's obligations with respect to the Option Deposit shall be \nthose of a debtor and not a trustee, and AtHome shall not be entitled to any \ninterest on the Option Deposit.\n\n                  2.1.1. Approval of Budget. From time to time during the design\nand planning process for the Proposed Buildings described in this Paragraph 2,\nOwner shall present to AtHome a budget (each, a 'Budget') showing in reasonable\ndetail the upcoming actions Owner intends to undertake pursuant to this\nParagraph 2, and the amount of costs, expenses and fees Owner estimates it will\nincur to third parties in the course of carrying out such actions. AtHome shall\nhave ten (10) days after its receipt of any such Budget to review and approve\nthe same, provided that its approval of any such Budget shall not be\nunreasonably withheld. If AtHome disapproves any matter or line item contained\nin such Budget, then Owner may at its election either submit a revised Budget\nfor AtHome's review and approval (in which event AtHome and Owner shall continue\nto follow the procedures set forth in this Paragraph 2.1.2), or proceed with the\nactions described in the originally submitted Budget without obtaining AtHome's\napproval thereof. If AtHome neither approves nor disapproves the Budget within\nsuch 10-day period, AtHome shall be deemed to have approved such Budget as\nsubmitted. \n\n                  2.2. Architect. Within a reasonable period of time after the\nexecution of this Agreement, Owner shall notify AtHome in writing of the name\nand address of the licensed architect whom Owner desires to engage for the\npreparation of conceptual designs for the Expansion Project (as defined below).\nOwner's architect ('Architect') shall be subject to AtHome's prior written\napproval, which approval shall not be unreasonably withheld or delayed. Owner\nshall not replace the Architect without obtaining AtHome's prior written\napproval, which approval shall not be unreasonably withheld or delayed. For the\npurposes of this Agreement, the term 'Expansion Project' shall mean the Proposed\nBuildings consisting of approximately Four Hundred Ten Thousand (410,000) square\nfeet of Rentable Area that Owner may develop for AtHome on the North Expansion\nParcel and the South Expansion Parcel under the Build to Suit Options; and the\nterm 'Proposed Building' shall mean the building or buildings to be constructed\npursuant to any Build to Suit Option.\n\n                  2.2.1. Initial Design Process. Commencing between January 1, \n1997 and March 31, 1997, Owner and AtHome shall work with Architect to develop \nconceptual designs for the Expansion Project consistent with those certain \nplans prepared by \n\n                                       4\n\n\n\nKen Rodriguez, copies of which are attached hereto as Exhibit F (the 'Basic Site\nPlans'). The conceptual designs shall set forth, without limitation, the size,\nelevations, locations, and proposed phasing for the development of the Proposed\nBuildings to be included in the Expansion Project; schematic plans for the\nProposed Buildings; and design development information sufficient to enable the\nparties to obtain preliminary pricing from Contractor (as defined below) for the\nconstruction of the Proposed Building. The parties acknowledge and agree that\nthe size and location of the Proposed Building to be constructed under each of\nthe Build to Suit Options, and the proposed phasing for the development of the\nProposed Buildings, is of critical importance under this Agreement, and AtHome\nagrees to provide the proposed size ad location of such Proposed Building, and\nthe proposed phasing for the development of the Proposed Buildings, as early in\nthe process described in this Paragraph 2.2.1 as shall be feasibly possible. The\nsize of each Proposed Building shall be subject to the minimum sizes set forth\nin Paragraphs 2.5, 2.6 and 2.7; the size and location of each Proposed Building\nshall be subject to the reasonable approval of Owner; and the phasing for the\ndevelopment of the Proposed Buildings shall be subject to the approval of Owner,\nwhich may be withheld in Owner's sole discretion. Owner shall have no right to\ndisapprove the size or location of any Proposed Building to the extent that the\nsize or location proposed by AtHome is consistent with the Basic Site Plans.\nEach Proposed Building shall at a minimum be designed to the following standard\n(the 'Minimum Building Standard'): a multi-story steel-framed structure suitable\nfor office use, with a glass and drivet exterior. For the purposes of this\nAgreement, the 'phasing' for the development of the Proposed Buildings shall\nmean the timing for the development of the First Option Building, the Second\nOption Building, and the Third Option Building, and the areas within the\nProperty where the First Option Building, the Second Option Building, and the\nThird Option Building shall be located; and the 'location' of a Proposed\nBuilding shall mean the placement and alignment of the footprint of such\nProposed Building within the building area described in the phasing for the\ndevelopment of the Proposed Buildings.\n\n                      2.2.2.   Conceptual Designs. Based on the information\nprovided by AtHome as described above, Owner shall cause Architect to prepare\nconceptual designs for the Expansion Project consistent with the Basic Site\nPlans, and shall provide AtHome with copies of and the opportunity to comment\nupon, all drafts of such conceptual designs. To the extent that AtHome offers\nspecific written comments to any such designs, and such comments are reasonably\nacceptable to Owner, Owner shall use reasonable efforts to cause Architect to\nconsider such comments and\/or incorporate such comments into a revised draft of\nsuch designs. The collaborative process described in this Paragraph 2.2 shall\ncontinue until the first to occur of (a) August 31, 1997, or (b) such time as\nOwner and AtHome reach agreement upon the conceptual designs for the Expansion\nProject. However, if\n\n\n                                       5\n\nOwner and AtHome fail to agree upon such conceptual designs by August 31, 1997, \nthen Owner shall cause Architect to prepare and submit to AtHome on or before \nSeptember 30, 1997, and AtHome shall be deemed to have approved, a conceptual \ndesign ('Landlord's Conceptual Design') for the Expansion Project consistent \nwith the Basic Site Plans that calls for each of the Proposed Buildings to be \nconstructed to the Minimum Building Standard. Landlord's Conceptual Design \nshall reflect Owner's reasonable determination of the size and location of the \nProposed Buildings (so long as such size and location is consistent with the \nBasic Site Plans), and the schematic plans and design development information \nfor the Proposed Buildings, all taking into consideration the standards set \nforth in this Agreement and the information and requests submitted by Tenant. \nThe conceptual designs for the Proposed Buildings prepared pursuant to this \nParagraph 2.2.2, whether agreed upon by Owner and AtHome, or prepared as \nLandlord's Conceptual Design by Architect at Owner's request, shall hereafter \nbe collectively called the 'Approved Conceptual Designs'.\n\n        2.3.  Build to Suit Notice.  In order to elect to exercise any of the \nBuild to Suit Options, AtHome shall deliver to Owner, on or before the \napplicable Option Notice Date (as defined below), a written notice (with each \nsuch notice being called a 'Build to Suit Notice') setting forth AtHome's \nexercise of the Build to Suit Option, and identifying the Proposed Building to \nwhich such Build to Suit Notice applies, the proposed size and location of the \nProposed Building, and the proposed phasing for the development of the Proposed \nBuildings. The size and location of the Proposed Building shall be subject to \nthe reasonable approval of Owner; and the phasing for the development of the \nProposed Buildings shall be subject to the approval of Owner, which may be \nwithheld in Owner's sole discretion. Owner shall have no right to disapprove \nthe size or location of any Proposed Building to the extent that the size or \nlocation proposed by AtHome is consistent with the Basic Site Plans. The Build \nto Suit Notice must be accompanied by (i) two copies of a Lease identical to \nthe form of the Lease attached hereto as Exhibit C, executed by AtHome and with \nall blanks filled in with appropriate information satisfactory to Landlord, and \n(ii) AtHome's check payable to Owner in an amount equal to the aggregate of the \nadvance payment of monthly rent set forth in the second grammatical paragraph \nof Paragraph 5.A of the Lease, and the security deposit set forth in Paragraph \n6 of the Lease. The parties acknowledge and agree that the process described in \nthis Paragraph 2.3 is only intended to apply to the construction of the Shell \nand Core of each Proposed Building (as those terms are defined in Exhibit D \nattached hereto), and that the design and planning of the tenant improvements \nfor each Proposed Building will be handled in the manner set forth in the work \nletter to be attached to each respective Lease for a Proposed Building.\n\n                2.3.1.  Preliminary Plans.  