exv10w10






Exhibit 10.10




LEASE

(Single Tenant; Stand-Alone; Net)




BETWEEN




THE IRVINE COMPANY




AND




GLOBAL DOSIMETRY SOLUTIONS, INC.




 









 





INDEX TO LEASE




	 	 	 	 	 	 	 
	ARTICLE I. BASIC LEASE PROVISIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II. PREMISES	 	 	3	 
	SECTION 2.1.
	 	LEASED PREMISES	 	 	3	 
	SECTION 2.2.
	 	ACCEPTANCE OF PREMISES	 	 	3	 
	SECTION 2.3.
	 	BUILDING NAME AND ADDRESS	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III. TERM	 	 	3	 
	SECTION 3.1.
	 	GENERAL	 	 	3	 
	SECTION 3.2.
	 	DELAY IN POSSESSION	 	 	3	 
	SECTION 3.3.
	 	RIGHT TO EXTEND THIS LEASE	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE IV. RENT AND OPERATING EXPENSES	 	 	5	 
	SECTION 4.1.
	 	BASIC RENT	 	 	5	 
	SECTION 4.2.
	 	OPERATING EXPENSES	 	 	5	 
	SECTION 4.3.
	 	SECURITY DEPOSIT	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE V. USES	 	 	6	 
	SECTION 5.1.
	 	USE	 	 	6	 
	SECTION 5.2.
	 	SIGNS	 	 	7	 
	SECTION 5.3.
	 	HAZARDOUS MATERIALS	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE VI. COMMON AREAS; SERVICES	 	 	9	 
	SECTION 6.1.
	 	UTILITIES AND SERVICES	 	 	9	 
	SECTION 6.2.
	 	OPERATION AND MAINTENANCE OF COMMON AREAS	 	 	9	 
	SECTION 6.3.
	 	USE OF COMMON AREAS	 	 	9	 
	SECTION 6.4.
	 	PARKING	 	 	9	 
	SECTION 6.5.
	 	CHANGES AND ADDITIONS BY LANDLORD	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VII. MAINTAINING THE PREMISES	 	 	10	 
	SECTION 7.1.
	 	TENANTS  MAINTENANCE AND REPAIR	 	 	10	 
	SECTION 7.2.
	 	LANDLORD’S  MAINTENANCE AND REPAIR	 	 	10	 
	SECTION 7.3.
	 	ALTERATIONS	 	 	11	 
	SECTION 7.4.
	 	MECHANIC’S LIENS	 	 	11	 
	SECTION 7.5.
	 	ENTRY AND INSPECTION	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT’S: PROPERTY	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE IX. ASSIGNMENT AND SUBLETTING	 	 	12	 
	SECTION 9.1.
	 	RIGHTS OF PARTIES	 	 	12	 
	SECTION 9.2.
	 	EFFECT OF TRANSFER	 	 	13	 
	SECTION 9.3.
	 	SUBLEASE REQUIREMENTS	 	 	13	 
	SECTION 9.4.
	 	CERTAIN TRANSFERS	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE X. INSURANCE AND INDEMNITY	 	 	14	 
	SECTION 10.1.
	 	TENANT’S INSURANCE	 	 	14	 
	SECTION 10.2.
	 	LANDLORD’S INSURANCE	 	 	14	 
	SECTION 10.3.
	 	JOINT INDEMNITY	 	 	14	 
	SECTION 10.4.
	 	LANDLORD’S NONLIABILITY	 	 	15	 
	SECTION 10.5.
	 	WAIVER OF SUBROGATION	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE XI. DAMAGE OR DESTRUCTION	 	 	15	 
	SECTION 11.1.
	 	RFSTORATION	 	 	15	 
	SECTION 11.2.
	 	LEASE GOVERNS	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE XII. EMINENT DOMAIN	 	 	16	 
	SECTION 12.1.
	 	TOTAL OR PARTIAL TAKING	 	 	16	 
	SECTION 12.2.
	 	TEMPORARY TAKING	 	 	16	 
	SECTION 12.3.
	 	TAKING OF PAIUUNG AREA	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS	 	 	17	 
	SECTION 13.1.
	 	SUBORDINATION	 	 	17	 
	SECTION 13.2.
	 	ESTOPPEL CERTIFICATE	 	 	17	 
	SECTION 13.3.
	 	FINANCIALS	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES	 	 	17	 
	SECTION 14.1.
	 	TENANT’S DEFAULTS	 	 	17	 
	SECTION 14.2.
	 	LANDLORD’S REMEDIES	 	 	18	 
	SECTION 14.3.
	 	LATE PAYMENTS	 	 	19	 
	SECTION 14.4.
	 	RIGHT OF LANDLORD TO PERFORM	 	 	20	 
	SECTION 14.5.
	 	DEFAULT BY LANDLORD	 	 	20	 






i









 






	 	 	 	 	 	 	 
	SECTION 14.5.
	 	EXPENSES AND LEGAL FEES	 	 	20	 
	SECTION 14.7.
	 	WAIVER OF JURY TRIAL	 	 	20	 
	SECTION 14.8.
	 	SATISFACTION OF JUDGMENT	 	 	20	 
	SECTION 14.9.
	 	LIMITATION OF ACTIONS AGAINST LANDLORD	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE XV. END OF TERM	 	 	20	 
	SECTION 15.1.
	 	HOLDING OVER	 	 	20	 
	SECTION 15.2.
	 	MERGER ON TERMINATION	 	 	21	 
	SECTION 15.3.
	 	SURRENDER OF PREMISES; REMOVAL OF PROPERTY	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE XVI. PAYMENTS AND NOTICES	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE XVII. RULES AND REGULATIONS	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE XVIII. BROKER’S COMMISSION	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE XIX. TRANSFER OF LANDLORD’S INTEREST	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE XX. INTERPRETATION	 	 	22	 
	SECTION 20.1.
	 	GENDER AND NUMBER	 	 	22	 
	SECTION 20.2.
	 	HEADINGS	 	 	22	 
	SECTION 20.3.
	 	JOINT AND SEVERAL LIABILITY	 	 	22	 
	SECTION 20.4.
	 	SUCCESSORS	 	 	22	 
	SECTION 20.5.
	 	TIME OF ESSENCE	 	 	22	 
	SECTION 20.6.
	 	CONTROLLING LAW/VENUE	 	 	22	 
	SECTION 20.7.
	 	SEVERABILITY	 	 	22	 
	SECTION 20.8.
	 	WAIVER AND CUMULATIVE REMEDIES	 	 	22	 
	SECTION 20.9.
	 	INABILITY TO PERFORM	 	 	22	 
	SECTION 20.10.
	 	ENTIRE AGREEMENT	 	 	22	 
	SECTION 20.11.
	 	QUIET ENJOYMENT	 	 	23	 
	SECTION 20.12.
	 	SURVIVAL	 	 	23	 
	SECTION 20.13.
	 	INTERPRETATION	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE XXI. EXECUTION AND RECORDING	 	 	23	 
	SECTION 21.1.
	 	COUNTERPARTS	 	 	23	 
	SECTION 21.2.
	 	CORPORATE, LIMITED LIABILITY
COMPANY AND PARTNERSHIP AUTHORITY	 	 	23	 
	SECTION 21.3.
	 	EXECUTION OF LEASE; NO OPTION OR OFFER	 	 	23	 
	SECTION 21.4.
	 	RECORDING	 	 	23	 
	SECTION 21.5.
	 	AMENDMENTS	 	 	23	 
	SECTION 21.6.
	 	EXECUTED COPY	 	 	23	 
	SECTION 21.7.
	 	ATTACHMENTS	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE XXII. MISCELLANEOUS	 	 	23	 
	SECTION 22.1.
	 	NONDISCLOSURE OF LEASE TERMS	 	 	23	 
	SECTION 22.2.
	 	GUARANTY [Intentionally Deleted]	 	 	24	 
	SECTION 22.3.
	 	CHANGES REQUESTED BY LENDER	 	 	24	 
	SECTION 22.4.
	 	MORTGAGEE PROTECTION	 	 	24	 
	SECTION 22.5.
	 	COVENANTS AND CONDITIONS	 	 	24	 
	SECTION 22.6.
	 	SECURITY MEASURES	 	 	24	 






EXHIBITS




	 	 	 
	Exhibit A

	 	Description of Premises
	Exhibit B

	 	Environmental Questionnaire
	Exhibit C

	 	Landlord’s Disclosures
	Exhibit D

	 	Insurance Requirements
	Exhibit E

	 	Rules and Regulations
	Exhibit X

	 	Work Letter
	Exhibit Y

	 	Site Plan







ii











 





LEASE

(Single Tenant; Net)




     THIS LEASE is made as of the 29th day of January, 2004, by and between THE
IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and GLOBAL DOSIMETRY
SOLUTIONS, INC., a California corporation, hereinafter called “Tenant.”



ARTICLE I. BASIC LEASE PROVISIONS




     Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to the
following collective terms, the application of which shall be governed by the provisions in the
remaining Articles of this Lease.




	1.	 	Premises: The Premises are more particularly described in Section 2.1.
	 
	2.	 	Address of Building: 2652 McGaw, Irvine, CA
	 
	3.	 	Use of Premises: General office, storage, assembly and production and distribution of
Dosimetry products and related products.
	 
	4.	 	Estimated Commencement Date: Fifteen (15) weeks from and after the date of this Lease.
	 
	5.	 	Term: One hundred twenty (120) months from and after the Commencement Date, plus such
additional days as may be required to cause this Lease to terminate on the final day of the
calendar month.
	 
	6.	 	Basic Rent: Thirty Four Thousand Seven Hundred Eighty-One
Dollars ($34,781.00) per month,
based on $.80 per rentable square foot.
	 
	 	 	Basic Rent is subject to adjustment as follows:
	 
	 	 	Commencing twelve (12) months following the Commencement Date, the Basic Rent shall be
Thirty Five Thousand Six Hundred Fifty Dollars ($35,650.00) per month, based on $.82 per
rentable square foot.
	 
	 	 	Commencing twenty-four (24) months following the Commencement Date, the Basic Rent shall
be Thirty Six Thousand Nine Hundred Fifty-Five Dollars ($36,955.00) per month, based on
$.85 per rentable square foot.
	 
	 	 	Commencing thirty-six (36) months following the Commencement Date, the Basic Rent shall be
Thirty Seven Thousand Eight Hundred Twenty-Four Dollars ($37,824.00) per month, based on
$.87 per rentable square foot.
	 
	 	 	Commencing forty-eight (48) months following the Commencement Date, the Basic Rent shall
be Thirty Nine Thousand One Hundred Twenty-Eight Dollars ($39,128.00) per month, based on
$.90 per rentable square foot.
	 
	 	 	Commencing sixty (60) months following the Commencement Date, the Basic Rent shall be
Forty Thousand Four Hundred Thirty-Three Dollars ($40,433.00) per month, based on $.93 per
rentable square foot.
	 
	 	 	Commencing seventy-two (72) months following the Commencement Date, the Basic Rent shall
be Forty One Thousand Three Hundred Two Dollars ($41,302.00) per month, based on $.95 per
rentable square foot.
	 
	 	 	Commencing eighty-four (84) months following the Commencement Date, the Basic Rent shall
be Forty Two Thousand Six Hundred Six Dollars ($42,606.00) per month, based on $.98 per
rentable square foot.
	 
	 	 	Commencing ninety-six (96) months following the Commencement Date, the Basic Rent shall
be Forty Three Thousand Nine Hundred Eleven Dollars ($43,911.00) per month, based on
$1.01 per rentable square foot.
	 
	 	 	Commencing one hundred eight (108) months following the Commencement Date, the Basic Rent
shall be Forty Five Thousand Two Hundred Fifteen Dollars ($45,215.00) per month, based on
$1.04 per rentable square foot.
	 
	7.	 	Guarantor(s): None
	 
	8.	 	Floor Area: Approximately 43,476 rentable square feet
	 
	9.	 	Security Deposit: $49,737.00
	 
	10.	 	Broker(s): Voit Commercial




1









 












	11.	 	Additional Insureds: None
	 
	12.	 	Address for Payments and Notices:





	 	 	 	 	 
	 	 	LANDLORD	 	TENANT
	 
	 	 	 	 
	 

	 	THE IRVINE COMPANY
	 	GLOBAL DOSIMETRY SOLUTIONS, INC.
	 

	 	dba Office Properties
	 	2652 McGaw
	 

	 	8105 Imine Center Drive, Suite 300
	 	Irvine, CA 92614
	 

	 	Irvine, CA 92618	 	 
	 

	 	Attn: Vice President, Operations,	 	 
	 

	 	Technology Portfolio	 	 
	 
	 	 	 	 
	 

	 	with a copy of notices to:
	 	with a copy of notices to:
	 
	 	 	 	 
	 

	 	THE IRVINE COMPANY
	 	AMERICAN CAPITAL
	 

	 	dba Office Properties
	 	461 Fifth Avenue
	 

	 	8105 Imine Center Drive, Suite 300
	 	26” Floor
	 

	 	Irvine, CA 92618
	 	New York, NY 1017
	 

	 	Attn: Senior Vice President, Operations Office

Properties
	 	Attn: Todd Wilson
	 
	 	 	 	 
	 

	 	 	 	and to:
	 
	 	 	 	 
	 

	 	 	 	Foley & Lardner
	 

	 	 	 	2029 Century Park East
	 

	 	 	 	35” Floor
	 

	 	 	 	Los Angeles, CA 90067
	 

	 	 	 	Attn: Richard W. Lasater II







	13.	 	Tenant’s Liability Insurance Requirement: $2,000,000.00




2









 











ARTICLE II. PREMISES




     SECTION 2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the
premises shown in Exhibit A (the
“Premises”), containing approximately the rentable square
footage set forth as the “Floor Area” in Item 8 of the Basic Lease Provisions. The Premises
consist of all of the rentable square footage within the building identified in Item 1 of the
Basic Lease Provisions (the Premises together with such building and the underlying real
property, are called the “Building”). The Building is located on the site shown on Exhibit Y
(the “Site”). All references to “Floor Area” in this Lease shall mean the rentable square
footage set forth in Item 8 of the Basic Lease Provisions. The rentable square footage set forth
in Item 8 may include or have been adjusted by various factors, including, without limitation, a
load factor for any vertical penetrations, stairwells or similar features or areas of the
Building. Tenant agrees that the Floor Area set forth in Item 8 shall be binding on Landlord and
Tenant for purposes of this Lease regardless of whether any future or differing measurements of
the Premises or the Building are consistent or inconsistent with the Floor Area set forth in Item
8.



     SECTION 2.2. ACCEPTANCE OF PREMISES. Tenant acknowledges that neither Landlord nor any
representative of Landlord has made any representation or warranty with respect to the Premises,
the Building or the Site or their respective suitability or fitness for any purpose, including
without limitation any representations or warranties regarding the compliance of Tenant’s use of
the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall
be solely responsible as to such matters. Further, that neither Landlord nor any representative of
Landlord has made any representations or warranties regarding (i) what other tenants or uses may
be permitted or intended in the Building or the Site, (ii) any exclusivity of use by Tenant with
respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions,
or (iii) any construction of portions of the Site not yet completed. Tenant further acknowledges
that neither Landlord nor any representative of Landlord has agreed to undertake any alterations
or additions or construct any improvements to the Premises except as expressly provided in this
Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the
Premises and those portions of the Building and Site in which Tenant has any rights under this
Lease! which acceptance shall mean that it is conclusively established that the Premises and those
portions of the Building and Site in which Tenant has any rights under this Lease were in
satisfactory condition and in conformity with-the provisions of this Lease, subject only to those
defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to
the Work Letter attached hereto as Exhibit X
(“WorkLetter”), which defective or incomplete portions
of the Tenant Improvements do not materially impair the use of the Premises for Tenant’s normal
business operations therein, and which Tenant shall have itemized on a written punch list and
delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section
3.1) (the “Punch List Items”). Nothing contained in this Section shall affect the commencement of
the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all Punch
List Items of which it is notified as provided above.