Owner shall cause Architect to \nprepare preliminary plans (the 'Preliminary Plans')\n\n                                       6\n\n\n\nfor the Proposed Building, based upon the Approved Conceptual Designs. Owner\nshall use reasonable efforts to cause Architect to deliver the Preliminary Plans\nto AtHome within fifteen (15) days after Owner's receipt of the Build to Suit\nNotice for such Proposed Building; provided, however, that Owner may in its sole\ndiscretion elect to cause Architect to commence preparing the Preliminary Plans\nprior to completion of the Approved Conceptual Designs. Within five (5) days\nafter AtHome's receipt of the Preliminary Plans, AtHome shall either approve or\ndisapprove the Preliminary Plans. If AtHome disapproves the Preliminary Plans,\nthen AtHome shall state in reasonable detail the changes which AtHome requires\nto be made thereto. Owner shall use reasonable efforts to cause Architect to\nsubmit to AtHome revised Preliminary Plans within five (5) days after Owner's\nreceipt of AtHome's disapproval notice. Following AtHome's receipt of the\nrevised Preliminary Plans from Owner, AtHome shall have the right to review and\napprove the revised Preliminary Plans pursuant to this Paragraph 2.3.1. AtHome\nshall give Owner written notice of its approval or disapproval of the revised\nPreliminary Plans within five (5) days after the date of AtHome's receipt\nthereof. If AtHome disapproves the revised Preliminary Plans, then AtHome and\nOwner shall continue to follow the procedures set forth in this Paragraph 2.3.1\nuntil either (a) AtHome and Owner approve the Preliminary Plans in accordance\nwith this Paragraph 2.3.1, or (b) the date that is thirty (30) days after\nOwner's receipt of the Build to Suit Notice, whichever shall first occur. If\nAtHome and Owner do not mutually agree upon the Preliminary Plans within such\n30-day period, then AtHome may, in its sole discretion, elect by written notice\n(the 'Preliminary Plan Acceptance Notice') delivered to Owner within three (3)\ndays after AtHome's receipt of written notice from Owner that such 30-day period\nhas expired (and Owner shall have the right to deliver such notice to AtHome as\nearly as three (3) days before the expiration of such 30-day period), to either\n(i) accept the last version of the Preliminary Plans submitted by Owner to\nAtHome pursuant to this Paragraph 2.3.1, or (ii) agree that Architect shall\nprepare an initial version of the Final Plans (as defined below) for the\nProposed Building based upon the Minimum Building Standard, and that no\nPreliminary Plans are required under this Paragraph 2.3.1. If AtHome and Owner\ndo not mutually agree upon the Preliminary Plans within the 30-day period\ndescribed above, and AtHome does not deliver the Preliminary Plan Acceptance\nNotice to Owner within the 3-day period described above, then such Build to Suit\nOption and all unexercised Build to Suit Options shall terminate and cease to be\nof any force or effect, effective upon the expiration of such 30-day period. If\nAtHome neither approves nor disapproves the Preliminary Plans or the revised\nPreliminary Plans within the applicable time periods provided above, AtHome\nshall be deemed to have disapproved such Preliminary Plans as submitted.\n\n        2.3.2.  Final Plans.    Owner shall use reasonable efforts to cause\nArchitect to deliver to AtHome, within ten (10) days after approval by AtHome\nand Owner of the\n\n\n\n                                       7\n\nPreliminary Plans, complete plans and specifications which incorporate and are\nconsistent with the approved Preliminary Plans, and which show in detail the\nintended design, construction and finishing of all portions of the Proposed\nBuilding (the 'Final Plans'). Within five (5) days after AtHome's receipt of the\nFinal Plans, AtHome shall either approve or disapprove the Final Plans. If\nAtHome disapproves the Final Plans, then AtHome shall state in reasonable detail\nthe changes which AtHome requires to be made thereto. Owner shall use reasonable\nefforts to cause Architect to submit to AtHome revised Final Plans within five\n(5) days after Owner's receipt of AtHome's disapproval notice. Following\nAtHome's receipt of the revised Final Plans from Owner, AtHome shall have the\nright to review and approve the revised Final Plans pursuant to this Paragraph\n2.3.2. AtHome shall give Owner written notice of its approval or disapproval of\nthe revised Final Plans within five (5) days after the date of AtHome's receipt\nthereof. If AtHome disapproves the revised Final Plans, then AtHome and Owner\nshall continue to follow the procedures set forth in this Paragraph 2.3.2 until\neither (a) AtHome and Owner approve such Final Plans in accordance with this\nParagraph 2.3.2, or (b) the date that is sixty (60) days after Owner's receipt\nof the Build to Suit Notice. If AtHome and Owner do not mutually agree upon the\nFinal Plans within such 60-day period, then AtHome may, in its sole discretion,\nelect by written notice (the 'Final Plan Acceptance Notice') delivered to Owner\nwithin three (3) days after AtHome's receipt of written notice from Owner that\nsuch 60-day period has expired (and Owner shall have the right to deliver such\nnotice to AtHome as early as three (3) days before the expiration of such 60-day\nperiod), to either (i) accept the last version of the Final Plans submitted by\nOwner to AtHome pursuant to this Paragraph 2.3.2, or (ii) agree that Owner may\nproceed with the construction of the Proposed Building by utilizing plans and\nspecifications to be prepared by Architect based upon the Minimum Building\nStandard, that AtHome shall have no right to approve or reject such plans and\nspecifications, and that such plans and specifications shall be deemed to\nconstitute the 'Final Plans' for the purposes of this Agreement. If AtHome and\nOwner do not mutually agree upon the Final Plans within the 60-day period\ndescribed above, and AtHome does not deliver the Final Plan Acceptance Notice to\nOwner within the 3-day period described above, then such Build to Suit Option\nand all unexercised Build to Suit Options shall terminate and cease to be of any\nforce or effect, effective upon the expiration of such 60-day period. If AtHome\nneither approves nor disapproves the Final Plans within the applicable time\nperiods provided above, AtHome shall be deemed to have disapproved the Final\nPlans as submitted.\n\n                        2.3.3   Construction Budget. Owner intends to retain \nDevcon Construction ('Contractor' as the general contractor for the \nconstruction of the Proposed Buildings. AtHome shall have the right to approve \nthe construction contract between Owner and Contractor for the construction of \nany Proposed Building, which approval shall not be unreasonably withheld or \ndelayed; provided, however, that AtHome shall have no right to\n\n                                       8\n\ndisapprove such construction contract if such construction contract conforms in \nall material respects with the applicable AIA form contract and general \nconditions. Owner shall have the right to replace the Contractor at any time, \nprovided that any other contractor proposed by Owner shall not be designated as \nthe 'Contractor' under this Agreement without AtHome's prior written approval, \nwhich approval shall not be unreasonably withheld or delayed. Upon approval by \nOwner and AtHome of the Final Plans, Owner shall instruct Contractor to obtain \ncompetitive bids for the Proposed Building from at least three (3) qualified \nsubcontractors for each of the major subtrades (excluding the mechanical and \nelectrical trades, which shall be on a design\/build basis; provided, however, \nthat Owner shall review the proposed costs of such design\/build mechanical and \nelectrical work, and use reasonable efforts to keep the overall costs of such \ndesign\/build mechanical and electrical work at commercially reasonable levels), \nand to submit the same to Owner and AtHome for their review and approval. Upon \nselection of the subcontractors and approval of the bids, Contractor shall \nprepare a cost estimate for the Proposed Building described in such Final \nPlans, based upon the bids submitted by the subcontractors selected. Contractor \nshall submit such cost estimate to Owner and AtHome for their review and \napproval, based upon the terms set forth in Paragraph 2 of Exhibit D hereto. \nOwner and AtHome may reject such cost estimate only if (a) those Development \nCosts (as defined in Exhibit D) described in Paragraph 2.2 of Exhibit D hereto \nexceed the Adjustable Cost Limit (as defined in Exhibit D), or (b) the annual \nrent for the Proposed Building will be less than the minimum return described \nin Paragraph 2.2 of Exhibit D hereto, and AtHome does not agree to increase the \nrent payable under that Build to Suit Lease pursuant to Paragraph 2.3 of \nExhibit D hereto. If either Owner or AtHome rejects such cost estimate in \naccordance with this Paragraph 2.3.3, and Owner and AtHome fail to agree on \nrevisions to the Final Plans within ten (10) days after their receipt of the \ncost estimate, then such Build to Suit Option shall terminate and cease to be \nof any force or effect in accordance with Paragraph 2.3 of Exhibit D hereto, \nand all unexercised Build to Suit Options shall also terminate effective upon \nthe termination of such Build to Suit Option. Following any submission of \nrevised Final Plans to Contractor and a resolicitation of bids by Contractor, \nOwner and AtHome shall again follow the procedures set forth in this Paragraph \n2.3.3 with respect to the submission and approval of the cost estimate from \nContractor until either (i) Owner and AtHome approve such cost estimate in \naccordance with this Paragraph 2.3.3, or (ii) the date that is ninety (90) days \nafter Owner's receipt of AtHome's Build to Suit Notice. If Owner and AtHome do \nnot mutually agree upon the cost estimate within such 90-day period, and AtHome \ndoes not agree to increase the rent payable under that Build to Suit Lease \npursuant to Paragraph 2.3 of Exhibit D hereto, then such Build to Suit Option \nand all unexercised Build to Suit Options shall terminate and cease to be of \nany force or effect in accordance with Paragraph 2.3 of Exhibit D hereto, and \nall unexercised Build to Suit Options shall also terminate \n\n                                       9\n\neffective upon the termination of such Build to Suit Option. If either Owner or\nAtHome neither approves nor disapproves the cost estimate within the applicable\ntime periods provided above, such party shall be deemed to have disapproved the\ncost estimate as submitted.\n\n                2.3.4.  Construction Financing. If Owner and AtHome have both\naccepted Contractor's cost estimate for the Proposed Building pursuant to\nParagraph 2.3.3 above, Owner shall have a period of thirty (30) days after such\nmutual acceptance of the cost estimate to use reasonable efforts to attempt to\nobtain a loan for the costs of constructing the Proposed Building ('Construction\nFinancing'), in an amount not less than the total amount of estimated\nDevelopment Costs (as defined in Paragraph 1 of Exhibit D hereto), less the Land\nValue (as defined in Paragraph 1.1 of Exhibit D hereto), under such commercially\nreasonable terms and conditions as shall be reasonably acceptable to Owner\n(including, if necessary, a commercially reasonable completion guaranty provided\nby Owner); provided, however, that in no event shall Owner be required to\nprovide any other form of credit enhancement or any third party guaranty as\nsecurity for such Construction Financing, including without limitation any\nguaranty from the partners or members of Owner. If Owner is unable to obtain\nConstruction Financing under such commercially reasonable terms, Owner may, by\ngiving written notice to AtHome within such 30-day period, elect to terminate\nits obligation to construct such Proposed Building, in which event such Build to\nSuit Option and all unexercised Build to Suit Options shall terminate and cease\nto be of any force or effect, effective upon the expiration of such 30-day\nperiod; provided, however, that if within such 30-day period AtHome delivers\nwritten notice to Owner whereby AtHome covenants and agrees to provide the\n'AtHome Loan' (as defined below) to Owner to finance the cost of constructing\nthe Proposed Building, and AtHome funds the AtHome Loan in accordance with the\nfollowing terms and conditions, then such Build to Suit Option and all\nunexercised Build to Suit Options shall remain in full force and effect. The\nAtHome Loan shall be interest-free; in an amount not less than the total amount\nof estimated Development Costs less the Land Value; and for a term, with a\nfunding schedule, and on such other terms and conditions as shall be\ncommercially reasonable, as reasonably determined by Owner (including, if\nnecessary, a commercially reasonable completion guaranty provided by Owner);\nprovided, however, that in no event shall Owner be required to provide any other\nform of credit enhancement or any third party guaranty as security for the\nAtHome Loan. The AtHome Loan shall be evidenced by such commercially reasonable\nloan documents as shall be mutually acceptable to Owner and AtHome.\n\n                2.4.    Agreement as to Terms. Should the parties reach\nagreement on the location and design of the Proposed Building and the cost and\nschedule for the construction of the Proposed Building within the applicable\ntime periods described in this Paragraph 2, such agreement shall be evidenced by\na written \n\n\n                                       10\n\n\n\nlease agreement (each, a 'Build to Suit Lease') in substantially the form of the\nLease attached hereto as Exhibit C, but containing (a) the terms and conditions\nto which Owner and AtHome have specifically agreed pursuant to this Paragraph 2\n(the 'Specific Terms'), and (b) the terms and conditions set forth on Exhibit D\nattached to this Agreement (the 'General Terms'). To the extent there is any\ndiscrepancy between the Specific Terms and the General Terms, the Specific Terms\nshall be controlling.\n\n               2.5.    First Option. AtHome shall have until September 30, 1997\n(the 'First Option Notice Date') to deliver to Owner AtHome's first Build to\nSuit Notice (the 'First Option'); provided, however, that AtHome shall not be\nentitled to exercise the First Option unless and until AtHome has either (a)\nboth (i) raised at least Thirty-Five Million Dollars ($35,000,000.00) in\nadditional equity funds (over and above those equity funds raised by AtHome on\nor prior to the date the Broadway Lease is executed by Owner and AtHome), and\n(ii) demonstrated to Owner's reasonable satisfaction that AtHome's assets\ninclude currently available funds equal to least Thirty-Five Million Dollars\n($35,000,000.00), or (b) completed an initial public offering of its common\nstock on a national stock exchange or on an over-the-counter basis. The failure\nof AtHome so to exercise the First Option on or before the First Option Notice\nDate shall terminate AtHome's rights to exercise the First Option and all other\nBuild to Suit Options. If AtHome validly and timely exercises that First Option\nin accordance with this Paragraph 2.5, the Second Option and the Third Option\nshall remain in full force and effect. The Proposed Building(s) under the First\nOption (which may be made up of two separate buildings) (collectively, the\n'First Option Building') shall contain a minimum Rentable Area of not less than\nOne Hundred Fifty Thousand square feet (150,000); provided, however, that if at\nthe time AtHome exercises the First Option, AtHome has previously exercised its\noption to lease the entire building within the Project commonly known as 2945\nBay Road (the 'Bay Road Premises'), the minimum Rentable Area of the First\nOption Building would be One Hundred Fifty Thousand (150,000) square feet minus\nthe Rentable Area of the Bay Road Premises.\n\n               2.6.    Second Option. If AtHome exercises the First Option in\naccordance with Paragraph 2.5, and Owner and AtHome execute a Build to Suit\nLease with respect to the First Option, then AtHome shall have until March 30,\n1998 (the 'Second Option Notice Date') to deliver to Owner AtHome's second Build\nto Suit Notice (the 'Second Option'); provided, however, that AtHome shall not\nbe entitled to exercise the Second Option unless and until AtHome has completed\nan initial public offering of its common stock on a national stock exchange or\non an over-the-counter basis. The failure of AtHome so to exercise the Second\nOption on or before the Second Option Notice Date shall terminate AtHome's\nrights to exercise the Second Option and the Third Option, and shall terminate\nAtHome's right to exercise its option to purchase the Second Option Subparcel\n(as defined below) \n\n\n                                       11\n\npursuant to Paragraph 3. If AtHome validly and timely exercises the Second \nOption in accordance with this Paragraph 2.6, the Third Option shall remain in \nfull force and effect. The Proposed Building under the Second Option (which may \nbe made up of two (2) separate buildings) (collectively, the 'Second Option \nBuilding') shall contain a minimum Rentable Area of not less than One Hundred \nFifty Thousand (150,000) square feet; provided, however, that if at the time \nAtHome exercises the Second Option, AtHome has previously leased the Bay Road \nPremises and the First Option Building, the minimum Rentable Area of the Second \nOption Building would be reduced by the extent to which (a) the sum of the \nRentable Area of the Bay Road Premises, and the Rentable Area of the First \nOption Building, exceeds (b) One Hundred Fifty Thousand (150,000) square feet.\n\n                2.7.  Third Option.  If AtHome exercises the First Option and \nthe Second Option in accordance with Paragraphs 2.5 and 2.6, and Owner and \nAtHome have executed Build to Suit Leases with respect to the First Option and \nthe Second Option, then AtHome shall have until December 31, 1998 (the 'Third \nOption Notice Date') to deliver to Owner the third Build to Suit Notice (the \n'Third Option'). The failure of AtHome so to exercise the Third Option on or \nbefore the Third Option Notice Date shall terminate AtHome's right to exercise \nthe Third Option. The failure of AtHome so to exercise the Third Option on or \nbefore the Third Option Notice Date shall terminate AtHome's rights to exercise \nthe Third Option. The Proposed Building under the Third Option (the 'Third \nOption Building') shall consist of the entire amount of remaining entitled \noffice space situated in the South Expansion Parcel, and the North Expansion \nParcel. The First Option Notice Date, the Second Option Notice Date, and the \nThird Option Notice Date shall be collectively called the 'Option Notice Dates'.\n\n                2.8.  Conditions to Exercise.  The effectiveness of AtHome's \nright to exercise the Build to Suit Options, as set forth in this Paragraph 2, \nis in each instance conditioned on the following: (a) AtHome has not previously \nentered into a Sublet of any Build to Suit Lease or the Broadway Lease (other \nthan a Permitted Transfer); and (b) no monetary or other default by AtHome \nexists under the Broadway Lease which remains uncured after the giving of any \napplicable notice and the expiration of any applicable cure period. In \naddition, if any of the conditions specified under clauses (a) or (b) above do \nnot continue to be satisfied as of the date on which the Build to Suit Lease is \nto commence, then unless Owner waives in writing any of such conditions, \nAtHome's exercise of the Build to Suit Option under this Paragraph 2 shall be \nnull and void, and this Agreement and the Build to Suit Lease shall terminate \neffective as of the date on which the Build to Suit Lease was to commence.\n\n                                       12\n\n        3. Option to Purchase.