     SECTION 2.3. BUILDING NAME AND ADDRESS. Tenant shall not utilize any name selected by
Landlord from time to time for the Building and/or the Site as any part of Tenant’s corporate or
trade name. Landlord shall have the right to change the name, address, number or designation of
the Building or Site without liability to Tenant.



ARTICLE III. TERM




     SECTION 3.1. GENERAL. The term of this Lease (“Term”) shall be for the period shown in Item 5
of the Basic Lease Provisions. Subject to the provisions of Section 3.2 below, the Term shall
commence (“Commencement Date”) on the earlier of (a) the date Tenant acquires possession of or
commences use of the Premises for any purpose other than any construction permitted to be
performed by Tenant pursuant to the Work Letter, or (b) the date the Premises are tendered to
Tenant, provided that the Premises shall not be tendered to Tenant unless and until (i) any
approvals by relevant governmental authorities of the tenant improvements constructed by Landlord
pursuant to the Work Letter (“TenantImprovements”) which are required for occupancy of the Premises
have been obtained (as evidenced by written approval thereof in accordance with the building
permits issued for the Tenant Improvements or issuance of a temporary or final certificate of
occupancy for the Premises), and (ii) the Tenant Improvements are substantially completed except
for Punch List Items. The date on which this Lease is scheduled to terminate is referred to as the
“Expiration Date.” Prior to Tenant’s taking of possession of the Premises, the parties shall
memorialize on a form provided by Landlord the actual Commencement Date and the Expiration Date of
this Lease. Tenant’s failure to execute that form shall not affect the validity of Landlord’s
determination of those dates or Tenant’s obligation to pay rent hereunder, Landlord may at its
election, provide Tenant with access to the Premises not less than ten (10) days prior to the
Commencement Date of this Lease to enable Tenant to install fixtures, furniture, computers,
telephone and cabling equipment in the Premises. Such access shall be subject to all of the terms
and conditions of this Lease, except that Tenant’s rental obligation shall not commence to accrue
until the Commencement Date hereof.



     SECTION 3.2. DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant on or before the Estimated Commencement Date as set forth in
Item 4 of the Basic Lease Provisions (“Estimated Commencement Date”), this Lease shall not be void
or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage. However,
Tenant shall not be liable for any rent and the Commencement Date shall not occur until Landlord
tenders possession of the Premises in accordance with Section 3.1 (b) above, except that if
Landlord cannot so tender possession of the Premises on or before the Estimated Commencement Date
due to any action or inaction of Tenant (including without limitation any Tenant Delay described
in the Work Letter, if any, attached to this Lease), then the Commencement Date shall be deemed to
have occurred and Landlord shall be entitled to full performance by
Tenant (including the payment
of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for
Tenants action or inaction, including without limitation any Tenant Delay described in the
attached Work Letter, if any.




3












 






     Notwithstanding anything to the contrary contained in this Section 3.2, if for any reason
other than “Tenant Delays” (as defined in the Work Letter attached hereto), or other matters
beyond Landlord’s reasonable control, the actual Commencement Date has not occurred by the date
that is sixty (60) days following the Estimated Commencement Date, then Tenant may, by written
notice to Landlord given at any time thereafter but prior to the actual occurrence of the
Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time
during the construction period, Landlord reasonably believes that the Commencement Date will not
occur on or before sixty (60) days following the Estimated Commencement Date, Landlord may notify
Tenant in writing of such fact and of a new outside date on or before which the Commencement Date
will occur, and Tenant must elect within ten (10) days of receipt of such notice to either
terminate this Lease or waive its right to terminate this Lease provided the Commencement Date
occurs on or prior to the new outside date established by Landlord in such notice to Tenant.
Tenant’s failure to elect to terminate this Lease within such ten (10) day period shall be deemed
Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the
previous outside date, but not as to the new outside date established by said notice.



     SECTION 33. RIGHT TO EXTEND THIS LEASE. Provided that no Event of Default has occurred under
any provision of this Lease, either at the time of exercise of the extension right granted herein
or at the time of the commencement of such extension, and provided further that Tenant is
occupying the entire Premises and has not assigned or sublet any of its interest in this Lease
(except in connection with a “Permitted Transfer” as defined in Section 9.4 of this Lease), then
Tenant may extend the Term of this Lease for one (1) period of sixty (60)months on the same terms
and conditions of this Lease, except for the terms for payment of Basic Rent. Tenant shall
exercise its right to extend the Term by and only by delivering to Landlord, not less than nine
(9) months or more than twelve (12) months prior to the expiration date of the Term, Tenant’s
irrevocable written notice of its commitment to extend (the “Commitment Notice”). The Basic Rent
payable under the Lease during any extension of the Term shall be determined as provided in the
following provisions.



     If Landlord and Tenant have not by then been able to agree upon the Basic Rent for the
extension of the Term, then not sooner than one hundred twenty (120) but not later than ninety
(90) days prior to the expiration date of the Term, Landlord shall notify Tenant in writing of the
Basic Rent that would reflect the prevailing market rental rate for a GO-month renewal of
comparable space in the Project (together with any increases thereof during the extension period)
as of the commencement of the extension period (“Landlord’s Determination”). Should Tenant
disagree with the Landlord’s Determination, then Tenant shall, not later than twenty (20) days
thereafter, notify Landlord in writing of Tenant’s determination of those rental terms (“Tenant’s
Determination”). In no event, however, shall Landlord’s Determination or Tenant’s Determination be
less than the Basic Rent payable by Tenant during the final month of the initial Term Within ten
(10) days following delivery of the Tenant’s Determination, the parties shall attempt to agree on
an appraiser to determine the fair market rental. If the parties are unable to agree in that time,
then each party shall designate an appraiser within ten (10) days thereafter. Should either party
fail to so designate an appraiser within that time, then the appraiser designated by the other
party shall determine the fair market rental. Should each of the parties timely designate an
appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting
alone, determine the fair market rental for the Premises. Any appraiser designated hereunder shall
have an MAI certification with not less than five (5) years experience in the valuation of
commercial industrial buildings in the vicinity of the Project.



     Within thirty (30) days following the selection of the appraiser and such appraiser’s
receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall
determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the
fair market rental rate for the GO-month renewal of the Lease for the Premises, as reasonably
extrapolated to the commencement of the extension period. Accordingly, either the Landlord’s
Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market
rental rate for the extension period. In making such determination, the appraiser shall consider
rental comparables for the Project (provided that if there are an insufficient number of
comparables within the project, the appraiser shall consider rental comparables for similarly
improved space within the vicinity of the Project with appropriate adjustment for location and
quality of project), but the appraiser shall not attribute any factor for market tenant
improvement allowances or brokerage commissions in making its determination of the fair market
rental rate. At any time before the decision of the appraiser is rendered, either party may, by
written notice to the other party, accept the rental terms submitted by the other party, in which
event such terms shall be deemed adopted as the agreed fair market rental. The fees of the
appraiser(s) shall be borne entirely by the party whose determination of the fair market rental
rate was not accepted by the appraiser.



     Within twenty (20) days after the determination of the fair market rental, Landlord shall
prepare an appropriate amendment to this Lease for the extension period, and Tenant shall execute
and return same to Landlord within twenty (20) days. Should the fair market rental not be
established by the commencement of the extension period, then Tenant shall continue paying rent at
the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be
made promptly upon the determination of such new rental.



     If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right
to extend the Term shall be extinguished and the Lease shall automatically terminate as of the
expiration date of the Term, without any extension and without any liability to Landlord. Any
attempt to assign or transfer any right or interest created by this paragraph shall be void from
its inception. Tenant shall have no other right to extend the Term beyond the single sixty
(60)month extension period created by this paragraph. Unless agreed to in a writing signed by
Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by
a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition
to, any duly exercised extension period permitted by this paragraph.




4









 









ARTICLE IV. RENT AND OPERATING EXPENSES




     SECTION 4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord
without deduction or offset, the rental amount for the Premises shown in Item 6 of the Basic
Lease Provisions (the “Basic Rent”), including subsequent adjustments, if any. Any rental
adjustment to Basic Rent shown in Item 6 shall be deemed to occur on the specified monthly
anniversary of the Commencement Date, whether or not the Commencement Date occurs at the end of
a calendar month. The rent shall be due and payable in advance commencing on the Commencement
Date (as prorated for any partial month) and continuing thereafter on the first day of each
successive calendar month of the Term. No demand, notice or invoice shall be required for the
payment of Basic Rent. An installment of rent in the amount of one (1) full month’s Basic Rent
at the initial rate specified in Item 6 of the Basic Lease Provisions and one (1) month’s estimated
Tenant’s Share of Operating Expenses (as defined in Section 4.2) shall be delivered to Landlord
concurrently with Tenant’s execution of this Lease and shall be applied against the Basic Rent
and Operating Expenses first due hereunder.



     SECTION 4.2. OPERATING EXPENSES.



     (a) Tenant shall pay to Landlord, as additional rent, Tenant’s Share of all Operating
Expenses, as defined in Section 4.2(f), incurred by Landlord in the operation of the Building and the Site.
The term “Tenant’s Share” means one hundred percent (100%) of any Operating Expenses determined
by Landlord to benefit or relate substantially to the Building and/or the Site, plus an
allocated portion of any Operating Expenses, as reasonably determined from time to time by
Landlord, which benefit or relate both to the Building or the Site and to other projects owned
by Landlord and or its affiliates. The full amount of any management fee payable by Landlord for
the management of Tenant’s Premises that is calculated as a percentage of the rent payable by
Tenant shall be paid in full by Tenant as additional rent.



     (b) Prior to the start of each full Expense Recovery Period (as defined in this Section
4.2), Landlord shall give Tenant a written estimate of the amount of Tenant’s Share of Operating
Expenses for the applicable Expense Recovery Period. Failure to provide such estimate shall not
relieve Tenant from its obligation to pay Tenant’s Share of Operating Expenses or estimated
amounts thereof, if and when Landlord provides such estimate or final payment amount. Tenant
shall pay the estimated amounts to Landlord in equal monthly installments, in advance
concurrently with payments of Basic Rent. If Landlord has not furnished its written estimate for
any Expense Recovery Period by the time set forth above, Tenant shall continue to pay monthly the
estimated Tenant’s Share of Operating Expenses in effect during the prior Expense Recovery
Period; provided that when the new estimate is delivered to Tenant, Tenant shall, at the next
monthly payment date, pay any accrued estimated Tenant’s Share of Operating Expenses based upon
the new estimate. For purposes hereof, “Expense Recovery Period” shall mean every twelve month
period during the Term (or portion thereof for the first and last lease years) commencing July 1
and ending June 30, provided that Landlord shall have the right to change the date on which an
Expense Recovery Period commences in which event appropriate reasonable adjustments shall be made
to Tenant’s Share of Operating Expenses so that the amount payable by Tenant shall not vary by more than ten
percent (10%) as a result of such change.



     (c) Within one hundred twenty (120) days after the end of each Expense Recovery Period,
Landlord shall furnish to Tenant a statement showing in reasonable detail the actual or prorated
Tenant’s Share of Operating Expenses incurred by Landlord during the period, and the parties
shall within thirty (30) days thereafter make any payment or allowance necessary to adjust
Tenant’s estimated payments of Tenant’s Share of Operating Expenses, if any, to the actual
Tenant’s Share of Operating Expenses as shown by the annual statement. Any delay or failure by
Landlord in delivering any statement hereunder shall not constitute a waiver of Landlord’s right
to require Tenant to pay Tenant’s Share of Operating Expenses pursuant hereto. Any amount due
Tenant shall be credited against installments next coming due under this Section 4.2, and any
deficiency shall be paid by Tenant together with the next installment. Should Tenant fail to
object in writing to Landlord’s determination of Tenant’s Share of Operating Expenses within
three hundred sixty (360) days following delivery of Landlord’s expense statement, Landlord’s
determination of Tenant’s Share of Operating Expenses for the applicable Expense Recovery Period
shall be conclusive and binding on the parties for all purposes and any future claims to the
contrary shall be barred.



     (d) Even though this Lease has terminated and the Tenant has vacated the Premises, when the
final determination is made of Tenant’s Share of Operating Expenses for the Expense Recovery
Period in which this Lease terminates, Tenant shall within thirty (30) days of written notice
pay the entire increase over the estimated Tenant’s Share of Operating Expenses already paid.
Conversely, any overpayment by Tenant shall be rebated by Landlord to Tenant not later than
thirty (30) days after such final determination..



     (e) If, during any Expense Recovery Period (but not more frequently than twice
in any single Expense Recovery Period), any one or more of the Operating Expenses are increased
to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the
estimated Tenant’s Share of Operating Expenses for the year, then the estimate of Tenant’s Share
of Operating Expenses may be increased by written notice from Landlord for the month in which
such rate(s) or amount(s) becomes effective and for all succeeding months by an amount equal to
Tenant’s Share of the increase. If Landlord gives Tenant written notice of the amount or
estimated amount of the increase, the month in which the increase will or has become effective,
then Tenant shall pay the increase to Landlord as a part of Tenant’s monthly payments of the
estimated Tenant’s Share of Operating Expenses as provided in Section 4.2(b), commencing with the
month following Tenant’s receipt of Landlord’s notice. In addition, Tenant shall pay upon
written request any such increases which were incurred prior to the Tenant commencing to pay
such monthly increase.



     (f) The term “Operating Expenses” shall mean and include all Site Costs, as defined in
subsection (g), and Property Taxes, as defined in subsection (h).



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     (g) The term “Site Costs” shall include all expenses of operation, repair and maintenance of
the Building and the Site, including without limitation all appurtenant Common Areas (as defined
in Section 6.2), and shall include the following charges by way of illustration but not
limitation: water and sewer charges; insurance premiums and deductibles and/or reasonable premium
and deductible equivalents should Landlord elect to self-insure all or any portion of any risk
that Landlord is authorized to insure hereunder; license, permit, and inspection fees; reasonable
costs of light, power, window washing, trash pickup, heating, ventilating and air conditioning,
supplies, materials, equipment, tools, and the reasonable cost of any environmental, insurance,
tax or other consultant utilized by Landlord in connection with the Building and/or Site;
establishment of reasonable reserves for replacements and/or repairs; costs incurred in connection
with compliance with any laws or changes in laws applicable to the Building or the Site; the
reasonable cost of any capital investments or replacements (other than tenant improvements for
specific tenants) to the extent of the amortized amount thereof over the useful life of such
capital investments or replacements calculated at a market cost of funds, all as determined by
Landlord, for each such year of useful life during the Term; reasonable costs associated with the
maintenance of an air conditioning, heating and ventilation service agreement; reasonable labor
costs; reasonably allocated wages and salaries, fringe benefits, and payroll taxes for
administrative and other personnel directly applicable to the Building and or Site, including both
Landlord’s personnel and outside personnel; any expense incurred pursuant to Sections 6.1, 6,2,
6.4, 7.2, and 10.2; and a reasonable and commercially-competitive overhead/management fee for the
professional operation of the Building and the Site. It is understood and agreed that Site Costs
may include competitive charges for direct services (including, without limitation, management
and/or operations services) provided by any subsidiary, division or affiliate of Landlord.