\n\n                3.1 Option to Purchase Second Option Subparcel. Owner shall use\nreasonable efforts to subdivide the property on which the Second Option Building\nis to be situated so that one of the buildings comprising the Second Option\nBuilding becomes situated on one or more legal parcels (which parcel or parcels,\ntogether with all rights and appurtenances thereto, are collectively called the\n'Second Option Subparcel'), separate and apart from any other areas of the\nProject and the North Expansion Parcel. If Owner so creates the Second Option\nSubparcel in a configuration acceptable to Owner, then upon AtHome's exercise of\nthe Second Option in accordance with the requirements set forth in Paragraph 2.3\nabove, AtHome shall have the option to (in lieu of requiring Owner to develop\nthe Second Option Building to be situated on the Second Option Subparcel)\nacquire, on an all cash basis, in the manner set forth in Paragraph 3.2, fee\ntitle to the Second Option Subparcel, so long as the Second Option Subparcel is,\nin Owner's judgment, of sufficient size and has been granted sufficient\nentitlements to develop a building containing at least Seventy-Five Thousand\n(75,000) square feet of Rentable Area. The purchase price for the Second Option\nSubparcel shall be equal to the product of Sixty-Five and 25\/100ths Dollars\n($65.25) multiplied by the total amount of square feet of Rentable Area approved\nby the City of Redwood City for the Second Option Building to be constructed on\nthe Second Option Subparcel, but in no event shall the purchase price be less\nthan Four Million Eight Hundred Ninety-Three Thousand Seven Hundred Fifty\nDollars ($4,893,750.00). In order to elect to exercise its option to acquire the\nSecond Option Subparcel, AtHome shall deliver to Owner, concurrently with its\ndelivery to Owner of AtHome's notice exercising the Second Option, a written\nnotice setting forth AtHome's exercise of its option to acquire the Second\nOption Subparcel (the 'Second Option Subparcel Notice'). The Second Option\nSubparcel Notice shall not be effective unless it includes the following: (i)\nimmediately available funds in an amount equal to five percent (5%) of the\npurchase price for the Second Option Subparcel (the 'Deposit'), and (ii)\nAtHome's execution of the liquidated damage provision set forth in Exhibit E\nattached to this Agreement. The Deposit shall be held by the Title Company,\ndefined in Exhibit E, in an interest bearing account and shall constitute\nliquidated damages, and shall be paid to Owner in the event AtHome fails to\nconsummate the purchase of the Second Option subparcel in accordance with the\nterms of this Paragraph 3, other than as a direct result of Owner's failure to\nperform its obligations under this Paragraph 3 or Exhibit E. Escrow for the sale\nof the Second Option Subparcel to AtHome shall close thirty (30) days after\nOwner's receipt of the Second Option Subparcel Notice, or such other date as\nOwner and AtHome shall mutually agree. AtHome's acquisition of the Second Option\nSubparcel shall be subject to the provisions of Paragraphs 3.2. If AtHome does\nnot deliver the Second Option Subparcel Notice to Owner as described above, then\nAtHome's option to purchase the Second Option Subparcel shall terminate and\ncease to be of any\n\n                                       13\n\nforce or effect as of the Second Option Notice Date. All closing, title \ninsurance and transfer costs, including without limitation applicable sales and \ntransfer taxes, associated with AtHome's acquisition of the Second Option \nSubparcel shall be paid by Owner and AtHome in accordance with the custom in \nSan Mateo County.\n\n                        3.1.1.  Effect of Exercise. Notwithstanding anything to \nthe contrary set forth in Paragraph 3.1 above, AtHome's exercise of its option \nto acquire the Second Option Subparcel pursuant to Paragraph 3.1 shall have no \naffect upon AtHome's right and obligation to lease the balance of the Second \nOption Building in accordance with the terms and conditions set forth in \nParagraph 2; provided, however, that such terms and conditions shall be \nequitably adjusted as may be reasonably necessary in order to account for the \nfact that AtHome is purchasing rather than leasing the Second Option Subparcel.\n\n                3.2     Conditions. The effectiveness of AtHome's option to \nacquire the Second Option Subparcel, as set forth in this Paragraph 3, is \nconditioned on the following: (a) AtHome has not previously entered into a \nSublet of any Build to Suit Lease or the Broadway Lease that requires Owner's \nconsent; and (b) no monetary or other material default by AtHome exists under \neither any Build to Suit Lease or the Broadway Lease which remains uncured \nafter the giving of any applicable notice and the expiration of any applicable \ncure period. In addition, if any of the conditions specified under clauses (a) \nor (b) above do not continue to be satisfied as of the date on which the escrow \nfor the sale of the Second Option Subparcel to AtHome is scheduled to close, \nthen unless Owner waives in writing any such conditions, AtHome's exercise of \nits right to acquire the Second Option Subparcel under this Paragraph 3 shall \nbe null and void, and this Agreement shall terminate effective as of the date \non which the escrow for the sale of the Second Option Subparcel to AtHome was \nscheduled to close.\n\n                3.3     Process. Should AtHome exercise its option to acquire \nthe Second Option Subparcel within the applicable period of time set forth in \nthis Paragraph 3, AtHome's acquisition of the Second Option Subparcel shall be \ncarried out on (a) the terms and conditions described in this Paragraph 3 (the \n'Agreed Second Option Subparcel Terms'), and (b) the terms and conditions set \nforth on Exhibit E attached to this Agreement (the 'Standard Terms'). To the \nextent there is any discrepancy between the Agreed Terms and the Standard \nTerms, the Agreed Terms shall be controlling.\n\n        4.      Rights Personal. The options granted to AtHome under Paragraphs \n2 and 3 shall all be personal to AtHome, and shall not be assigned, sold, \nconveyed or otherwise transferred to any other party (including without \nlimitation any assignee or sublessee of such AtHome) without the prior written \nconsent of Owner, which consent may be withheld in Owner's sole discretion;\n\n                                       14\n\nprovided, however, that the rights granted to AtHome under Paragraph 3 without \nOwner's consent may be transferred to the transferee of AtHome's interest in \nthe Broadway Lease pursuant to a Permitted Transfer. For the purposes of this \nAgreement, the term 'AtHome' shall be deemed to include any such transferee to \nwhom AtHome has assigned its rights under Paragraph 3. \n\n                  5.  Events Of Default And Remedies Upon Default.\n\n                      5.1. Events of Default. The occurrence of any of the \nfollowing, whatever the reason therefor, shall constitute an 'Event of Default' \nby AtHome under this Agreement:\n\n                      (a) AtHome fails to perform or observe any of its \nobligations under this Agreement; or\n                       \n                      (b) AtHome fails to cure within any applicable grace \nperiod any default by AtHome or any of its Affiliates under any other agreement \nby and between Owner (or Owner's successors and assigns) and AtHome, or their \nrespective Affiliates, including without limitation each Build to Suit Lease, \nthe Broadway Lease, that certain Agreement Granting Right of First Offer of \neven date herewith ('First Offer Agreement'), and that certain Option Agreement \n(Bay Road) of even date herewith ('Bay Road Option'), and any and all leases \nentered into by and between Owner and AtHome, or their respective Affiliates, \npursuant to the First Offer Agreement or the Bay Road Option (collectively, the \n'Other Documents').\n\n                       5.2. Remedies Upon Default. Upon the occurrence of any\nEvent of Default, Owner may, at its option terminate this Agreement by\ndelivering written notice of such termination to AtHome, in which event Owner\nshall, as of the date of delivery of such notice, be free to enter into a lease\nwith a third party or parties for all or any portion of the Property (separately\nor together with any other premises) upon any terms whatsoever. The provisions\nof this Paragraph 5 shall have no effect upon Owner's ability to exercise any\nand all of its rights under the Other Documents.\n\n                  6. Brokers. Owner and AtHome acknowledge and agree that \ncertain real estate brokers (including without limitation Colliers Parrish \nInternational, AMB Corporate Real Estate Advisors and BT Commercial) have been \ninvolved in the Broadway Lease. AtHome warrants and represents that it has had \nno dealings with any other real estate broker or agent in connection with the \nnegotiation of this Agreement, and that it knows of no other real estate broker \nor agent who is or might be entitled to a commission in connection with this \nAgreement. AtHome shall indemnify, defend and hold Owner harmless from and \nagainst any and all claims, causes of action, liability or costs, including \nreasonable attorney's fees, arising as a result of a breach of the foregoing \nwarranty and representation. Nothing contained in\n\n\n                                       15\n\nthis Paragraph 6 shall be deemed to obligate or require Owner to pay any\ncommission whatsoever to any real estate broker __________ (including without\nlimitation Colliers Parrish International, AMB Corporate Real Estate Advisors\nand BT Commercial) with respect to this Agreement; the payment of any such\ncommission (if any) shall be governed by a separate written agreement between\nOwner and the real estate broker or brokers in question.\n\n        7.      Notices. The address of each party for the purpose of all\nnotices permitted or required by this Agreement is as follows:\n\n        To Owner:       Martin\/Campus Associates, L.P.\n                        100 Bush Street\n                        San Francisco, CA 94104\n                        Attn: Cathy Greenwold\n\n        To AtHome:      At Home Corporation\n                        385 Ravendale Drive\n                        Mountain View, CA 94043\n                        Attn: Ken Goldman\n\n        Any notice or demand required or desired to be given under this\nAgreement shall be in writing and shall be personally served or in lieu of\npersonal service may be given by certified mail, facsimile, or overnight courier\nservice. All notices or demands under this Agreement shall be deemed given,\nreceived, made or communicated on the date personal delivery is effected; or, if\nsent by certified mail, on the delivery date or attempted delivery date shown on\nthe return receipt; or, if sent by facsimile, on the date sent by the sender;\nor, if sent by overnight courier service, on the delivery date or attempted\ndelivery date shown on such service's records. Either party may change its\naddress by giving notice of same in accordance with this Paragraph 7.\n\n        8.      Captions. The captions and headings used in this Agreement are\nfor the purpose of convenience only and shall not be construed to limit or\nextend the meaning of any part of this Agreement.