     (h) The term “Property Taxes” as used herein shall include any form of federal, state, county
or local government or municipal taxes, fees, charges or other impositions of every kind (whether
general, special, ordinary or extraordinary) related to the ownership, leasing or operation of the
Premises, Building or Site, including without limitation, the following: (i) all real estate taxes
or personal property taxes, as such property taxes may be reassessed from time to time; and (ii)
other taxes, charges and assessments which are levied with respect to this Lease or to the
Building and or the Site, and any improvements, fixtures and equipment and other property of
Landlord located in the Building and or the Site, (iii) all assessments and fees for public
improvements, services, and facilities and impacts thereon, including without limitation arising
out of any Community Facilities Districts, “Mello Roos” districts, similar assessment districts,
and any traffic impact mitigation assessments or fees; (iv) any tax, surcharge or assessment which
shall be levied in addition to or in lieu of real estate or personal property taxes, other than
taxes covered by Article VIII; and (v) taxes based on the receipt of rent (including gross
receipts or sales taxes applicable to the receipt of rent), and (vi) costs and expenses incurred
in contesting the amount or validity of any Property Tax by appropriate proceedings.
Notwithstanding the foregoing, general net income or franchise taxes imposed against Landlord
shall be excluded.



     SECTION 4.3. SECURITY DEPOSIT. Concurrently with Tenant’s delivery of this Lease, Tenant
shall deposit with Landlord the sum, if any, stated in Item 9 of the Basic Lease Provisions, to be
held by Landlord as security for the full and faithful performance of all of Tenant’s obligations
under this Lease (the “Security Deposit”). Landlord shall not be required to keep this Security
Deposit separate from its general funds, and Tenant shall not be entitled to interest on the
Security Deposit. Subject to the last sentence of this Section, the Security Deposit shall be
understood and agreed to be the property of Landlord upon Landlord’s receipt thereof, and may be
utilized by Landlord in its sole and absolute discretion towards the payment of all expenses by
Landlord for which Tenant would be required to reimburse Landlord under this Lease, including
without limitation brokerage commissions and Tenant Improvement costs. Upon any Event of Default
by Tenant (as defined in Section 14.1), Landlord may, in its sole and absolute discretion, retain,
use or apply the whole or any part of the Security Deposit to pay any sum which Tenant is
obligated to pay under this Lease, sums that Landlord may expend or be required to expend by
reason of the Event of Default by Tenant or any loss or damage that Landlord may suffer by reason
of the Event of Default or costs incurred by Landlord in connection with the repair or restoration
of the Premises pursuant to Section 15.3 of this Lease upon expiration or earlier termination of
this Lease. In no event shall Landlord be obligated to apply the Security Deposit upon an Event of
Default and Landlord’s rights and remedies resulting from an Event of Default, including without
limitation, Tenant’s failure to pay Basic Rent, Tenant’s Share of Operating Expenses or any other
amount due to Landlord pursuant to this Lease, shall not be diminished or altered in any respect
due to the fact that Landlord is holding the Security Deposit. If any portion of the Security
Deposit is applied by Landlord as permitted by this Section, Tenant shall within five (5) days
after written demand by Landlord deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to its original amount. If Tenant fully performs its obligations under this
Lease, the Security Deposit shall be returned to Tenant (or, at Landlord’s option, to the last
assignee of Tenant’s interest in this Lease) within thirty (30) days after the expiration of the
Term, provided that Tenant agrees that Landlord may retain the Security Deposit to the extent and
until such time as all amounts due from Tenant in accordance with this Lease have been determined
and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord’s
retaining such Security Deposit to the extent provided in this Section.



ARTICLE V. USES




     SECTION 5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the
Basic Lease Provisions, all in accordance with applicable laws and restrictions and pursuant to
approvals to be obtained by Tenant from all relevant and required governmental agencies and
authorities. The parties agree that any contrary use shall be deemed to cause material and
irreparable harm to Landlord and shall entitle Landlord to injunctive relief in addition to any
other available remedy. Tenant, at its expense, shall procure, maintain and make available for
Landlord’s inspection throughout the Term, all governmental approvals, licenses and permits
required for the proper and lawful conduct of Tenant’s permitted use of the Premises. Tenant shall
not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant permit any
nuisance or commit any waste in the Premises or the Site. Tenant shall not perform any work or
conduct any business whatsoever in the Site other than inside the Premises.




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Tenant shall not do or permit to be done anything which will invalidate or increase the cost of
any insurance policy(ies) covering the Building, the Site and or their contents, and shall comply
with all applicable insurance underwriters rules. Tenant shall comply at its expense with all present and future laws, ordinances, restrictions, regulations, orders, rules and requirements of
all governmental authorities that pertain to Tenant or its use of the Premises, including without
limitation all federal and state occupational health and safety requirements, whether or not
Tenant’s compliance will necessitate expenditures or interfere with its use and enjoyment of the
Premises. Tenant shall comply at its expense with all present and future covenants, conditions,
easements or restrictions now or hereafter affecting or encumbering the Building and/or Site, and
any amendments or modifications thereto, including without limitation the payment by Tenant of
any periodic or special dues or assessments charged against the Premises or Tenant which may be
allocated to the Premises or Tenant in accordance with the provisions thereof. Tenant shall
promptly upon demand reimburse Landlord for any additional insurance premium charged by reason of
Tenant’s failure to comply with the provisions of this Section, and shall indemnify Landlord from
any liability and/or expense resulting from Tenant’s noncompliance.




     SECTION 5.2. SIGNS. Provided Tenant continues to occupy the entire Premises, Tenant shall
have the exclusive right to one (1) “building-top ” sign on the Building in a location designated
by Landlord, subject to Landlord’s right of prior approval that such exterior signage is in
compliance with the Signage Criteria (defined below). Except as provided in the foregoing or as
otherwise approved in writing by Landlord, in its sole and absolute discretion, Tenant shall have
no right to maintain signs in any location in, on or about the Premises, the Building or the Site
and shall not place or erect any signs that are visible from the exterior of the Building. The
size, design, graphics, material, style, color and other physical aspects of any permitted sign
shall be subject to Landlord’s written determination, as determined solely by Landlord, prior to
installation, that signage is in compliance with any covenants, conditions or restrictions
encumbering the Premises and Landlord’s signage program for the Site, as in effect from time to
time and approved by the City in which the Premises are located (“Signage Criteria”). Prior to
placing or erecting any such signs, Tenant shall obtain and deliver to Landlord a copy of any
applicable municipal or other governmental permits and approvals and comply with any applicable
insurance requirements for such signage. Tenant shall be responsible for the cost of any permitted
sign, including the fabrication, installation, maintenance and removal thereof and the cost of any
permits therefor. If Tenant fails to maintain its sign in good condition, or if Tenant fails to
remove same upon termination of this Lease and repair and restore any damage caused by the sign or
its removal, Landlord may do so at Tenant’s expense. Landlord shall have the right to temporarily
remove any signs in connection with any repairs or maintenance in or upon the Building. The term
“sign” as used in this Section shall include all signs, designs, monuments, displays, advertising
materials, logos, banners, projected images, pennants, decals, pictures, notices, lettering,
numerals or graphics.



     SECTION 5.3. HAZARDOUS MATERIALS.



     (a) For purposes of this Lease, the term “HazardousMaterials” includes(i) any
“hazardousmaterial” as defined in Section 25501(o) of the California Health and Safety Code, (ii)
hydrocarbons, polychlorinated biphenyls or asbestos, (iii) any toxic or hazardous materials,
substances, wastes or materials as defined pursuant to any other applicable state, federal or
local law or regulation, and (iv) any other substance or matter which may result in liability to
any person or entity as result of such person’s possession, use, release or distribution of such
substance or matter under any statutory or common law theory.



     (b) Tenant shall not cause or permit any Hazardous Materials to be brought upon, stored,
used, generated, released or disposed of on, under, from or about the Premises (including without
limitation the soil and groundwater thereunder) without the prior written consent of Landlord,
which consent may be given or withheld in Landlord’s sole and absolute discretion. Notwithstanding
the foregoing, Tenant shall have the right, without obtaining prior written consent of Landlord,
to utilize within the Premises a reasonable quantity of standard office products that may contain
Hazardous Materials (such as photocopy toner, ‘White Out”, and the like), provided
however, that (i) Tenant shall maintain such products in their original retail packaging,
shall follow all instructions on such packaging with respect to the storage, use and disposal of
such products, and shall otherwise comply with all applicable laws with respect to such products,
and (ii)all of the other terms and provisions of this Section 5.3 shall apply with respect to
Tenant’s storage, use and disposal of all such products. Landlord may, in its sole and absolute
discretion, place such conditions as Landlord deems appropriate with respect to Tenant’s use of
any such Hazardous Materials, and may further require that Tenant demonstrate that any such
Hazardous Materials are necessary or useful to Tenant’s business and will be generated, stored,
used and disposed of in a manner that complies with all applicable laws and regulations pertaining
thereto and with good business practices. Tenant understands that Landlord may utilize an
environmental consultant to assist in determining conditions of approval in connection with the
storage, generation, release, disposal or use of Hazardous Materials by Tenant on or about the
Premises, and/or to conduct periodic inspections of the storage, generation, use, release and/or
disposal of such Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that
any costs incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord
as additional rent hereunder upon demand.



     (c) Prior to the execution of this Lease, Tenant shall complete, execute and deliver to
Landlord an Environmental Questionnaire and Disclosure Statement (the “Environmental
Questionnaire”) in the form of Exhibit B attached hereto. The completed Environmental
Questionnaire shall be deemed incorporated into this Lease for all purposes, and Landlord shall be
entitled to rely fully on the information contained therein. On each anniversary of the
Commencement Date until the expiration or sooner termination of this Lease, Tenant shall disclose
to Landlord in writing the names and amounts of all Hazardous Materials which were stored,
generated, used, released and or disposed of on, under or about the Premises for the twelve-month
period prior thereto, and which Tenant desires to store, generate, use, release and/or dispose of
on, under or about the Premises for the succeeding twelve-month period. In addition, to the extent
Tenant is permitted to utilize Hazardous Materials upon the Premises, Tenant shall promptly provide
Landlord with complete and legible copies of all the following environmental documents relating
thereto: reports filed pursuant to any self-reporting requirements; permit



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applications, permits, monitoring reports, emergency response or action plans,
workplace exposure and community exposure warnings or notices and all other reports, disclosures,
plans or documents (even those which may be characterized as confidential) relating to water
discharges, air pollution, waste generation or disposal, and underground storage tanks for
Hazardous Materials; orders, reports, notices, listings and correspondence (even those which may
be considered confidential) of or concerning the release, investigation of, compliance, cleanup,
remedial and corrective actions, and abatement of Hazardous Materials; and all complaints,
pleadings and other legal documents filed by or against Tenant related to Tenant’s use, handling,
storage, release and/or disposal of Hazardous Materials.




     (d) Landlord and its agents shall have the right, but not the obligation, upon reasonable
notice and in a manner designed to reasonably minimize the impact on Tenant’s business, use and
enjoyment of the Building and/or the Premises, to inspect, sample and or monitor the Premises
and/or the soil or groundwater thereunder so long as Landlord has a reasonable basis to conclude
that a discharge has occurred and in order to determine whether Tenant is complying with the terms
of this Section 5.3, and in connection therewith Tenant shall provide Landlord with full access to
all facilities, records and personnel related thereto. If Tenant is not in compliance with any of
the provisions of this Section 5.3, or in the event of a release of any Hazardous Material on,
under or about the Premises caused or permitted by Tenant, its agents, employees, contractors,
licensees or invitees, Landlord and its agents shall have the right, but not the obligation,
without limitation upon any of Landlord’s other rights and remedies under this Lease, upon
reasonable notice to Tenant (except in the case of emergency when no notice shall be required) to
enter upon the Premises and to discharge Tenant’s obligations under this Section 5.3 at Tenant’s
expense, including without limitation the taking of emergency or long-term remedial action.
Landlord and its agents shall endeavor to minimize interference with Tenants business in
connection therewith, but shall not be liable for any such interference. In addition, Landlord, at
Tenant’s expense, shall have the right, but not the obligation, to join and participate in any
legal proceedings or actions initiated in connection with any claims arising out of the storage,
generation, use, release and/or disposal by Tenant or its agents, employees, contractors,
licensees or invitees of Hazardous Materials on, under, from or about the Premises.



     (e) If the presence of any Hazardous Materials on, under, from or about the
Premises or the Site caused or permitted by Tenant or its agents, employees, contractors, licensees
or invitees results in (i) injury to any person, (ii) injury to or any contamination of the
Premises or the Site, or (iii) injury to or contamination of any real or personal property wherever
situated, Tenant, at its expense, shall promptly take all actions necessary to return the Premises
and the Site and any other affected real or personal property owned by Landlord to the condition
existing prior to the introduction of such Hazardous Materials and to remedy or repair any such
injury or contamination, including without limitation, any cleanup, remediation, removal, disposal,
neutralization or other treatment of any such Hazardous Materials. Notwithstanding the foregoing,
Tenant shall not, without Landlord’s prior written consent, which consent may be given or withheld
in Landlord’s sole and absolute discretion, take any remedial action in response to the presence of
any Hazardous Materials on, from, under or about the Premises or the Site or any other affected
real or personal property owned by Landlord or enter into any similar agreement, consent, decree or
other compromise with any governmental agency with respect to any Hazardous Materials claims;
provided however, Landlord’s prior written consent shall not be necessary in the event that the
presence of Hazardous Materials on, under or about the Premises or the Site or any other affected
real or personal property owned by Landlord (i) imposes an immediate threat to the health, safety
or welfare of any individual and (ii) is of such a nature that an immediate remedial response is
necessary and it is not possible to obtain Landlord’s consent before taking such action. To the
fullest extent permitted by law, Tenant shall indemnify, hold harmless, protect and defend (with
attorneys reasonably acceptable to Landlord) Landlord and any successors to all or any portion of
Landlord’s interest in the Premises and the Site and any other real or personal property owned by
Landlord from and against any and all liabilities, losses, damages, diminution in value, judgments,
fines, demands, claims, recoveries, deficiencies, costs and expenses (including without limitation
attorneys’ fees, court costs and other professional expenses), whether foreseeable or
unforeseeable, arising directly or indirectly out of the use, generation, storage, treatment,
release, on- or off-site disposal or transportation of Hazardous Materials (A) on, into, from,
under or about the Premises during the Term unless caused solely by Landlord or (B) on, into, from,
under or about the Premises, the Building or the Site and any other real or personal property owned
by Landlord caused or permitted by Tenant, its agents, employees, contractors, licensees or
invitees. Such indemnity obligation shall specifically include, without limitation, the cost of any
required or necessary repair, restoration, cleanup or detoxification of the Premises, the Building
and the Site and any other real or personal property owned by Landlord, the preparation of any
closure or other required plans, whether or not such action is required or necessary during the
Term or after the expiration of this Lease and any loss of rental due to the inability to lease the
Premises or any portion of the Building or Site as a result of such Hazardous Material or
remediation thereof. If it at any time discovered that Hazardous Materials have been released on,
into, from, under or about the Premises during the Term, or that Tenant or its agents, employees,
contractors, licensees or invitees may have caused or permitted the release of a Hazardous Material
on, under, from or about the Premises, the Building or the Site or any other real or personal
property owned by Landlord, Tenant shall, at Landlord’s request, immediately prepare and submit to
Landlord a comprehensive plan, subject to Landlord’s reasonable approval (which shall not be
unreasonably withheld or conditioned), specifying the actions to be taken by Tenant to return the
Premises, the Building or the Site or any other real or personal property owned by Landlord to the
condition existing prior to the introduction of such Hazardous Materials. Upon Landlord’s approval
of such cleanup plan, Tenant shall, at its expense, and without limitation of any rights and
remedies of Landlord under this Lease or at law or in equity, immediately implement such plan and
proceed to cleanup such Hazardous Materials in accordance with all applicable laws and as required
by such plan and this Lease. The provisions of this Section 5.3(e) shall expressly survive the
expiration or sooner termination of this Lease.