\n\n        9.      Executed Copy. Any fully executed copy of this Agreement shall\nbe deemed an original for all purposes.\n\n        10.     Time.   Time is of the essence for the performance of each term,\ncondition and covenant of this Agreement.\n\n        11.     Separability. If one or more of the provisions contained herein,\nis for any reason held invalid, illegal or unenforceable in any respect, such\ninvalidity, illegality, or unenforceability shall not affect any other\nprovision of this Agreement, but this Agreement shall be construed as if such\n\n\n\n                                       16\n\ninvalid, illegal or unenforceable provision had not been contained herein.\n\n     12.  Choice of Law. This Agreement and the rights and obligations of the \nparties hereunder shall be construed and enforced in accordance with the laws \nof the State of California as applied to contracts made and entirely performed \ntherein. The language in all parts of this Agreement shall in all cases be \nconstrued as a whole according to its fair meaning and not strictly for or \nagainst either Owner or AtHome.\n\n     13.  Gender; Singular, Plural. When the context of this Agreement \nrequires, the neuter gender includes the masculine, the feminine, a partnership \nor corporation or joint venture, and the singular includes the plural.\n\n     14.  Binding Effect. The covenants and agreement contained in this \nAgreement shall be binding on, and inure to the benefit of, the parties hereto \nand on their respective successors and assigns to the extent this Agreement is \nassignable.\n\n     15.  Waiver. The waiver by Owner of any breach of any term, condition or \ncovenant, of this Agreement shall not be deemed to be a waiver of such \nprovision or any subsequent breach of the same or any other term, condition or \ncovenant of this Agreement. No covenant, term or condition of this Agreement \nshall be deemed to have been waived by Owner unless such waiver is in writing \nsigned by Owner. This Agreement may be modified only by a written agreement so \nspecifying, duly executed by both parties.\n\n     16.  Entire Agreement. This Agreement is the entire agreement between the \nparties, and there are no agreements or representations between the parties \nexcept as expressed herein. Except as otherwise provided herein, no subsequent \nchange or addition to this Agreement shall be binding unless in writing and \nsigned by the parties hereto.\n\n     17.  Authority. If AtHome is a corporation or a partnership, each \nindividual executing this Agreement on behalf of said corporation or \npartnership, as the case may be, represents and warrants that he is duly \nauthorize to execute and deliver this Agreement on behalf of said entity in \naccordance with its corporate bylaws, statement of partnership or certificate \nof limited partnership, as the case may be, and that this Agreement is binding \nupon said entity in accordance with its terms. Owner, at its option, may \nrequire a copy of such written authorization to enter into this Agreement.\n\n     18.  Attorneys' Fees. If either party brings any action or legal \nproceeding for damages for an alleged breach of any provision of this \nAgreement, or to enforce, protect or establish any term, condition or covenant \nof this Agreement or right of either party, the prevailing party shall be \nentitled to\n\n                                       17\n\nrecover as a part of such action or proceedings, or in a separate action \nbrought for that purpose, reasonable attorneys' fees and costs, including \nwithout limitation any and all costs and expenses arising from (a) collection \nefforts, (b) any appellate proceedings, and (c) any bankruptcy, insolvency or \narbitration proceedings.\n\n      19.   Exhibits. The following exhibits, to which reference is made in \nthis Agreement, are deemed incorporated into this Agreement in their entirety \nand made a part hereof:\n\n            Exhibit A   -     Description of North Expansion Parcel\n\n            Exhibit A-1 -     Description of Sears Site\n\n            Exhibit B   -     Description of South Expansion Parcel\n\n            Exhibit C   -     Form of Build to Suit Lease\n\n            Exhibit D   -     General Terms for Build to Suit Lease\n\n            Exhibit E   -     Standard Terms for Purchase of Property\n\n            Exhibit F   -     Basic Site Plans\n\n      20.   Change in Property Description. Owner has recorded on October __, \n1996, in the Official Records of San Mateo County a parcel map creating and \ndescribing the various parcels comprising the Property (the 'Parcel Map'). The \nparties acknowledge and agree the boundaries of the South Expansion Parcel are \nsubject to change in Owner's reasonable discretion in relation to the \ndevelopment and use of the South Expansion Parcel and certain adjoining \nproperty, that Owner may from time to time adjust the boundaries of the South \nExpansion Parcel by means of one or more lot line adjustments or similar \nmechanisms, and that the adjusted dimensions of the South Expansion Parcel may \nbe as much as one-half (1\/2) acre different from the description shown on the \nParcel Map without affecting the rights and obligations of the parties \nhereunder. No such change in the boundaries of the South Expansion Parcel shall \ndetrimentally affect the rights of AtHome under this Agreement. If as a result \nof such adjustment(s) the final dimensions of the South Expansion Parcel are \nmore than one-half (1\/2) acre different from the description shown on the \nParcel Map, then AtHome may elect to terminate this Agreement by delivering \nwritten notice of such election to Owner within ten (10) days after Owner \nnotifies AtHome of such discrepancy. If AtHome does not exercise such \ntermination right within such 10-day period, then AtHome shall have no further \nright to terminate this Agreement pursuant to this Paragraph 20 and AtHome \nshall have no other rights or remedies with respect to \n\n                                       18\n\nsuch change in the final dimensions of the South Expansion Parcel.\n\n        21.   Effect of Subdivision. Owner may from time to time subdivide all\nor any portion of the Property into separate legal parcels (each, a 'Separate\nParcel'). At any and each time as Owner effectuates any such subdivision of the\nProperty, this Agreement shall automatically terminate, and Owner and AtHome\nshall execute separate agreements for each Separate Parcel (each, a 'Replacement\nAgreement'). Each Replacement Agreement shall encumber only one of the Separate\nParcels, and shall be in the same form as this Agreement. If AtHome fails or\nrefuses to execute any such Replacement Agreement upon Owner's request, then\nOwner shall have the right to obtain specific performance of AtHome's obligation\nto execute such Replacement Agreement. In addition, AtHome hereby irrevocably\nconstitutes and appoints Owner as its true and lawful attorney in fact, in its\nname and in its behalf, to make, execute, acknowledge, deliver, and file any and\nall such Replacement Agreements that AtHome so fails or refuses to execute.\nAtHome expressly understands and acknowledges that the foregoing special power\nof attorney is coupled with an interest, is irrevocable, and shall survive the\ndissolution or insolvency of AtHome, or the transfer by AtHome of the whole or\nany portion of its interest in this Agreement (provided that any such transfer\nshall be subject to the restrictions set forth above in this Agreement).\n\n        22.   No Maintenance Obligations. Owner shall have no obligation\nwhatsoever to repair or maintain the Property or any buildings at any time\nsituated on the Property, or any portion thereof.\n\n        23.   Subordination. This Agreement is or may become subject and\nsubordinate to underlying leases, mortgages, deeds of trust, easements, and\nCC&amp;Rs (as defined below) (collectively, 'Encumbrances') which may now or\nhereafter affect the Property of any portion thereof, and to all renewals,\namendments, modifications, consolidation, replacements and extensions thereof.\nOwner shall have the right to cause this Agreement to be and become and remain\nsubject and subordinate to any and all Encumbrances which are now or may\nhereafter be executed covering the Property or any renewals, modifications,\nconsolidations, replacements or extensions thereof, for the full amount of all\nadvances made or to be made thereunder and without regard to the time or\ncharacter of such advances, together with interest thereon and subject to all\nthe terms and provisions thereof. In the event of termination of any such lease\nor upon the foreclosure of any such mortgage or deed of trust, this Agreement\nshall automatically terminate, and the holder or holders of any such Encumbrance\n(collectively, 'Holder') shall be under no obligation to recognize AtHome's\nrights under this Agreement. Within fifteen (15) days after Owner's written\nrequest, AtHome shall execute any and all documents reasonably required by Owner\nor the Holder to make this Agreement subordinate to any lien of \n\n\n                                       19\n\nthe Encumbrance (including, without limitation, subordination to all CC&amp;Rs). \nIf AtHome fails to do so, such failure shall constitute a default under this \nAgreement, and it shall be deemed that this Agreement is subordinated to such \nEncumbrance. If Owner elects to purchase the Second Option Subparcel pursuant \nto Paragraph 3, it shall accept title to the Second Option Subparcel as \nprovided in Paragraph 3, subject to any and all Encumbrances.\n\n                23.1 CC&amp;Rs. For the purposes of this Agreement, 'CC&amp;Rs' shall \nmean any declaration of conditions, covenants and\/or restrictions, or similar \ninstrument, that now encumbers, or may in the future encumber the Property, as \nadopted by Owner or its successors in interest from time to time, and any \nmodifications or amendments thereto.\n\n                23.2 Foreclosure of an Encumbrance. If any Holder acquires \ntitle to either or both of the North Expansion Parcel or the South Expansion \nParcel by means of judicial foreclosure, a trustee's sale, or a deed in lieu of \nforeclosure under an Encumbrance (collectively, a 'Foreclosure Event'), then \nthis Agreement shall automatically terminate as of the date of such Foreclosure \nEvent, and Owner shall within a reasonable time after the occurrence of the \nForeclosure Event refund to AtHome the total remaining amount of the Option \nDeposit then being held by Owner. So long as Owner has given to AtHome prior \nwritten notice of the impending Foreclosure Event, which notice describes the \ndefault on which the Foreclosure Event is based (the 'Owner's Default'), not \nless than ten (10) days prior to the scheduled occurrence of such Foreclosure \nEvent, then if AtHome fails to cure such Owner's Default prior to the \nForeclosure Event (or, if such Owner's Default is not susceptible of cure by \nAtHome, AtHome fails to pay in full the indebtedness upon which the Foreclosure \nEvent is based), effective upon the payment of the above-described refund of \nthe Option Deposit to AtHome, Owner shall have no further obligations or \nliability under this Agreement. Owner shall, within five (5) days after \nreceipt, give AtHome copies of any and all notices of default received by Owner \nfrom any Holder with respect to any Encumbrance. If AtHome so cures such \nOwner's Default (or, if such Owner's Default is not susceptible of cure by \nAtHome, AtHome pays in full the indebtedness upon which the Foreclosure Event \nis based) prior to the Foreclosure Event, and the Foreclosure Event does not \noccur, the this Agreement shall remain in full force and effect, and any \namounts paid by AtHome to such Holder to cure the Owner's Default (the 'AtHome \nAdvance') shall be credited to AtHome as an offset against the next \ninstallment(s) of rent due under the Build to Suit Lease for the Option \nBuilding situated on that portion of the Property with respect to which Owner's \nDefault occurred, until such time as AtHome has received a full refund of the \nAtHome Advance, provided that the unpaid balance of the AtHome Advance shall \nbear interest on a per annum basis at the same rate of interest that applied to \nthe indebtedness upon which the Foreclosure Event was based. Notwithstanding \nthe foregoing, the unpaid balance of any AtHome Advance made with respect to the\n\n                                       20\n\nindebtedness owed by Owner to Ampex Corporation that is secured by the Property \nshall bear interest at the rate of eight percent (8%) per annum. If this \nAgreement expires or is otherwise terminated prior to the execution of a Build \nto Suit Lease for the First Option Building for any reason other than a default \nby AtHome, then Owner shall pay to AtHome an amount equal to the AtHome Advance \nwithin thirty (30) days after the date the Agreement expires or is otherwise \nterminated. If this Agreement expires or is otherwise terminated prior to the \nexecution of a Build to Suit Lease for the First Option Building due to a \ndefault by AtHome, then AtHome shall not be entitled to receive, and Owner \nshall not be required to pay to AtHome, any refund of the AtHome Advance, or \nany amount in consideration or in lieu thereof, and Owner shall have no further \nobligations or liability under this Agreement; provided, however, that in such \nevent AtHome shall be entitled to utilize the unpaid balance of the AtHome \nAdvance as an offset against any claim made by Owner against AtHome.\n\n        24.  Estoppel Certificates.  AtHome shall within fifteen (15) days\nfollowing written request by Owner execute and deliver to Owner any documents,\nincluding estoppel certificates, in the form prepared by Owner (a) certifying\nthat this Agreement is unmodified and in full force and effect or, if modified,\nstating the nature of such modification and certifying that this Agreement, as\nso modified, is in full force and effect, and (b) acknowledging that there are\nnot, to AtHome's knowledge, any uncured defaults on the part of Owner, or, if\nthere are uncured defaults on the part of the Owner, stating the nature of such\nuncured defaults, (c) evidencing the status of the Agreement as may be required\neither by a lender making a loan to owner to be secured by deed of trust or\nmortgage covering the Property or a purchaser of the Property from Owner, and\n(d) such other matters as may be reasonably requested by Owner. AtHome's failure\nto deliver an estoppel certificate within fifteen (15) days after delivery of\nOwner's written request therefor shall be conclusive upon AtHome (i) that this\nAgreement is in full force and effect, without modification except as may be\nrepresented by Owner, and (ii) that there are now no uncured defaults in Owner's\nperformance.\n\n        If AtHome fails to so deliver a requested estoppel certificate within \nthe prescribed time it shall be conclusively presumed that this Agreement is \nunmodified and in full force and effect except as represented by Owner.\n\n        25.  Transfer of the Property by Owner.  In the event of any conveyance \nof all or any portion of the Property and assignment by Owner of this Agreement \n(including without limitation any transfer of the Property pursuant to a \nForeclosure Event), Owner shall be and is hereby entirely released from all \nliability under any and all of its covenants and obligations contained in or \nderived from this Agreement occurring after the date of such conveyance and \nassignment with respect to the\n\n                                       21\n\nportion of the Property so transferred by Owner, and AtHome agrees to attorn to \nsuch transferee provided such transferee assumes Owner's obligations under this \nAgreement; provided, however, that this Paragraph 25 shall be subject to the \nprovisions of Paragraph 23.2 above.\n\n     26.  Limitation on Owner's Liability. Owner shall never be personally \nliable under this Agreement, and AtHome shall look solely to Owner's interest \nin the Property for recovery of any damages for breach of this Agreement by \nOwner or on any judgment in connection therewith. None of the persons or \nentities comprising or representing Owner (whether partners, shareholders, \nofficers, directors, trustees, employees, beneficiaries, agents or otherwise) \nshall ever be personally liable under this Agreement or for any such damages or \njudgment, and AtHome shall have no right to effect any levy of execution \nagainst any assets of such persons or entities on account of any such liability \nor judgment. Any lien obtained by AtHome to enforce any such judgment, and any \nlevy of execution thereon, shall be subject and subordinate to all Encumbrances \nas specified in Paragraph 23 above. Notwithstanding the foregoing, if under the \nterms of this Agreement Owner is required to return the Option Deposit, or any \nportion thereof, to AtHome, and Owner breaches its obligation to do so in \naccordance with the terms of this Agreement, Owner shall be liable to AtHome \nfor the return of the Option Deposit, or such portion thereof.\n\n     27.  Recordation. This Agreement shall not be recorded without the prior \nconsent of both Owner and AtHome; provided, however, that upon the written \nrequest of AtHome, Owner and AtHome shall execute and acknowledge, in \nrecordable form, a memorandum of this Agreement in form reasonably acceptable \nto both Owner and AtHome, and shall cause such memorandum to be recorded in the \nOfficial Records of the County of San Mateo, State of California. Upon \nexpiration of the term of this Agreement with respect to any portion of the \nProperty, AtHome shall execute, acknowledge and deliver to Owner an appropriate \ninstrument prepared by Owner which Owner may then record in the Official \nRecords of San Mateo County to expunge this Agreement and any memorandum \nthereof from the public record with respect to such portion of the Property. In \naddition, AtHome hereby irrevocably constitutes and appoints Owner as its true \nand lawful attorney in fact, in its name and in its behalf, to make, execute, \nacknowledge, deliver, and file any and all such instruments that AtHome so \nfails or refuses to execute. AtHome expressly understands and acknowledges that \nthe foregoing special power of attorney is coupled with an interest, is \nirrevocable, and shall survive the dissolution or insolvency of AtHome, or the \ntransfer by AtHome of the whole or any portion of its interest in this \nAgreement (provided that any such transfer shall be subject to the restrictions \nset forth in this Agreement).\n\n                                       22\n\n\n        28.     Survival.  This Agreement shall survive the execution of each\nBuild to Suite Lease.\n\n        IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first hereinabove set forth.\n\n                                       'Owner'\n\n\n                                       MARTIN\/CAMPUS ASSOCIATES, L.P.,\n                                       a Delaware limited partnership\n\n                                       By:  Martin\/Redwood Partners\n                                            L.P., a California limited\n                                            partnership, its General\n                                            Partner\n\n                                            By:  The Martin Group of\n                                                 Companies, Inc., a\n                                                 California corporation,\n                                                 its General Partner\n\n                                                 By:  \/s\/\n                                                      --------------------------\n                                                 Its:             \n                                                      --------------------------\n\n\n                                       'AtHome'\n\n                                       AT HOME CORPORATION,\n                                       A Delaware corporation\n\n\n                                       By:  \/s\/ KENNETH A. GOLDMAN\n                                            ------------------------------------\n                                       Its: CFO\n                                            ------------------------------------\n\n\n                                       By:  \n                                            ------------------------------------\n                                       Its: \n                                            ------------------------------------\n\n\n\n\n\n                                       23\n\n  \n\n                FIRST AMENDMENT TO BUILD TO SUIT OPTION AGREEMENT\n\n        THIS FIRST AMENDMENT TO BUILD TO SUIT OPTION AGREEMENT\n('Amendment') is made and entered into as of this _____ day of June, 1998, by\nand between MARTIN\/CAMPUS ASSOCIATES, L.P., a Delaware limited partnership\n('Owner'), and AT HOME CORPORATION, a Delaware corporation ('AtHome').