     (f) Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, certain
facts
relating to Hazardous Materials at the Site known by Landlord to exist as of the date of this
Lease, as more particularly described in Exhibit C attached hereto. Tenant shall have no
liability or responsibility with respect to the Hazardous Materials facts described in
Exhibit C, nor with respect to any Hazardous Materials which were



8









 





neither released on the Premises during the Term nor caused or permitted by Tenant, its
agents, employees, contractors, licensees or invitees. Notwithstanding the preceding two
sentences, Tenant agrees to notify its agents, employees, contractors, licensees, and invitees of
any exposure or potential exposure to Hazardous Materials at the Premises that Landlord brings to
Tenant’s attention. Tenant hereby acknowledges that this disclosure satisfies any obligation of
Landlord to Tenant pursuant to California Health & Safety Code Section 25359.7, or any amendment
or substitute thereto or any other disclosure obligations of Landlord, Landlord shall take
responsibility, at its sole cost and expense, for any governmentally-ordered clean-up,
remediation, removal, disposal, neutralization or other treatment of Hazardous Materials
conditions described in this Section 5.3(f). The foregoing obligation on the part of Landlord
shall include the reasonable costs (including, without limitation, reasonable attorney’s fees) of
defending Tenant from and against any legal action or proceeding instituted by any governmental
agency in connection with such clean-up, remediation, removal, disposal, neutralization or other
treatment of such conditions, provided that Tenant promptly tenders such defense to Landlord.




     (g) In the event of any foreclosure of a mortgage or deed of trust encumbering the Building
and/or the Project, the obligations on the part of Landlord contained in Section 5.3(f) above
shall be personal to Landlord and shall not be binding on nor inure against any lender acquiring
the Building and/or the Project by foreclosure of its mortgage or deed of trust or deed in lieu
of foreclosure, or any successor in interest to such lender,



     (h) Except as disclosed in Section 5.3(f) above (and or as may otherwise be disclosed to
Tenant in writing), Landlord represents that , to “Landlord’s knowledge” (as hereinafter defined), there are
no Hazardous Materials in or about the Premises which are in violation of any applicable federal,
state or local law, ordinance or regulation. As used herein, “Landlord’s knowledge” shall mean the
actual knowledge, without duty of inquiry or investigation, of the current employees or authorized
agents of Landlord responsible for Hazardous Materials compliance matters.



ARTICLE VI. COMMON AREAS; SERVICES




     SECTION 6.1. UTILITIES AND SERVICES. Tenant shall be responsible for and shall pay promptly,
directly to the appropriate supplier, all charges for water, gas, electricity, sewer, heat, light,
power, telephone, telecommunications service, refuse pickup, janitorial service, interior
landscape maintenance and all other utilities, materials and services furnished directly to Tenant
or the Premises or used by Tenant in, on or about the Premises during the Term, together with any
taxes thereon. If any utilities or services are not separately metered or assessed to Tenant,
Landlord shall make a reasonable determination of Tenants proportionate share of the cost of such
utilities and services, and Tenant shall pay such amount to Landlord, as an item of additional
rent, within ten (10) days after receipt of Landlord’s statement or invoice therefor.
Alternatively, Landlord may elect to include such cost in the definition of Site Costs in which
event Tenant shall pay Tenant’s proportionate share of such costs in the manner set forth in
Section 4.2. Tenant shall also pay to Landlord as an item of additional rent, within ten (10) days
after receipt of Landlord’s statement or invoice therefor, a reasonable charge (which shall be in
addition to the electricity charge paid to the utility provider) for Tenant’s “ after hours” usage
of each W A C unit servicing the Premises. “After hours” shall mean more than two hundred
eighty-three (283) hours of usage of each HVAC unit servicing the Premises during any month during
the Term, and “after hours” usage shall be determined based upon the operation of the applicable
HVAC unit during each month on a “non-cumulative” basis (without regard to Tenant’s usage or
nonusage of said unit during other months during the Term). Landlord shall not be liable for
damages or otherwise for any failure or interruption of any utility or other service furnished to
the Premises, and no such failure or interruption shall be deemed an eviction or entitle Tenant to
terminate this Lease or withhold or abate any rent due hereunder. Landlord shall at all reasonable
times have free access to the Building and Premises to install, maintain, repair, replace or
remove all electrical and mechanical installations of Landlord. Tenant acknowledges that the costs
incurred by Landlord related to providing above-standard utilities to Tenant, including, without
limitation, telephone lines, may be charged to Tenant.



     SECTION 6.2. OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall
operate all Common Areas within the Site. The term “Common Areas” shall mean all areas of the
Site which are not held for exclusive use by persons entitled to occupy space including Tenant,
and their respective employees and invitees, including without limitation parking areas and
structures, driveways, sidewalks, landscaped and planted areas, and electrical and utility rooms
and roof access entries, if any, in the Building.



     SECTION 6.3. USE OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the
use of the Common Areas as provided in this Article VI, subject, however, to compliance with all
rules and regulations as are prescribed from time to time by Landlord. Landlord shall operate and
 maintain the Common Areas as a “first-class” business project, in the manner Landlord may
determine to be appropriate. All reasonable costs incurred by Landlord for the maintenance and
operation of the Common Areas shall be included in Site Costs. Landlord shall at all times during
the Term have exclusive control of the Common Areas, and may reasonably restrain or permit any
use or occupancy, except as authorized by Landlord’s rules and regulations. Tenant shall keep the
Common Areas clear of any obstruction or unauthorized use related to Tenant’s operations or use
of Premises, including without limitation, planters and furniture. Nothing in this Lease shall be
deemed to impose liability upon Landlord for any damage to or loss of the property of, or for any
injury to, Tenant, its invitees or employees. Landlord may temporarily close any portion of the
Common Areas for repairs, remodeling and or alterations, to prevent a public dedication or the
accrual of prescriptive rights, or for any other reason deemed sufficient by Landlord, without
liability to Landlord.



     SECTION 6.4. PARKING. Tenant shall be entitled to use its allocated share of the vehicle
parking spaces on those portions of the Common Areas designated by Landlord for parking on an
unreserved and unassigned basis. For purposes of this Section 6.4 Tenant’s allocated share shall
mean vehicle parking spaces equal to the same portion of all vehicle parking spaces available for
the Site as the ratio of Floor Area to the total rentable square



9









 




footage of the Site. Tenant shall not use more than its allocated share of vehicle parking
spaces. All parking spaces shall be used only for parking of vehicles no larger than full size
passenger automobiles, sports utility vehicles or pickup trucks. Tenant shall not permit or allow
any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers,
shippers, customers or invitees to be loaded, unloaded or parked in areas other than those
designated by Landlord for such activities. If Tenant permits or allows any of the prohibited
activities described above, then Landlord shall have the right, without notice, in addition to
such other rights and remedies that Landlord may have, to remove or tow away the vehicle involved
and charge the costs to Tenant. Parking within the Common Areas shall be limited to striped
parking stalls, and no parking shall be permitted in any driveways, access ways or in any area
which would prohibit or impede the free flow of traffic within the Common Areas. There shall be no
parking of any vehicles for longer than a forty-eight (48) hour period unless otherwise authorized
by Landlord, and vehicles which have been abandoned or parked in violation of the terms hereof may
be towed away at the owner’s expense. Nothing contained in this Lease shall be deemed to create
liability upon Landlord for any damage to motor vehicles of visitors or employees, for any loss of
property from within those motor vehicles, or for any injury to Tenant, its visitors or employees,
unless ultimately determined to be caused by the sole active negligence or willful misconduct of
Landlord. Landlord shall have the right to establish, and from time to time amend, and to enforce
against all users all reasonable rules and regulations (including the designation of areas for
employee parking) that Landlord may deem necessary and advisable for the proper and efficient
operation and maintenance of parking within the Common Areas. Landlord shall have the right to
construct, maintain and operate lighting facilities within the parking areas; to change the area,
level, location and arrangement of the parking areas and improvements therein, to restrict parking
by tenants, their officers, agents and employees to employee parking areas; after the expiration
of the initial 120-month Term of this Lease, to enforce parking charges (by operation of meters or
otherwise); and to do and perform such other acts in and to the parking areas and improvements
therein as, in the use of good business judgment, Landlord shall determine to be advisable. Any
person using the parking area shall observe all directional signs and arrows and any posted speed
limits. Parking areas hall be used only for parking vehicles. Washing, waxing, cleaning or
servicing of vehicles, or the storage of vehicles for longer than 48-hours, is prohibited unless
otherwise authorized by Landlord. Tenant shall be liable for any damage to the parking areas
caused by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees, including
without limitation damage from excess oil leakage. Tenant shall have no right to install any
fixtures, equipment or personal property in the parking areas.




     SECTION 6.5. CHANGES AND ADDITIONS BY LANDLORD. Landlord reserves the right to make
alterations or additions to the Building or the Site, or to the attendant fixtures, equipment and
Common Areas. Landlord may at any time relocate or remove any of the driveways, sidewalks,
landscaped and planted areas and parking areas of the Common Areas, from time to time, No change
shall entitle Tenant to any abatement of rent or other claim against Landlord, provided that the
change does not deprive Tenant of reasonable access to or use of the Premises.



ARTICLE VII. MAINTAINING THE PREMISES




     SECTION
7.1.
TENANT’S MAINTENANCE AND REPAIR. Tenant at its sole expense shall maintain and
make all repairs and replacements necessary to keep the Premises and the Building in the condition
as existed on the Commencement Date (or on any later date that the improvements may have been
installed), excepting ordinary wear and tear, including without limitation all interior glass,
doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and
other equipment installed in the Premises and all Alterations constructed by Tenant pursuant to
Section 7.3 below. Any damage or deterioration of the Premises shall not be deemed ordinary wear
and tear if the same could have been prevented by good maintenance practices by Tenant. As part of
its maintenance obligations hereunder, Tenant shall, at Landlord’s request, provide Landlord with
copies of all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant
All repairs and replacements shall be at least equal in quality to the original work, shall be
made only by a licensed contractor approved in writing in advance by Landlord and shall be made
only at the time or times approved by Landlord. Any contractor utilized by Tenant shall be subject
to Landlord’s standard requirements for contractors, as modified from time to time. Landlord may
impose reasonable restrictions and requirements with respect to repairs, as provided in Section
7.3, and the provisions of Section 7.4 shall apply to all repairs. Alternatively, Landlord may
elect to perform any reasonable repair and maintenance of the electrical and mechanical systems
and any air conditioning, ventilating or heating equipment serving the Premises and include the
reasonable cost thereof as part of Tenant’s Share of Operating Expenses. If Tenant fails to
properly maintain and or repair the Premises or the Building as herein provided following
Landlord’s notice and the expiration of the applicable cure period (or earlier if Landlord
determines that such work must be performed prior to such time in order to avoid damage to the
Premises or Building or other detriment), then Landlord may elect, but shall have no obligation,
to perform any repair or maintenance required hereunder on behalf of Tenant and at Tenant’s
expense, and Tenant shall reimburse Landlord upon demand for all costs incurred upon submission of
an invoice.



     SECTION
7.2. LANDLORD’S MAINTENANCE AND REPAIR. Subject to Section 7.1 and Article XI,
Landlord shall provide service, maintenance and repair with respect to any air conditioning,
ventilating or heating equipment which serves the Premises (exclusive, however, of
supplemental HVAC equipment installed by Tenant and serving only the Premises) and shall maintain
in good repair the roof, foundations, footings, the exterior surfaces of the exterior walls of the
Building (including exterior glass), and the structural, electrical and mechanical systems, except
that Tenant at its expense shall make all repairs which Landlord deems reasonably necessary as a
result of the act or negligence of Tenant, its agents, employees, invitees, subtenants or
contractors. Landlord shall have the right to employ or designate any reputable person or firm,
including any employee or agent of Landlord or any of Landlord’s affiliates or divisions, to
perform any service, repair or maintenance function. Landlord need not make any other improvements
or repairs except as specifically required under this Lease, and nothing contained in this Section
shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and
replacement costs as provided elsewhere in this Lease, Tenant understands that it shall not make
repairs at Landlord’s expense or



10









 




by rental offset. Tenant further understands that Landlord shall not be required to make
any repairs to the roof, foundations, footings, the exterior surfaces of the exterior walls of
the Building (excluding exterior glass), or structural, electrical or mechanical systems unless
and until Tenant has notified Landlord in writing of the need for such repair and Landlord shall
have a reasonable period of time thereafter to commence and complete said repair, if warranted.
All costs of any maintenance, repairs and replacement on the part of Landlord provided hereunder
shall be considered part of Site Costs. Tenant further agrees that if Tenant fails to report any
such need for repair in writing within sixty (60) days of its discovery by Tenant, Tenant shall
be responsible for any costs and expenses and other damages related to such repair which are in
excess of those which would have resulted had such need for repair been reported to Landlord
within such sixty (60) day period.




     SECTION 7.3. ALTERATIONS. Except as otherwise provided in this Section, Tenant shall make no
alterations, additions, fixtures or improvements (“Alterations”)to the Premises or the Building
without the prior written consent of Landlord, which consent shall not be unreasonably withheld or
conditioned. Notwithstanding the foregoing, Tenant may make Alterations to the Premises costing
less than Forty-Five Thousand Dollars ($45,000.00) without Landlord’s consent, provided, however,
that any Alterations which change the structural, electrical or mechanical systems of the Premises,
or which require a governmental permit as a prerequisite to the construction thereof, shall require
Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned.
Notwithstanding anything to the contrary contained in either of the foregoing sentences, however,
no Alterations shall: (i) affect the exterior of the Building or outside areas (or be visible from
adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building,
including but not limited to the roof, or (iii) require any change to the basic floor plan of the
Premises or any change to any structural or mechanical systems of the Premises, or (iv) fail to
comply with any applicable governmental requirements, or (v) result in the Premises requiring
building services beyond the level normally provided to other tenants, or (vi) interfere in any
manner with the proper functioning of, or Landlord’s access to, any mechanical, electrical,
plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vii)
diminish the value of the Premises including, without limitation, using lesser quality materials
than those existing in the Premises, or replace Standard Improvements. Further, in the event that
any Alteration would result in a change from Landlord’s building standard materials and
specifications for the Project (“Standard Improvements”), Tenant shall be responsible for the cost
of replacing such non-standard improvement (“Non-Standard Improvement”) with the applicable
Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Expiration
Date or earlier termination of this Lease. Landlord may impose any reasonable condition to its
consent, including but not limited to a requirement that the installation and/or removal of all
Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in
its sole and absolute discretion and requirements as to the manner
and time of performance of such
work. Landlord shall in all events, whether or not Landlord’s consent is requited, have the right
to approve the contractor performing the installation and removal of Alterations and Replacements
(which approval shall not be unreasonably withheld or conditioned), and Tenant shall not permit any
contractor not approved by Landlord to perform any work on the Premises or on the Building. Tenant
shall obtain all required permits for the installation and removal of Alterations and Replacements
and shall perform the installation and removal of Alterations and Replacements in compliance with
all applicable laws, regulations and ordinances, including without limitation the Americans with
Disabilities Act, all covenants, conditions and restrictions affecting the Site, and the Rules and
Regulations as described in Article XVII, Tenant understands and agrees that Landlord shall be
entitled to a supervision fee in the amount of five percent (5%) of the cost of such Alterations
either requiring a permit from the City of Irvine or affecting any mechanical, electrical, plumbing
or HVAC systems, facilities or equipment located in or serving the Building. Under no circumstances
shall Tenant make any Alterations or Replacements which incorporate any Hazardous Materials,
including without limitation asbestos-containing construction materials into the Premises, the
Building or the Common Area. If any governmental entity requires, as a condition to any proposed
Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to
such improvements to the Common Areas (which consent may be withheld in the sole and absolute
discretion of Landlord), then Tenant shall, at Tenant’s sole expense, make such required
improvements to the Common Areas in such manner, utilizing such materials, and with such
contractors, architects and engineers as Landlord may require in its sole and absolute discretion.
Any request for Landlord’s consent to any proposed Alterations shall be made in writing and shall
contain architectural plans describing the work in detail reasonably satisfactory to Landlord.
Landlord may elect to cause its architect to review Tenant’s architectural plans, and the
reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant
and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its
expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems
and standards. Unless Landlord otherwise agrees in writing, all Alterations made or affixed to the
Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture),
including without limitation all Tenant Improvements constructed pursuant to the Work Letter
(except as otherwise provided in the Work Letter), shall become the property of Landlord and shall
be surrendered with the Premises at the end of the Term; except that Landlord may, by notice to
Tenant given either prior to or following the expiration or termination of this Lease, require
Tenant to remove by the Expiration Date, or sooner termination date of this Lease, or within thirty
(30) days following notice to Tenant that such removal is required if notice is given following the
Expiration Date or sooner termination, all or any of the Alterations installed either by Tenant or
by Landlord at Tenant’s request, including without limitation all Tenant Improvements constructed
pursuant to the Work Letter (except as otherwise provided in the Work Letter), and to repair any
damage to the Premises, the Building or the Common Area arising from that removal and restore the
Premises to their condition prior to making such Alterations.



     SECTION
7.4. MECHANIC’S LIENS. Tenant shall keep the Premises and the Site free from any liens
arising out of any work performed, materials furnished, or obligations incurred by or for Tenant.
Upon request by Landlord, Tenant shall promptly (but in no event later than ten (10) business days
following such request) cause any such lien to be released by posting a bond in accordance with
California Civil Code Section 3143 or any successor statute. In the event that Tenant shall not,
within thirty (30) days following the imposition of any lien, cause the lien to be released of
record by payment or posting of a proper bond, Landlord shall have, in addition to all other
available remedies, the right to cause the lien to be released by any means it deems proper,
including payment of or



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defense against the claim giving rise to the lien. All expenses so incurred by Landlord,
including Landlord’s attorneys’ fees, and any consequential or other damages incurred by Landlord
arising out of such lien, shall be reimbursed by Tenant upon demand,
together with interest from
the date of payment by Landlord at the maximum rate permitted by law until paid. Tenant shall
give Landlord no less than twenty (20) days’ prior notice in writing before commencing
construction of any kind on the Premises or Common Area and shall again notify Landlord that
construction has commenced, such notice to be given on the actual date on which construction
commences, so that Landlord may post and maintain notices of nonresponsibility on the Premises or
Common Area, as applicable, which notices Landlord shall have the right to post and which Tenant
agrees it shall not disturb. Tenant shall also provide Landlord notice in writing within ten (10)
days following the date on which such work is substantially completed. The provisions of this
Section shall expressly survive the expiration or sooner termination of this Lease.



     SECTION
7.5. ENTRY AND INSPECTION. Landlord shall at all reasonable times, upon at least 24
hours’ prior written or oral notice (except in emergencies, when no notice shall be required)
have the right to enter the Premises to inspect them, to supply services in accordance with this
Lease, to have access to install, repair, maintain, replace or remove all electrical and
mechanical installations of Landlord and to protect the interests of Landlord in the Premises,
and to submit the Premises to prospective or actual purchasers or encumbrance holders (or, during
the last one hundred and eighty (180) days of the Term or when an uncured Tenant Event of Default
exists, to prospective tenants), all without being deemed to have caused an eviction of Tenant
and without abatement of rent except as provided elsewhere in this Lease. Landlord shall have the
right, if desired, to retain a key which unlocks all of the doors in the Premises, excluding
Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which
Landlord may deem proper to open the doors in an emergency in order to obtain entry to the
Premises, and any entry to the Premises obtained by Landlord shall not under any circumstances be
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction
of Tenant from the Premises.



     ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT’S PROPERTY



     Tenant shall be liable for and shall pay, at least ten (10) days before delinquency, all
taxes and assessments levied against all personal property of Tenant located in the Premises, and,
if required by Landlord, against all Non Standard Improvements to the Premises (as defined in
Section 7.3) made by Landlord or Tenant, and against any Alterations (as defined in Section 7.3)
made to the Premises or the Building by or on behalf of Tenant. If requested by Landlord, Tenant
shall cause its personal property, Non-Standard Improvements and Alterations to be assessed and
billed separately from the real property of which the Premises form a part. If any taxes required
to be paid by Tenant on Tenant’s personal property, Non-Standard Improvements and/or Alterations
are levied against Landlord or Landlord’s property and if Landlord pays the same, or if the
assessed value of Landlord’s property is increased by the inclusion of a value placed upon the
personal property, Non-Standard Improvements and/or Alterations and if Landlord pays the taxes
based upon the increased assessment, Landlord shall have the right to require that Tenant pay to
Landlord the taxes so levied against Landlord or the proportion of
the taxes resulting from the
increase in the assessment. In calculating what portion of any tax bill which is assessed against
Landlord separately, or Landlord and Tenant jointly, is attributable to Tenant’s Non-Standard
Improvements, Alterations and personal property, Landlord’s reasonable determination shall be
conclusive.



ARTICLE
IX. ASSIGNMENT AND SUBLETTING




     SECTION 9.1. RIGHTS OF PARTIES,



     (a) Notwithstanding any provision of this Lease to the contrary, and except as to transfers
expressly permitted without Landlord’s consent pursuant to Section 9.4, Tenant will not, either
voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any
part of Tenant’s interest in this Lease or the Premises, or permit the Premises to be occupied by
anyone other than Tenant, without Landlord’s prior written consent, which consent shall not
unreasonably be withheld in accordance with the provisions of
Section 9.1(b). No assignment
(whether voluntary, involuntary or by operation of law) and no subletting shall be valid or
effective without Landlord’s prior written consent and, at Landlord’s election, any such
assignment or subletting shall be void and of no force and effect and any such assignment or
subletting shall constitute an Event of Default of this Lease. Landlord shall not be deemed to
have given its consent to any assignment or subletting by any course of action other than written
consent. To the extent not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101
et seq. (the “Bankruptcy Code”), including Section 365(f)(1), Tenant on behalf of itself
and its creditors, administrators and assigns waives the applicability of Section 365(e) of the
Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the bankrupt meets
Landlord’s standard for consent as set forth in Section 9.1(b) of this Lease. If this Lease is
assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all
monies or other considerations to be delivered in connection with the assignment shall be
delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not
constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy
Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the
Bankruptcy Code shall be deemed to have assumed all of the obligations arising under this Lease on
and after the date of the assignment, and shall upon demand execute and deliver to Landlord an
instrument confirming that assumption.



     (b) If Tenant desires to transfer an interest in this Lease or the Premises, it shall first
notify Landlord of its desire and shall submit in writing to Landlord (i) the name and address of
the proposed transferee; (ii) the nature of any proposed transferee’s business to be carried on in
the Premises; (iii) the terms and provisions of any proposed sublease, assignment or other
transfer, including a copy of the proposed assignment, sublease or transfer form; (iv) evidence
that the proposed assignee, subtenant or transferee will comply with the requirements of
Exhibit D hereto; (v) a completed Environmental Questionnaire from the proposed assignee,
subtenant or transferee; (vi) any other information requested by Landlord and reasonably related to
the transfer and (vii) the fee described in Section 9.1(e). Except as provided in Section 9.1 (c),
Landlord shall not unreasonably withhold its consent,




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provided that the parties agree that it shall be reasonable for Landlord to withhold its consent
if: (1) the use of the Premises will not be consistent with the provisions of this Lease, (2) the
proposed assignee or subtenant has been required by any prior landlord, lender or governmental
authority to take remedial action in connection with Hazardous Materials contaminating a property
arising out of the proposed assignee’s or subtenant’s actions or use of the property in question
or is subject to any enforcement order issued by any governmental authority in connection with
the use, disposal or storage of a Hazardous Material, (3) insurance requirements of the proposed
assignee or subtenant may not be brought into conformity with Landlord’s then current leasing
practice, (4) a proposed assignee has not demonstrated to the reasonable satisfaction of Landlord
that it is financially responsible or has failed to submit to Landlord all reasonable information
as requested by Landlord concerning the proposed assignee, including, but not limited to, current
statements of income or profit and loss of the proposed assignee, (5) the proposed assignee or
subtenant is a prospect with whom Landlord is negotiating to become a tenant at the Site, or (6)
the proposed transfer will impose additional burdens or adverse tax
effects on Landlord. If Tenant
has any exterior sign rights under this Lease, such rights are personal to Tenant and may not be
assigned or transferred to any assignee of this Lease or subtenant of the Premises without
Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute
discretion.




     If Landlord consents to the proposed transfer, Tenant may within ninety (90) days after the
date of the consent effect the transfer upon the terms described in the information furnished to
Landlord, provided that any material change in the terms shall be subject to Landlord’s consent
as set forth in this Section 9.1. Landlord shall approve or disapprove any requested transfer
within thirty (30) days following receipt of Tenant’s written request, the information set forth
above, and the fee set forth below.



     (c) Notwithstanding the provisions of Section 9.1(b) above, in lieu of consenting
to a proposed assignment or subletting, Landlord may elect, within the thirty (30) day period
permitted for Landlord to approve or disapprove a requested transfer, to (i) sublease the
Premises (or the portion proposed to be subleased), or take an assignment of Tenant’s interest in
this Lease, upon substantially the same terms as offered to the proposed subtenant or assignee
(excluding terms relating to the purchase of personal property, the use of Tenant’s name or the
continuation of Tenant’s business), or (ii) terminate this Lease as to the portion of the Premises
proposed to be subleased or assigned with a proportionate abatement in the rent payable under this
Lease, effective thirty (30) days’ following written notice by Landlord of its election to so
sublease or terminate. Landlord may thereafter, at its option, assign, sublet or re-let any space
so sublet, obtained by assignment or obtained by termination to any third party, including without
limitation the proposed transferee of Tenant.



     (d) In the event that Landlord approves the requested assignment or subletting, Tenant agrees
that fifty percent (50%) of any amounts paid by the assignee or subtenant, however descnied, in
excess of (i) the Basic Rent payable by Tenant hereunder, or in the case of a sublease of
a portion of the Premises, in excess of the Basic Rent reasonably allocable to such portion as
determined by Landlord, plus (ii) Tenants direct out-of-pocket costs which Tenant certifies to
Landlord have been paid to provide occupancy related services to such assignee or subtenant of a
nature commonly provided by landlords of similar space, shall be the property of Landlord and such
amounts shall be payable directly to Landlord by the assignee or
subtenant or, at Landlord’s
option, by Tenant within ten (10) days of Tenant’s receipt
thereof. Landlord shall have the right
to review or audit the books and records of Tenant, or have such books and records reviewed or
audited by an outside accountant, to confirm any such direct
out-of-pocket costs. In the event that
such direct out-of-pocket costs claimed by Tenant are overstated by more than five percent (5%),
Tenant shall reimburse Landlord for any of Landlord’s costs related to such review or audit At
Landlord’s request, a written agreement shall be entered into by and among Tenant, Landlord and
the proposed assignee or subtenant confirming the requirements of this Section 9.1 (d).



     (e) Tenant shall pay to Landlord a fee equal to the greater of (i)
Landlord’s actual costs related to such assignment, subletting
or other transfer or (ii) Five
Hundred Dollars ($500.00), to process any request by Tenant for an assignment, subletting or
other transfer under this Lease. Tenant shall pay Landlord the sum of Five Hundred Dollars ($500
00) concurrently with Tenant’s request for consent to any assignment, subletting or other
transfer, and Landlord shall have no obligation to consider such request unless accompanied by
such payment. Tenant shall pay Landlord upon demand any costs in excess of such payment to the
extent Landlord’s actual costs related to such request exceeds
$500.00. Such fee is hereby
acknowledged as a reasonable amount to reimburse Landlord for its costs of review and evaluation
of a proposed transfer.



     SECTION
9.2. EFFECT OF TRANSFER. No subletting or assignment, even with the consent of
Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other
obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as
provided in Section 10.3, for any act or omission by an assignee
or subtenant. Each assignee, other
than Landlord, shall assume all obligations of Tenant under this Lease and shall be liable jointly
and severally with Tenant for the payment of all rent, and for the due performance of all of
Tenant’s obligations, under this Lease. No assignment or subletting shall be effective or binding
on Landlord unless documentation in form and substance satisfactory to Landlord in its reasonable
discretion evidencing the transfer, and in the case of an assignment, the assignee’s assumption of
the obligations of Tenant under this Lease, is delivered to Landlord and both the
assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument
prepared by Landlord and consistent with the requirements of this
Article. The acceptance by
Landlord of any payment due under this Lease from any other person shall not be deemed to be a
waiver by Landlord of any provision of this Lease or to be a consent
to any transfer. Consent by
Landlord to one or more transfers shall not operate as a waiver or estoppel to the future
enforcement by Landlord of its rights under this Lease or as a
consent to any subsequent transfer.



     SECTION
9.3. SUBLEASE REQUIREMENTS. The following terms and conditions shall apply to any
subletting by Tenant of all or any part of the Premises and shall be deemed included in each
sublease:



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     (a) Each and every provision contained in this Lease (other than with respect to the payment
of rent hereunder) is incorporated by reference into and made a part of such sublease, with
“Landlord” hereunder meaning the sublandlord therein and “Tenant” hereunder meaning the subtenant
therein.



     (b) Tenant hereby irrevocably assigns to Landlord all of Tenant’s interest in all rentals
and income arising from any sublease of the Premises, and Landlord may collect such rent and
income and apply same toward Tenant’s obligations under this Lease; provided, however, that until
there is an Event of Default by Tenant, Tenant shall have the right to receive and collect the
sublease rentals. Landlord shall not, by reason of this assignment or the collection of sublease
rentals, be deemed liable to the subtenant for the performance of any of Tenant’s obligations
under the sublease. Tenant hereby irrevocably authorizes and directs any subtenant, upon receipt
of a written notice from Landlord stating that an uncured Event of Default exists in the
performance of Tenant’s obligations under this Lease, to pay to Landlord all sums then and
thereafter due under the sublease. Tenant agrees that the subtenant may rely on that notice
without any duty of further inquiry and notwithstanding any notice or claim by Tenant to the
contrary. Tenant shall have no right or claim against the subtenant or Landlord for any rentals
so paid to Landlord.