\n\n                                 R E C I T A L S\n\n        This Amendment is made and entered into with reference to and upon the\nbasis of the following facts, intentions and understandings of the parties:\n\n        A. Owner is the owner of (i) that certain real property situated in the\nCity of Redwood City, County of San Mateo, State of California, which is\ndepicted on Exhibit A hereto (the 'North Expansion Parcel') and (ii) that\ncertain unimproved real property situated in the City of Redwood City, County of\nSan Mateo, State of California, which is depicted on Exhibit B hereto (the\n'South Expansion Parcel'). The North Expansion Parcel and the South Expansion\nParcel shall be hereinafter from time to time collectively referred to as the\n'Property'.\n\n        B. Owner and AtHome have entered into that certain Build to Suit Option\nAgreement dated as of October 25, 1996 (the 'Agreement'), whereby Owner has\ngranted to AtHome (i) options to lease all or certain portions of the Property\non a build to suit basis and on certain agreed terms and conditions, and (ii) an\noption to acquire a portion of the Property, as defined in the Agreement as the\nSecond Option Subparcel, on certain agreed terms and conditions.\n\n        C. Owner and AtHome now desire to amend the Agreement to cancel the\noption to acquire the Second Option Subparcel and to grant in lieu thereof an\noption to acquire the South Expansion Parcel and a right to participate in the\nproceeds of the sale of the Second Option Subparcel to a third party, upon the\nterms and conditions set forth herein.\n\n        D. All capitalized terms not specifically defined in this Amendment\nshall have the same meanings ascribed to them in the Agreement.\n\n        NOW, THEREFORE, in consideration of the payment by AtHome to Owner of\nthe sum of One Hundred Dollars ($100) and for other good and valuable\nconsideration, the receipt and adequacy of which are hereby acknowledged by\nOwner, Owner and AtHome hereby agree as follows:\n\n        1. Second Option. Owner acknowledges that AtHome has timely exercised\nthe Second Option pursuant to the terms of Paragraph 2.6 of the Agreement.\n\n        2. Third Option. The second sentence of Paragraph 2.7 of the Agreement\nis hereby deleted and the following sentence is inserted in place thereof:\n\n\n                                        1\n\n\n               'The failure of AtHome so to exercise the Third Option on or\n               before the Third Option Notice Date shall terminate AtHome's\n               right to exercise the Third Option and shall terminate AtHome's\n               right to exercise its option to purchase the South Expansion\n               Parcel pursuant to Paragraph 3 unless Tenant delivers the South\n               Expansion Parcel Option Notice on or before the Third Option\n               Notice Date (in which case AtHome's rights and obligations shall\n               be governed by Paragraph 3 below).'\n\n        3. Option to Purchase. Paragraph 3 of the Agreement is deleted in its\nentirety and the following Paragraph 3 is inserted in place thereof:\n\n               '3. Option to Purchase.\n\n                      '3.1. Option to Purchase South Expansion Parcel. AtHome\n               shall have the option (in lieu of requiring Owner to develop the\n               Third Option Building to be situated on the South Expansion\n               Parcel) to acquire, on an all cash basis, in the manner set forth\n               in Paragraph 3.2, fee title to the South Expansion Parcel. The\n               purchase price for the South Expansion Parcel shall be Two\n               Million Eighteen Thousand Four Hundred Seventy Seven and 00\/100\n               Dollars ($2,018,477.00) (the 'Base Purchase Price'), subject to\n               adjustment as provided herein. The Base Purchase Price has been\n               agreed upon by Owner and AtHome based upon the entitlements for\n               the South Expansion Parcel obtained as of March 31, 1998 for the\n               construction of a building containing 48,569 Rentable Area. Owner\n               and AtHome have agreed to adjust the Base Purchase Price in the\n               event Owner obtains sufficient entitlements for the construction\n               of a building containing up to 110,000 square feet of Rentable\n               Area on the South Expansion Parcel. Prior to the Third Option\n               Notice Date, Owner shall use reasonable good faith efforts to\n               obtain such entitlements. In the event that Owner is successful\n               in obtaining entitlements for increased Rentable Area, the Base\n               Purchase Price shall be increased by an amount equal to the\n               product of Sixty and 00\/100 Dollars ($60.00) multiplied by the\n               total amount of square feet of Rentable Area approved by the City\n               of Redwood City in excess of 48, 569 square feet for the Third\n               Option Building to be constructed on the South Expansion Parcel.\n               The Base Purchase Price as adjusted is hereinafter referred to as\n               the 'Adjusted Purchase Price.' In order to elect to exercise its\n               option to acquire the South Expansion Parcel, AtHome shall\n               deliver to Owner, in lieu of its delivery to Owner of AtHome's\n               notice exercising the Third Option, a written notice setting\n               forth AtHome's exercise of its option to acquire the South\n               Expansion Parcel (the 'South Expansion Parcel Option Notice').\n               The South Expansion Parcel Option Notice shall not be effective\n               unless it includes the following: (i) immediately available funds\n               in an amount equal to five percent (5%) of the Base Purchase\n               Price or the Adjusted Purchase Price, as the case may be, for the\n               South Expansion Parcel (the 'Deposit'), and (ii) AtHome's\n               execution of the liquidated damage provision set forth in Exhibit\n               E attached to this Agreement. The Deposit shall be held by the\n               Title Company, defined in Exhibit E, in an interest bearing\n               account and shall constitute liquidated damages, and shall \n\n\n                                       2\n\n\n               be paid to Owner in the event AtHome fails to consummate the\n               purchase of the South Expansion Parcel in accordance with the\n               terms of this Paragraph 3, other than as a direct result of\n               Owner's failure to perform its obligations under this Paragraph 3\n               or Exhibit E. Escrow for the sale of the South Expansion Parcel\n               to AtHome shall close thirty (30) days after Owner's receipt of\n               the South Expansion Parcel Option Notice, or such other date as\n               Owner and AtHome shall mutually agree. AtHome's acquisition of\n               the South Expansion Parcel shall be subject to the provisions of\n               Paragraph 3.2. If AtHome does not deliver the South Expansion\n               Parcel Option Notice to Owner as described above, then AtHome's\n               option to purchase the South Expansion Parcel shall terminate and\n               cease to be of any force or effect as of the Third Option Notice\n               Date. All closing, title insurance and transfer costs, including\n               without limitation applicable sales and transfer taxes,\n               associated with AtHome's acquisition of the South Expansion\n               Parcel shall be paid by Owner and AtHome in accordance with the\n               custom in San Mateo County.\n\n                      '3.2. Conditions. The effectiveness of AtHome's option to\n               acquire the South Expansion Parcel, as set forth in this\n               Paragraph 3, is conditioned on the following: (a) AtHome has not\n               previously entered into a Sublet of any Build to Suit Lease or\n               the Broadway Lease that requires Owner's consent; and (b) no\n               monetary or other material default by AtHome exists under either\n               any Build to Suit Lease or the Broadway Lease which remains\n               uncured after the giving of any applicable notice and the\n               expiration of any applicable cure period. In addition, if any of\n               the conditions specified under clauses (a) or (b) above do not\n               continue to be satisfied as of the date on which the escrow for\n               the sale of the South Expansion Parcel to AtHome is scheduled to\n               close, then unless Owner waives in writing any such conditions,\n               AtHome's exercise of its right to acquire the South Expansion\n               Parcel under this Paragraph 3 shall be null and void, and this\n               Agreement shall terminate effective as of the date on which the\n               escrow for the sale of the South Expansion Parcel to AtHome was\n               scheduled to close.