     (c) In the event of the termination of this Lease for any reason, including
without limitation as the result of an Event of Default by Tenant or by the mutual agreement of
Landlord and Tenant, Landlord may, at its sole option, take over Tenant’s entire interest in any
sublease and, upon notice from Landlord, the subtenant shall attorn to Landlord. In no event,
however, shall Landlord be liable for any previous act or omission by Tenant under the sublease or
for the return of any advance rental payments or deposits under the sublease that have not been
actually delivered to Landlord, nor shall Landlord be bound by any sublease modification executed
without Landlord’s consent or for any advance rental payment by the subtenant in excess of one
month’s rent. The general provisions of this Lease, including without limitation those pertaining
to insurance and indemnification, shall be deemed incorporated by reference into the sublease
despite the termination of this Lease. In the event Landlord does not elect to take over Tenant’s
interest in a sublease in the event of any such termination of this Lease, such sublease shall
terminate concurrently with the termination of this Lease and such subtenant shall have no further
rights under such sublease and Landlord shall have no obligations to such subtenant.



     SECTION 9.4. CERTAIN TRANSFERS. The following shall be deemed to constitute an assignment of
this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in
the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a
limited liability company or a partnership, the transfer, assignment or hypothecation of any stock
or interest in such corporation, association, limited liability company or partnership in excess
of fifty percent (50%) in the aggregate (except for publicly traded shares of stock constituting a
transfer of in excess of fifty percent (50%) in the aggregate, so long as no change in the
controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect
change of control of Tenant. Notwithstanding the foregoing, Landlord’s consent shall not be
required for the assignment of this Lease as a result of a merger by Tenant with or into another
entity or a reorganization of Tenant (collectively, a
“Permitted Transfer”), so long as (i) the net
worth of the successor or reorganized entity after such Permitted Transfer is at least equal to
the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net
worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which,
reasonably satisfactory to Landlord, shall be presented to Landlord prior to Permitted Transfer,
(ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such
Permitted Transfer and such assignment documentation and other information as Landlord may
reasonably require in connection therewith, and (iii) all of the other terms and requirements
Section 9.2 and 9.3 shall apply with respect to such assignment.



ARTICLE X. INSURANCE AND INDEMNITY




     SECTION 10.1. TENANT’S INSURANCE. Tenant, at its sole cost and expense, shall provide and
maintain in effect the insurance described in Exhibit D. Evidence of that insurance must
be delivered to Landlord prior to the Commencement Date.



     SECTION 10.2. LANDLORD’S INSURANCE. Landlord may, at its election, provide any or all of
the
following types of insurance, with or without deductible and in amounts and coverages as may be
determined by Landlord in its sole and absolute discretion: property insurance, subject to
standard exclusions, covering the Building and/or Site, and such other risks as Landlord or its
mortgagees may from time to time deem appropriate, including coverage for the Tenant improvements
constructed by Landlord pursuant to the Work Letter (if any) attached hereto, and commercial
general liability coverage. Landlord shall not be required to carry insurance of any kind on
Tenant’s Alterations or on Tenant’s other property, including, without limitation, trade
fixtures, furnishings, equipment, signs and all other items of personal property, and shall not
be obligated to repair or replace that property should damage occur. All proceeds of insurance
maintained by Landlord upon the Building and or Site shall be the property of Landlord, whether
or not Landlord is obligated to or elects to make any repairs. At Landlord’s option, Landlord may
self-insure all or any portion of the risks for which Landlord elects to provide insurance
hereunder.



     SECTION 10.3. JOINT INDEMNITY.



     (a) To the fullest extent permitted by law, Tenant shall defend, indemnity, protect, save
and hold
harmless Landlord, its agents, and any and all affiliates of Landlord, including, without
limitation, any corporations or other entities controlling, controlled by or under common control
with Landlord, from and against any and all claims, liabilities, costs or expenses arising either
before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building
or the Common Areas, including, without limitation, the use by Tenant, its agents, employees,
invitees or licensees of any recreational facilities within the Common Areas, or from the conduct
of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its
agents, employees, invitees or licensees in or about the Premises, the Building or the Common
Areas, or from any Event of Default in



14









 




the performance of any obligation on Tenant’s part to be performed under this Lease, or from any
act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or
licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action
covered by this Section through counsel satisfactory to Landlord. The provisions of this Section
shall expressly survive the expiration or sooner termination of this
Lease. Tenant’s obligations
under this Section shall not apply in the event that the claim, liability, cost or expense is
caused solely by the active negligence or willful misconduct of
Landlord.




     (b) To the fullest extent permitted by law, but subject to the express limitations on
liability contained
in this Lease (including, without limitation, the provisions of
Sections 10.4, 10.5 and 14.8 of this
Lease), Landlord shall defend, indemnify, protect, save and hold harmless Tenant, its agents and
any and all affiliates of Tenant, including without limitation, any corporations, or other
entities controlling, controlled by or under common control with Tenant, from and against any and
all claims, liabilities, costs or expenses arising either before or after the Commencement Date
from the active negligence or willful misconduct of Landlord, its employees or authorized agents
in connection with the operation, maintenance or repair of the Common
Areas of the Site. The
provisions of this Subsection 10.3(b) shall expressly survive the expiration or sooner termination
of this Lease.



     SECTION 10.4. LANDLORD’S NONLIABILITY. Landlord shall not be liable to Tenant, its employees,
agents and invitees, and Tenant hereby waives all claims against Landlord and knowingly assumes
the risk of for loss of or damage to any property, or loss or interruption of business or income,
or any other loss, cost, damage, injury or liability whatsoever (including without limitation any
consequential damages and lost profit or opportunity costs) resulting from, but not limited to,
Acts of God, acts of civil disobedience or insurrection, acts or omissions of third parties and or
of other tenants within the Site or their agents, employees, contractors, guests or invitees,
fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow
from or into any part of the Premises or from the breakage, leakage, obstruction or other defects
of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works, roof,
windows or other fixtures in the Building, whether the damage or injury results from conditions
arising in the Premises or in the Building. It is understood that any such condition may require
the temporary evacuation or closure of all or a portion of the
Building. Landlord shall have no
liability (including without limitation consequential damages and lost profit or opportunity
costs) and, except as provided in Sections 11.1 and 12.1 below, there shall be no abatement of
rent, by reason of any injury to or interference with Tenant’s business arising from the making of
any repairs, alterations or improvements to any portion of the Building, including repairs to the
Premises, nor shall any related activity by Landlord constitute an actual or constructive
eviction, provided, however, that in making repairs, alterations or improvements, Landlord shall
interfere as little as reasonably practicable with the conduct of Tenant’s business in the
Premises. Should Tenant elect to receive any service or products from a concessionaire, licensee or
third party tenant of Landlord, Landlord shall have no liability for any services or products so
provided or for any breach of contract by such third party provider. Neither Landlord nor its
agents shall be liable for interference with light or other similar
intangible interests. Tenant
shall immediately notify Landlord in case of fire or accident in the Premises, the Building or the
Site and of defects in any improvements or equipment.



     SECTION 10.5. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives all rights of
recovery against the other and the other’s agents on account of loss and damage occasioned to the
property of such waiving party to the extent that the waiving party is entitled to proceeds for
such loss or damage under any property insurance policies earned or required to be earned by the
provisions of this Lease, provided however, that the foregoing waiver shall not apply to the
extent of Tenant’s obligations to pay deductibles under any such
policies and this Lease. By this
waiver it is the intent of the parties that neither Landlord nor Tenant shall be liable to any
insurance company (by way of subrogation or otherwise) insuring the other party for any loss or
damage insured against under any property insurance policies contemplated by this Lease, even
though such loss or damage might be occasioned by the negligence of such party, its agents,
employees, contractors, guests or invitees.



ARTICLE
XI. DAMAGE OR DESTRUCTION




     SECTION 11.1. RESTORATION.



     (a) If more than twenty-five percent (25%) of the Premises or the Building are damaged by any
fire, flood, earthquake or other casualty, Landlord shall have the right to terminate this Lease
upon Written notice to Tenant if: (i) Landlord reasonably determines that proceeds
necessary to pay the full cost of repair are not available from Landlord’s insurance, including
without limitation earthquake insurance, plus such additional amounts Tenant elects, at its
option, to contribute, excluding however the deductible (for which Tenant shall be responsible for
Tenant’s Share), (ii) Landlord reasonably determines that the Premises cannot, with reasonable
diligence, be fully repaired by Landlord (or cannot be safely repaired because of the presence of
hazardous factors, including without limitation Hazardous Materials, earthquake faults, and other
similar dangers) within two hundred seventy (270) days after the date of the damage, (iii) an
uncured Event of Default by Tenant has occurred, or (iv) the material damage occurs
during the final twelve (12) months of the Term. Landlord shall notify Tenant in writing
(“Landlord’s Notice”) within sixty (60) days after the damage occurs as to (A) whether Landlord is
terminating this Lease as a result of such material damage and (B) if Landlord is not terminating
this Lease, the number of days within which Landlord has estimated that the Premises, with
reasonable diligence, are likely to be fully repaired. In the event Landlord elects to terminate
this Lease, this Lease shall terminate as of the date specified for termination by Landlord’s
Notice (which termination date shall in no event be later than sixty (60) days following the date
of the damage, or, if no such date is specified, such termination shall be the date of Landlord’s
Notice).



     (b) If Landlord has the right to terminate this Lease pursuant to Section 11.1 (a) and does
not elect to so terminate this Lease, and provided that at the time of Landlord’s Notice neither
an Event of Default exists nor has Landlord delivered Tenant a notice of any failure by Tenant to
fulfill an obligation under this Lease which, unless cured by Tenant within the applicable grace
period, would constitute an Event of Default, then within ten (10) days



15









 




following delivery of Landlord’s Notice pursuant to Section 11.1(a), Tenant may elect to
terminate this Lease by written notice to Landlord, but only if (i) Landlord’s Notice specifies
that Landlord has determined that the Premises cannot be repaired, with reasonable diligence,
within two hundred seventy (270) days after the date of damage or (ii) the casualty has occurred
within the final twelve (12) months of the Term and such material damage has a materially adverse
impact on Tenant’s continued use of the Premises. If Tenant fails to provide such termination
notice within such ten (10) day period, Tenant shall be deemed to have waived any termination
right under this Section 11.1(b) or any other applicable law.




     (c) In the event that neither Landlord nor Tenant terminates this Lease pursuant
to this Section 11.1 as a result of material damage to the
Building or Premises resulting from a
casually, Landlord shall repair all material damage to the Premises or the Building as soon as
reasonably possible and this Lease shall continue in effect for the remainder of the Term.
Subject to any provision to the contrary in the Work Letter, such repair by Landlord shall
include repair of material damage to the Tenant Improvements constructed pursuant to the Work
Letter, so long as insurance proceeds from insurance required to be carried by Tenant are made
available to Landlord. Landlord shall have the right, but not the obligation, to repair or
replace any other leasehold improvements made by Tenant or any Alterations (as defined in Section
7.3) constructed by Tenant. If Landlord elects to repair or replace such leasehold improvements
and/or Alterations, all insurance proceeds available for such repair or replacement shall be made
available to Landlord. Landlord shall have no liability to Tenant in the event that the Premises
or the Building has not been fully repaired within the time period specified by Landlord in
Landlord’s Notice to Tenant as described in Section 11.1(a), Notwithstanding the foregoing, the
repair of damage to the Premises to the extent such damage is not material shall be governed by
Sections 7.1 and 7.2.



     (d) Commencing on the date of such material damage to the Building, and ending on the sooner
of the date the damage is repaired or the date this Lease is terminated, the rental to be paid
under this Lease shall be abated in the same proportion that the Floor Area of the Premises that
is rendered unusable by the damage from time to time bears to the total Floor Area of the
Premises, as determined by Landlord, but only to the extent that any business interruption
insurance proceeds are received by Landlord therefor from Tenant’s insurance described in
Exhibit D.



     (e) Landlord shall not be required to repair or replace any improvements or
fixtures that Tenant is obligated to repair or replace pursuant to Section 7.1 or any other
provision of this Lease and Tenant shall continue to be obligated to so repair or replace any such
improvements or fixtures, notwithstanding any provisions to the contrary in this Article XI. In
addition, but subject to the provisions of Section 10.5, in the event the damage or destruction to
the Premises or Building are due in substantial part to the fault or neglect of Tenant or its
employees, subtenants, invitees or representatives, the costs of such repairs or replacement to
the Premises or Building shall be borne by Tenant and in addition, Tenant shall not be entitled to
terminate this Lease as a result, notwithstanding the provisions of Section 11.1(b).



     (f) Tenant shall fully cooperate with Landlord in removing Tenant’s personal property and any
debris from the Premises to facilitate all inspections of the Premises and the making of any
repairs. Notwithstanding anything to the contrary contained in this Lease, if Landlord in good
faith believes there is a risk of injury to persons or damage to property from entry into the
Building or Premises following any damage or destruction thereto, Landlord may restrict entry into
the Building or the Premises by Tenant, its employees, agents and contractors in a
non-discriminatory manner, without being deemed to have violated Tenant’s rights of quiet
enjoyment to, or made an unlawful detainer of, or evicted Tenant from, the Premises. Upon request,
Landlord shall consult with Tenant to determine if there are safe methods of entry into the
Building or the Premises solely in order to allow Tenant to retrieve files, data in computers, and
necessary inventory, subject however to all indemnities and waivers of liability from Tenant to
Landlord contained in this Lease and any additional indemnities and waivers of liability which
Landlord may require.



     SECTION 11.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including
without limitation Section 11.1, shall govern any damage or destruction and shall accordingly
supersede any contrary statute or rule of law.



ARTICLE XII. EMINENT DOMAIN




     SECTION 12.1. TOTAL OR PARTIAL TAKING. If more than twenty-five percent (25%) of the Premises
is taken by any lawful authority by exercise of the right of eminent domain, or sold to prevent a
taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is
required to be surrendered to the authority. In the event neither party has elected to terminate
this Lease as provided above, then Landlord shall promptly, after receipt of the condemnation
award, proceed to restore the Premises to substantially their condition prior to the taking, and a
proportionate allowance shall be made to Tenant for the rent corresponding to the time during
which, and to the part of the Premises of which, Tenant is deprived on account of the taking and
restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the
condemnation award without deduction for any estate or interest of Tenant; provided that nothing
in this Section shall be deemed to give Landlord any interest in, or
prevent Tenant from seeking
any award against the taking authority for, the taking of personal property and fixtures belonging
to Tenant or for relocation or business interruption expenses recoverable from the taking
authority.



     SECTION 12.2. TEMPORARY TAKING. No temporary taking of the Premises shall terminate this
Lease or give Tenant any right to abatement of rent, and any award specifically attributable to a
temporary taking of the Premises shall belong entirely to Tenant. A temporary taking shall be
deemed to be a taking of the use or occupancy of the Premises for a period of not to exceed ninety
(90) days.



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     SECTION 123. TAKING OF PARKING AREA. In the event there shall be a taking of the parking
area of the Site such that more than ten percent (10%) of the vehicle parking spaces are taken,
Landlord may substitute reasonably equivalent parking in a location reasonably close to the
Building; provided that if Landlord fails to make that substitution within ninety (90) days
following the taking and if the taking materially impairs Tenant’s use and enjoyment of the
Premises, Tenant may, at its option, terminate this Lease by written notice to Landlord. If this
Lease is not so terminated by Tenant, there shall be no abatement of rent and this Lease shall
continue in effect.



ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS




     SECTION 13.1. SUBORDINATION. At the option of Landlord or any lender of Landlord’s that
obtains a security interest in the Building, this Lease shall be either superior or subordinate to
all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect
the Building, and to all renewals, modifications, consolidations, replacements and extensions
thereof; provided, that so long as no Event of Default exists under this Lease, Tenant’s
possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not
terminate in the event of termination of any such ground or underlying lease, or the foreclosure
of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this
Section. Tenant shall execute and deliver any commercially reasonable documents or agreements
requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance
protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall
become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and
conditions as are contained in this Lease, and shall execute any instrument reasonably required by
Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord,
execute and deliver those commercially reasonable instruments as may be reasonably required from
time to time to subordinate the rights of Tenant under this Lease to any ground or underlying
lease or to the lien of any mortgage or deed of trust (provided that such instruments include the
nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to
subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or
deed of trust to this Lease. Tenant agrees that any purchaser at a foreclosure sale or lender
taking title under a deed-in-lieu of foreclosure shall not be responsible for any act or omission
of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a
prior landlord, and shall not be liable for the return of the security deposit to the extent it is
not actually received by such purchaser or bound by any rent paid for more than the current month
in which the foreclosure occurred.



     SECTION 13.2. ESTOPPEL CERTIFICATE.



     Upon not less than ten (10) days prior written request, Landlord and Tenant agree to execute,
acknowledge and deliver to the requesting party, in any form that may be reasonably required, a
statement writing (i) certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of the modification and certifying that this Lease, as modified,
is in full force and effect) and the dates to which the rental, additional rent and other charges
have been paid in advance, if any, and (ii) acknowledging that, to such party’s knowledge, there
are no uncured defaults on the part of the requesting party, or specifying each default if any are
claimed, and (iii) setting forth all further information the requesting party may reasonably
require. Such statement may be relied upon by any third party for whose benefit such statement is
being issued, including, without limitation, any prospective purchaser or encumbrancer of all or
any portion of the Building or Site.



     SECTION 13.3. FINANCIALS.



     (a) Tenant shall deliver to Landlord, prior to the execution of this Lease and thereafter at
any time upon Landlord’s request, Tenant’s current tax returns and financial statements, certified
true, accurate and complete by the chief financial officer of Tenant, including a balance sheet
and profit and loss statement for the most recent prior year, or, in the event Tenant is a
publicly traded corporation on a nationally recognized stock exchange, Tenant’s current financial
reports filed with the Securities and Exchange Commission (collectively, the “Statements”), which
Statements shall accurately and completely reflect the financial condition of Tenant. Landlord
agrees that it will keep the Statements confidential, except that Landlord shall have the right to
deliver the same to any proposed purchaser of the Building or Site, and to any encumbrancer of all
or any portion of the Building or Site.



     (b) Tenant acknowledges that Landlord is relying on the Statements in its determination to
enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed
made on the date of this Lease and again on the Commencement Date, that no material change in the
financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant
delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be
correct and to accurately and fully reflect Tenant’s true financial condition as of the date of
submission by any Statements to Landlord.



ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES




     SECTION 14.1. TENANT’S DEFAULTS. In addition to any other breaches of this Lease which are
defined as Events of Default in this Lease, the occurrence of any one or more of the following
events shall constitute an Event of Default by Tenant



     (a) The failure by Tenant to make any payment of Basic Rent or additional rent required to
be made
by Tenant, as and when due, where the failure continues for a period of three (3) days after
written notice from Landlord to Tenant; provided, however, that any such notice shall be in lieu
of, and not in addition to, any notice required under California Code of Civil Procedure Section
1161 and 1161(a) as amended. For purposes of these



17









 




Events of Default and remedies provisions, the term “additional rent” shall be deemed to include
all amounts of any type whatsoever other than Basic Rent to be paid by Tenant pursuant to the
terms of this Lease.




     (b) The assignment, sublease, encumbrance or other transfer of this Lease by Tenant, either
voluntarily or by operation of law, whether by judgment, execution, transfer by intestacy or
testacy, or other means, without the prior written consent of Landlord when consent is required
by this Lease.



     (c) The discovery by Landlord that any financial statement provided by Tenant, or
by any affiliate, successor or guarantor of Tenant, was materially false.



     (d) The failure of Tenant to timely and fully provide any subordination agreement, estoppel
certificate or financial statements in accordance with the
requirements of Article XIII.



     (e) The failure or inability by Tenant to observe or perform any of the express or implied
covenants or provisions of this Lease to be observed or performed by Tenant, other than as
specified in this Section 14.1, where the failure continues for a period of thirty (30) days
after written notice from Landlord to Tenant or such shorter period as is specified in any other
provision of this Lease; provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil Procedure Section 1161 and
1161(a) as amended. However, if the nature of the failure is such that more than thirty (30) days
are reasonably required for its cure, then Tenant shall not be deemed to have committed an Event
of Default if Tenant commences the cure within thirty (30) days, and thereafter diligently
pursues the cure to completion.



     (f) (i) The making by Tenant of any general assignment for the benefit of creditors; (ii) the
filing by or against Tenant of a petition to have Tenant adjudged a Chapter 7 debtor under the
Bankruptcy Code or to have debts discharged or a petition for reorganization or arrangement under
any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same
is dismissed within thirty (30) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest
in this Lease, if possession is not restored to Tenant within thirty (30) days; (iv) the
attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at
the Premises or of Tenant’s interest in this Lease, where the seizure is not discharged within
thirty (30) days; (v) Tenant’s convening of a meeting of its creditors for the purpose of
effecting a moratorium upon or composition of its debts or (vi) the failure of Tenant to pay its
material obligations to creditors as and when they become due and payable, other than as a result
of a good faith dispute by Tenant as to the amount due to such creditors. Landlord shall not be
deemed to have knowledge of any event described in this Section 14.1(f) unless notification in
writing is received by Landlord, nor shall there be any presumption attributable to Landlord of
Tenant’s insolvency. In the event that any provision of this Section 14.1(f) is contrary to
applicable law, the provision shall be of no force or effect.



     SECTION 14.2. LANDLORD’S REMEDIES.



     (a) If an Event of Default by Tenant occurs, then in addition to any other
remedies available to
Landlord, Landlord may exercise the following remedies:



          (i) Landlord may terminate Tenant’s right to possession of the Premises by any
lawful
means, in which case this Lease shall terminate and Tenant shall immediately surrender possession
of the Premises to Landlord. Such termination shall not affect any accrued obligations of Tenant
under this Lease. Upon termination, Landlord shall have the right to reenter the Premises and
remove all persons and property. Landlord shall also be entitled to recover from Tenant:




               (1) The worth at the time of award of the unpaid Basic Rent and additional rent which had
been earned at the time of termination;



               (2) The worth at the time of award of the amount by which the unpaid Basic Rent and
additional rent which would have been earned after termination until the time of award exceeds
the amount of such loss that Tenant proves could have been reasonably avoided;



               (3) The worth at the time of award of the amount by which the unpaid Basic Rent and
additional rent for the balance of the Term after the time of award exceeds the amount of such
loss that Tenant proves could be reasonably avoided;



               (4) Any other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary
course of things would be likely to result from Tenant’s Event of Default, including, but not
limited to, the cost of recovering possession of the Premises, refurbishment of the Premises,
marketing costs, commissions and other expenses of reletting, including necessary repair, the
unamortized portion of any tenant improvements and brokerage commissions funded by Landlord in
connection with this Lease, reasonable attorneys’ fees, and any other reasonable costs; and



               (5) At Landlord’s election, all other amounts in addition to or in lieu of the foregoing as
may be permitted by law. The term “rent” as used in the Lease shall be deemed to mean the Basic
Rent, Tenant’s Share of Operating Expenses and any other sums required to be paid by Tenant to
Landlord pursuant to the terms of this Lease, including, without limitation, any sums that may be
owing from Tenant pursuant to Section 4.3 of this Lease. Any sum, other than Basic Rent, shall be
computed on the basis of the average monthly amount accruing during the twenty-four (24) month
period immediately prior to the Event of Default, except that if it becomes necessary to compute
such rental before the twenty-four (24) month period has occurred, then the




18











 




computation shall be on the basis of the average monthly amount during the shorter period. As
used in Sections 14.2(a)(i) (1) and (2) above, the “worth at the time of award” shall be computed
by allowing interest at the rate of ten percent (10%) per annum. As used in Section 14.2(a)(i)(3)
above, the “worth at the time of award” shall be computed by discounting the amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).




          (ii) Landlord may elect not to terminate Tenant’s right to possession of the Premises, in
which event Landlord may continue to enforce all of its rights and remedies under this Lease,
including the right to collect all rent as it becomes due. Efforts by the Landlord to maintain,
preserve or relet the Premises, or the appointment of a receiver to protect the Landlord’s
interests under this Lease, shall not constitute a termination of the Tenant’s right to
possession of the Premises. In the event that Landlord elects to avail itself of the remedy
provided by this Section 14.2(a)(ii), Landlord shall not unreasonably withhold or condition its
consent to an assignment or subletting of the Premises subject to the reasonable standards for
Landlord’s consent as are contained in this Lease.




     (b) Landlord shall be under no obligation to observe or perform any covenant of this Lease
on its part to be observed or performed which accrues after the date of any Event of Default by
Tenant unless and until the Event of Default is cured by Tenant, it being understood and agreed
that the performance by Landlord of its obligations under this Lease are expressly conditioned
upon Tenant’s full and timely performance of its obligations under this Lease. The various rights
and remedies reserved to Landlord in this Lease or otherwise shall be cumulative and, except as
otherwise provided by California law, Landlord may pursue any or all of its rights and remedies
at the same time.



     (c) No delay or omission of Landlord to exercise any right or remedy shall be
construed as a waiver of the right or remedy or of any breach or Event of Default by Tenant. The
acceptance by Landlord of rent shall not be a (i) waiver of any preceding breach or Event of
Default by Tenant of any provision of this Lease, other than the failure of Tenant to pay the
particular rent accepted, regardless of Landlord’s knowledge of the preceding breach or Event of
Default at the time of acceptance of rent, or (ii) a waiver of Landlord’s right to exercise any
remedy available to Landlord by virtue of the breach or Event of Default. The acceptance of any
payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of
Tenant or Tenant’s estate shall not waive or cure a breach or Event of Default under Section 14.1.
No payment by Tenant or receipt by Landlord of a lesser amount than the rent required by this
Lease shall be deemed to be other than a partial payment on account of the earliest due stipulated
rent, nor shall any endorsement or statement on any check or letter be deemed an accord and
satisfaction and Landlord shall accept the check or payment without prejudice to Landlord’s right
to recover the balance of the rent or pursue any other remedy available to it. No act or thing
done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender
of the Premises, and no agreement to accept a surrender shall be valid unless in writing and
signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept
the keys to the Premises prior to the termination of this Lease, and the delivery of the keys to
any employee shall not operate as a termination of this Lease or a surrender of the Premises.



     (d) Any agreement for free or abated rent or other charges, or for the giving or paying by
Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s
entering into this Lease (“Inducement Provisions”) shall be deemed conditioned upon Tenant’s full
and faithful performance of the terms, covenants and conditions of this Lease. Upon an Event of
Default under this Lease by Tenant, any such Inducement Provisions shall automatically be deemed
deleted from this Lease and of no further force or effect and the amount of any rent reduction or
abatement or other bonus or consideration already given by Landlord or received by Tenant as an
Inducement shall be immediately due and payable by Tenant to Landlord, notwithstanding any
subsequent cure of said Event of Default by Tenant. The acceptance by Landlord of rent or the cure
of the Event of Default which initiated the operation of this Section 14.1 shall not be deemed a
waiver by Landlord of the provisions of this Section 14.2(d).



     SECTION 143. LATE PAYMENTS.




     (a) Any payment due to Landlord under this Lease, including without limitation Basic Rent,
Tenant’s Share of Operating Expenses or any other payment due to Landlord under this Lease, that
is not received by Landlord within ten (10) days following the date due shall bear interest at
the maximum rate permitted by law from the date due until fully paid. The payment of interest
shall not cure any breach or Event of Default by Tenant under this Lease. In addition, Tenant
acknowledges that the late payment by Tenant to Landlord of Basic Rent and Tenant’s Share of
Operating Expenses will cause Landlord to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult and impracticable to ascertain. Those costs may
include, but are not limited to, administrative, processing and accounting charges, and late
charges which may be imposed on Landlord by the terms of any ground lease, mortgage or trust deed
covering the Premises. Accordingly, if any Basic Rent or Tenant’s Share of Operating Expenses due
from Tenant shall not be received by Landlord or Landlord’s designee within ten (10) days
following the date due, then Tenant shall pay to Landlord, in addition to the interest provided
above, a late charge, which the Tenant agrees is reasonable, in a sum equal to the greater of
five percent (5%) of the amount overdue or Two Hundred Fifty Dollars ($250.00) for each
delinquent payment. Acceptance of a late charge by Landlord shall not constitute a waiver of
Tenant’s breach or Event of Default with respect to the overdue
amount, nor shall it prevent
Landlord from exercising any of its other rights and remedies.



     (b) Following
each second installment of Basic Rent and or the payment of Tenant’s Share of
Operating Expenses within any twelve (12) month period that is not paid within ten (10) days
following the date due, Landlord shall have the option (i) to require that beginning with the
first payment of Basic Rent next due, Basic Rent and the Tenant’s Share of Operating Expenses
shall no longer be paid in monthly installments but shall be payable quarterly three (3) months in
advance and or (ii) to require that Tenant increase the amount, if any, of the



19









 







Security
Deposit by one hundred percent (100%). Should Tenant deliver to Landlord, at any time
during the Term, two (2) or more insufficient checks, the Landlord may require that all monies
then and thereafter due from Tenant be paid to Landlord by cashier’s check. If any check for any
payment to Landlord hereunder is returned by the bank for any reason, such payment shall not be
deemed to have been received by Landlord and Tenant shall be responsible for any applicable late
charge, interest payment and the charge to Landlord by its bank for such returned check. Nothing
in this Section shall be construed to compel Landlord to accept Basic Rent, Tenant’s Share of
Operating Expenses or any other payment from Tenant if there exists an Event of Default unless
such payment fully cures any and all such Event of Default. Any acceptance of any such payment
shall not be deemed to waive any other right of Landlord under this Lease. Any payment by Tenant
to Landlord may be applied by Landlord, in its sole and absolute discretion, in any order
determined by Landlord to any amounts then due to Landlord.



     SECTION
14.4. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be performed by
Tenant under this Lease shall be performed at Tenant’s sole cost and expense and without any
abatement of rent or right of set-off. If Tenant fails to pay any sum of money, other than rent
payable to Landlord, or fails to perform any other act on its part to be performed under this
Lease, and the failure continues beyond any applicable grace period set forth in Section 14.1,
then in addition to any other available remedies, Landlord may, at its election make the payment
or perform the other act on Tenant’s part and Tenant hereby grants Landlord the right to enter
onto the Premises in order to carry out such performance. Landlord’s election to make the payment
or perform the act on Tenant’s part shall not give rise to any responsibility of Landlord to
continue making the same or similar payments or performing the same or similar acts nor shall
Landlord be responsible to Tenant for any damage caused to Tenant as the result of such
performance by Landlord, Tenant shall, promptly upon demand by Landlord, reimburse Landlord for
all sums paid by Landlord and all necessary incidental costs, together with interest at the
maximum rate permitted by law from the date of the payment by Landlord.