\n\n                      '3.3. Process. Should AtHome exercise its option to\n               acquire the South Expansion Parcel within the applicable period\n               of time set forth in this Paragraph 3, AtHome's acquisition of\n               the South Expansion Parcel shall be carried out on (a) the terms\n               and conditions described in this Paragraph 3 (the 'Agreed\n               Terms'), and (b) the terms and conditions set forth on Exhibit E\n               attached to this Agreement (the 'Standard Terms'). To the extent\n               there is any discrepancy between the Agreed Terms and the\n               Standard Terms, the Agreed Terms shall be controlling.'\n\n        4. Exhibits. Exhibit E to the Agreement is hereby deleted and Exhibit E\nattached hereto is inserted in place thereof. The attached Exhibit E deletes all\nreferences to the defined term 'Second Option Subparcel' and inserts in place\nthereof the defined term 'South Expansion Parcel' and deletes all references to\nthe 'Purchase Price' and inserts in place thereof a reference to either the Base\nPurchase Price or the Adjusted Purchase Price, as the case may be. All\nreferences to Exhibit E in the Agreement shall be deemed to reference Exhibit E\nattached hereto.\n\n\n                                       3\n\n\n        5. Sale of Second Option Subparcel. The following is inserted as a new\nParagraph 29 of the Agreement:\n\n               '29. Sale of Second Option Subparcel. Owner shall use reasonable\n               efforts to subdivide the property on which the Second Option\n               Building is situated so that one of the buildings comprising the\n               Second Option Building becomes situated on one or more legal\n               parcels (which parcel or parcels, together with all rights and\n               appurtenances thereto, are collectively called the 'Second Option\n               Subparcel'), separate and apart from any other areas of the\n               Project and the North Expansion Parcel. In the event Owner\n               succeeds in creating the Second Option Subparcel and and\n               subsequently sells the Second Option Subparcel to a third party\n               (other than an Affiliate (as defined below) of Owner, At Home\n               shall have the right to participate in the Net Sale Proceeds (as\n               defined below) provided that close of escrow for such sale occurs\n               on or before March 31, 2003, subject to the terms and conditions\n               of this Paragraph 29, in consideration for At Home's agreement to\n               cancel its option to acquire the Second Option Subparcel. At\n               Home's participation shall be equal to seventeen and one\/half\n               percent (17.5%) of the amount that (i) Net Sales Proceeds exceed\n               (ii) the product of Two Hundred Sixty and 00\/100 Dollars\n               ($260.00) multiplied by the total amount of square foot of the\n               Second Option Building located on the Second Option Subparcel at\n               the time of the sale. In the event that Owner sells in a single\n               transaction the Second Option Subparcel together with all or any\n               part of any other areas of or improvements within the Project,\n               Owner shall use reasonable good faith efforts to allocate the Net\n               Sales Proceeds attributable to the Second Option Subparcel. As\n               used herein, Net Sales Proceeds shall mean the Gross Sum paid to\n               Owner in connection with the sale, less the sum of the following,\n               if and to the extent applicable: all closing costs, escrow fees,\n               title insurance costs, recording costs, survey costs, brokerage\n               or selling commissions or fees, finder's fees, attorneys' fees,\n               closing prorations and other costs or expenses reasonably and\n               necessarily incurred, in connection with such sale. As used\n               herein, the term 'Gross Sum' shall mean the total financial\n               consideration paid to Owner in connection with the sale reduced\n               by any reserves or purchase price hold-backs required to be\n               established by Owner (but only if, and to the extent, such\n               reserves or hold-backs actually are retained by the purchaser,\n               unless disbursed to Owner for reimbursement of Owner's cost to\n               repair or remediate pursuant to the purchase and sale agreement).\n               As used herein, the term 'Affiliate' shall mean any person or\n               entity directly or indirectly controlled by, controlling or under\n               common control of Owner or The Martin Group of Companies, Inc., a\n               California corporation ('TMG'); any partnership, corporation or\n               other entity resulting from the merger or consolidation of Owner;\n               any partnership, corporation or other entity in which Owner or a\n               constituent partner of Owner or TMG owns an interest; any person\n               or entity which acquires all or substantially all of the\n               constituent interests in Owner or TMG, any person or entity who\n               is a partner or has an ownership interest directly or indirectly\n               in any of the foregoing.'\n\n\n                                       4\n\n\n        6. Credit Against Option Price. The following is inserted as a new\nParagraph 30 of the Agreement:\n\n               '30. Credit Against Option Price. To accommodate Owner's\n               construction financing, AtHome has entered into various\n               agreements with or for the benefit of Guaranty Federal Bank,\n               F.S.B. ('Lender'), including a side letter dated April 6, 1998\n               (the 'Side Letter'). Under the Side Letter, AtHome may be\n               required to cure a default by Owner under Owner's loan agreement\n               (which, together with the note, deed of trust and other ancillary\n               instruments evidencing and\/or securing such loan are called the\n               'Construction Loan Documents') with Lender in order to secure the\n               release of the South Expansion Parcel from Lender's deed of\n               trust. To induce AtHome to enter into the agreements with and for\n               the benefit of Lender, Owner hereby covenants and agrees that all\n               sums paid by AtHome to Lender, as permitted by the Side Letter or\n               otherwise, for the purpose of curing any actual or alleged\n               default of Owner under the Construction Loan Documents and\/or\n               securing a partial release to remove the deed of trust from the\n               South Expansion Parcel (together with interest thereon at the\n               lesser of the maximum lawful rate or a per annum rate of seven\n               percent (7%) above the Federal Reserve discount rate) shall be\n               due and payable by Owner upon demand. If Owner fails to make any\n               such payment, AtHome shall be entitled to offset the full amount\n               of such principal and interest against the Base Purchase Price\n               (or the Adjusted Purchase Price, if applicable) for the South\n               Expansion Parcel under Paragraph 3.1 above.'\n\n        7. Ratification. Except as expressly amended hereby, the Agreement is\nhereby ratified and confirmed and shall remain in ful force and effect in all\nother respects.\n\n        8. Choice of Law. This Amendment and the rights and obligations of the\nparties hereunder shall be construed and enforced in accordance with the laws of\nthe State of California as applied to contracts made and entirely performed\ntherein.\n\n               IN WITNESS WHEREOF, the parties have executed this Agreement as\nof the date first hereinabove set forth.\n\n                     [SIGNATURES TO FOLLOW ON THE NEXT PAGE]\n\n\n                                       5\n\n\n                      'Owner'\n\n                      MARTIN\/CAMPUS ASSOCIATES, L.P.,\n                      a Delaware limited partnership\n\n                      By:    Martin\/Redwood Partners, L.P.,\n                             a California limited partnership\n                             Its General Partner\n\n                             By:     TMG Redwood LLC,\n                                     a California limited liability company\n                                     Its General Partner\n\n                                     By:    The Martin Group of Companies, Inc.,\n                                            a California corporation\n                                            Its Managing Member\n\n                                            By: \/s\/\n                                                --------------------------------\n                                            Its: Vice President\n                                                --------------------------------\n\n\n                                            By: \n                                                --------------------------------\n                                            Its:\n                                                --------------------------------\n\n\n                      'AtHome'\n\n                      AT HOME CORPORATION,\n                      a Delaware corporation\n\n                      By: \/s\/ KENNETH A. GOLDMAN\n                          --------------------------------\n                      Its: CFO\n                          --------------------------------\n\n\n                      By: \n                          --------------------------------\n                      Its:\n                          --------------------------------\n\n\n\n                                       6\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9583,9579],"class_list":["post-41940","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41940","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41940"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41940"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41940"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41940"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}