     SECTION 14.5. DEFAULT BY LANDLORD. Landlord shall not be deemed to be in default in the
performance of any obligation under this Lease, and Tenant shall have no rights to take any action
against Landlord, unless and until Landlord has failed to perform the obligation within thirty
(30) days after written notice by Tenant to Landlord specifying in reasonable detail the nature
and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such
that more than thirty (30) days are required for its performance, then Landlord shall not be
deemed to be in default if it commences performance within the thirty (30) day period and
thereafter diligently pursues the cure to completion. In the event of Landlord’s default under this
Lease, Tenant’s sole remedies shall be to seek damages or specific performance from Landlord,
provided that any damages shall be limited to Tenant’s actual out-of-pocket expenses and shall in
no event include any consequential damages, lost profits or opportunity costs.



     SECTION 14.6. EXPENSES AND LEGAL FEES. All sums reasonably incurred by Landlord in connection
with any Event of Default by Tenant under this Lease or holding over of possession by Tenant after
the expiration or earlier termination of this Lease, or any action related to a filing for
bankruptcy or reorganization by Tenant, including without limitation all costs, expenses and
actual accountants, appraisers, attorneys and other professional fees, and any collection agency
or other collection charges, shall be due and payable to Landlord on demand, and shall bear
interest at the rate of ten percent (10%) per annum. Should either Landlord or Tenant bring any
action in connection with this Lease, the prevailing party shall be entitled to recover as a part
of the action its reasonable attorneys’ fees, and all other costs. The prevailing party for the
purpose of this Section shall be determined by the trier of the facts.



     SECTION 14.7. WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE
OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY,
AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER
(AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES)
ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR
OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE. FURTHERMORE, THIS WAIVER AND
RELEASE OF ALL RIGHTS TO A JURY TRIAL IS DEEMED TO BE INDEPENDENT OF EACH AND EVERY OTHER
PROVISION, COVENANT, AND/OR CONDITION SET FORTH IN THIS LEASE.



     SECTION 14.8. SATISFACTION OF JUDGMENT. The obligations of Landlord do not constitute the
personal obligations of the individual partners, trustees, directors, officers or shareholders of
Landlord or its constituent partners. Should Tenant recover a money judgment against Landlord,
such judgment shall be satisfied only from the interest of Landlord in the Site and out of the
rent or other income from such property receivable by Landlord or out of consideration received
by Landlord from the sale or other disposition of all or any part of Landlord’s right, title or
interest in the Site and no action for any deficiency may be sought or obtained by Tenant.



ARTICLE XV. END OF TERM




     SECTION 15.1. HOLDING OVER This Lease shall terminate without further notice upon the
expiration of the Term, and any holding over by Tenant after the expiration shall not constitute a
renewal or extension of this Lease, or give Tenant any rights under this Lease, except when in
writing signed by both parties. Any period of time following the Expiration Date or earlier
termination of this Lease required for Tenant to remove its property or to place the Premises in
the condition required pursuant to Section 15.3 (or for Landlord to do so if Tenant fails to do
so) shall be deemed a holding over by Tenant. If Tenant holds over for any period after the
Expiration Date (or earlier termination) of the Term without the prior written consent of
Landlord, such possession shall constitute a tenancy at sufferance only and an Event of Default
under this Lease; such holding over with the



20









 







prior written consent of Landlord shall constitute a month-to-month tenancy commencing on the
first (1st) day following the termination of this Lease and terminating thirty (30) days
following delivery of written notice of termination by either Landlord or Tenant to the other .
In either of such events, possession shall be subject to all of the terms of this Lease, except
that the monthly Basic Rent shall be the greater of: (a) one hundred fifty percent (150%) of the
Basic Rent for the month immediately preceding the date of termination for the initial three (3)
months of holdover, and two hundred percent (200%) of the Basic Rent for the month immediately
preceding the date of termination for each month of holdover thereafter, or (b) the fair market
rental for the Premises. If Tenant fails to surrender the Premises upon the expiration of this
Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from
all loss or liability, including without limitation, any claims made by any succeeding tenant
relating to such failure to surrender Acceptance by Landlord of rent after the termination shall
not constitute a consent to a holdover or result in a renewal of this
Lease. The foregoing
provisions of this Section are in addition to and do not affect Landlord’s right of re-entry or
any other rights of Landlord under this Lease or at law.



     SECTION 15.2. MERGER ON TERMINATION. The voluntary or other surrender of this Lease by
Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases
unless Landlord, at its option, elects in writing to treat the surrender or termination as an
assignment to it of any or all subleases affecting the Premises.



     SECTION 15.3. SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Subject to the provisions of 7.3 of
this Lease, upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall
quit and surrender possession of the Premises to Landlord in as good order, condition and repair
as when received or as hereafter may be improved by Landlord or, Tenant, reasonable wear and tear
and repairs which are Landlord’s obligation excepted, and shall, without expense to Landlord,
remove or cause to be removed from the Premises all personal property and debris, except for any
items that Landlord may by written authorization allow to remain. Tenant shall repair all damage to
the Premises resulting from the removal, which repair shall include the patching and filling of
holes and repair of structural damage, provided that Landlord may instead elect to repair any
structural damage and Tenant shall promptly reimburse Landlord for all reasonable costs of such
repair. If Tenant shall fail to comply with the provisions of this Section, Landlord may effect the
removal and/or make any repairs, and the cost to Landlord shall be additional rent payable by
Tenant upon demand. If Tenant fails to remove Tenant’s personal properly from the Premises upon the
expiration of the Term, Landlord may remove, store, dispose of and/or retain such personal
property, at Landlord’s option, in accordance with then applicable laws, all at the expense of
Tenant. If requested by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an
instrument in writing releasing and quitclaiming to Landlord all right, title and interest of
Tenant in the Premises.



ARTICLE XVI. PAYMENTS AND NOTICES




     All sums payable by Tenant to Landlord shall be deemed to be rent under this Lease and shall
be paid, without deduction or offset, in lawful money of the United States to Landlord at its
address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may
designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment
of Basic Rent and the Tenant’s Share of Operating Costs pursuant to Sections 4.1 and 4 2, all
payments shall be due and payable within ten (10) days after
demand. All payments requiring
proration shall be prorated on the basis of a thirty (30) day month and a three hundred sixty
(360) day year. Any notice, election, demand, consent, approval or other communication to be given
or other document to be delivered by either party to the other may be delivered in person or by
courier or overnight delivery service to the other party, or may be deposited in the United States
mail, duly registered or certified, postage prepaid, return receipt requested, and addressed to
the other party at the address set forth in Item 12 of the Basic Lease Provisions, or if to
Tenant, at that address or, from and after the Commencement Date, at the Premises (whether or not
Tenant has departed from, abandoned or vacated the Premises), if no other address is provided.
 Either party may, by written notice to the other, served in the manner provided in this Article,
designate a different address. If any notice or other document is sent by mail, it shall be deemed
served or delivered seventy-two (72) hours after mailing. If  more than one person or entity is named
as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service
upon all of them,



ARTICLE XVII. RULES AND REGULATIONS




     Tenant agrees to observe faithfully and comply strictly with the Rules and Regulations,
attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications
and/or additions as may be adopted and published by written notice to tenants by Landlord for the
safety, care, security, good order, or cleanliness of the Premises, Building, Site and Common
Areas. Landlord shall not be liable to Tenant for any violation of the Rules and Regulations or
the breach of any covenant or condition in any lease by any other tenant or such tenant’s agents,
employees, contractors, guests or invitees. One or more waivers by Landlord of any breach of the
Rules and Regulations by Tenant or by any other tenant(s) shall not be a waiver of any subsequent
breach of that rule or any other. Tenant’s failure to keep and observe a material provision of the
Rules and Regulations shall constitute a breach of this Lease. In the case of any conflict between
the Rules and Regulations and this Lease, this Lease shall be
controlling.



ARTICLE XVIII. BROKER’S COMMISSION




     The
parties recognize as the broker(s) who negotiated this Lease the firm(s), if any, whose
name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree that Landlord shall be
responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided
in this Lease. Tenant warrants that it has had no dealings with any other real estate broker or
agent in connection with the negotiation of this Lease, and Tenant agrees to indemnify and hold
Landlord harmless from any cost, expense or liability (including reasonable attorneys’




21











 




fees) for any compensation, commissions or charges claimed by any other real estate broker or
agent employed or claiming to represent or to have been employed by Tenant in connection with the
negotiation of this Lease. The foregoing agreement shall survive the
termination of this Lease. If
Tenant fails to take possession of the Premises or if this Lease otherwise terminates prior to
the Expiration Date as the result of failure of performance by Tenant, Landlord shall be entitled
to recover from Tenant the unamortized portion of any brokerage commission funded by Landlord in
addition to any other damages to which Landlord may be entitled.




ARTICLE XIX. TRANSFER OF LANDLORD’S INTEREST




     In the event of any transfer of Landlord’s interest in the Premises, the transferor shall be
automatically relieved of all further obligations on the part of Landlord, and the transferor
shall be relieved of any obligation to pay any funds in which Tenant has an interest to the extent
that such funds have been turned over, subject to that interest, to the transferee and Tenant is
notified of the transfer as required by law. No beneficiary of a deed of trust to which this
Lease is or may be subordinate, and no landlord under a so-called sale-leaseback, shall be
responsible in connection with the Security Deposit, unless the mortgagee or beneficiary under the
deed of trust or the landlord actually receives the Security Deposit. It is intended that the
covenants and obligations contained in this Lease on the part of Landlord shall, subject to the
foregoing, be binding on Landlord, its successors and assigns, only during and in respect to their
respective successive periods of ownership.



ARTICLE XX. INTERPRETATION




     SECTION 20.1. GENDER AND NUMBER, Whenever the context of this Lease requires, the words
“Landlord” and “Tenant” shall include the plural as well as the singular, and words used in
neuter, masculine or feminine genders shall include the others.



     SECTION 20.2. HEADINGS. The captions and headings of the articles and sections of this Lease
are for convenience only, are not apart of this Lease and shall have no effect upon its
construction or interpretation.



     SECTION
20.3. JOINT AND SEVERAL LIABILITY. If more than one person or entity is named as
Tenant, the obligations imposed upon each shall be joint and several and the act of or notice
from, or notice or refund to, or the signature of, any one or more of them shall be binding on all
of them with respect to the tenancy of this Lease, including, but not limited to, any renewal,
extension, termination or modification of this Lease.



     SECTION 20.4. SUCCESSORS. Subject to Articles IX and XIX, all rights and liabilities given to
or imposed upon Landlord and Tenant shall extend to and bind their respective heirs, executors,
administrators, successors and assigns. Nothing contained in this Section is intended, or shall be
construed, to grant to any person other than Landlord and Tenant and their successors and assigns
any rights or remedies under this Lease.



     SECTION 20.5. TIME OF ESSENCE. Time is of the essence with respect to the performance of
every provision of this Lease.



     SECTION 20.6. CONTROLLING LAW/VENUE. This Lease shall be governed by and interpreted in
accordance with the laws of the State of California. Any litigation commenced concerning any
matters whatsoever arising out of or in any way connected to this Lease shall be initiated in the
Superior Court of the county in which the Site is located.



     SECTION 20.7. SEVERABILITY. If any term or provision of this Lease, the deletion of which
would not adversely affect the receipt of any material benefit by either party or the deletion of
which is consented to by the party adversely affected, shall be held invalid or unenforceable to
any extent, the remainder of this Lease shall not be affected and each term and provision of this
Lease shall be valid and enforceable to the fullest extent permitted
by law.



     SECTION 20.8. WAIVER AND CUMULATIVE REMEDIES. One or more waivers by Landlord or Tenant of
any breach of any term, covenant or condition contained in this Lease shall not be a waiver of any
subsequent breach of the same or any other term, covenant or
condition. Consent to any act by one
of the parties shall not be deemed to render unnecessary the obtaining of that party’s consent to
any subsequent act. No breach by Tenant of this Lease shall be deemed to have been waived by
Landlord unless the waiver is in a writing signed by Landlord. The
rights and remedies of Landlord
under this Lease shall be cumulative and in addition to any and all other rights and remedies
which Landlord may have.



     SECTION 20.9. INABILITY TO PERFORM. In the event that either party shall be delayed or
hindered in or prevented from the performance of any work or in performing any act required under
this Lease by reason of any cause beyond the reasonable control of that party, other than
financial inability, then the performance of the work or the doing of the act shall be excused
for the period of the delay and the time for performance shall be extended for a period
equivalent to the period of the delay. The provisions of this Section shall not operate to excuse
Tenant from the prompt payment of rent or from the timely performance of any other obligation
under this Lease within Tenant’s reasonable control.



     SECTION 20.10. ENTIRE AGREEMENT. This Lease and its exhibits and other attachments cover in
full each and every agreement of every kind between the parties concerning the Premises, the
Building and the Site, and all preliminary negotiations, oral agreements, understandings and/or
practices, except those contained in this Lease, are superseded and
of no further effect. Tenant
waives its rights to rely on any representations or promises made by Landlord or others which are
not contained in this Lease. No verbal agreement or implied covenant shall be held to modify the
provisions of this Lease, any statute, law, or custom to the contrary
notwithstanding.



22









 





     SECTION 20.11. QUIET ENJOYMENT. Upon the observance and performance of all the covenants,
terms and conditions on Tenant’s part to be observed and performed, and subject to the other
provisions of this Lease, Landlord hereby covenants that Tenant shall have the right of quiet
enjoyment and use of the Premises for the Term without hindrance or interruption by Landlord or
any other person claiming by or through Landlord.



     SECTION
20.12. SURVIVAL. All covenants of Landlord or Tenant which reasonably would be
intended to survive the expiration or sooner termination of this Lease, including without
limitation any warranty or indemnity hereunder, shall so survive and continue to be binding upon
and inure to the benefit of the respective parties and their
successors and assigns.



     SECTION 20.13. INTERPRETATION. This Lease shall not be construed in favor of or against
either party, but shall be construed as if both parties prepared this
Lease.



ARTICLE XXI. EXECUTION AND RECORDING




     SECTION 21.1. COUNTERPARTS. This Lease may be executed in one or more counterparts, each of
which shall constitute an original and all of which shall be one and
the same agreement.



     SECTION 21.2. CORPORATE, LIMITED LIABILITY COMPANY AND PARTNERSHIP
AUTHORITY. If either party is a corporation, limited liability company or partnership, each
individual executing this Lease on behalf of such corporation, limited liability company or
partnership represents and warrants that he or she is duly authorized to execute and deliver this
Lease on behalf of such corporation, limited liability company or partnership, and that this Lease
is binding upon the corporation, limited liability company or partnership in accordance with its
terms. Tenant shall, at Landlord’s request, deliver a certified copy of its board of directors’
resolution, operating agreement or partnership agreement or certificate authorizing or evidencing
the execution of this Lease.



     SECTION
21.3. EXECUTION OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant
shall be for examination purposes only, and shall not constitute an offer to or option for Tenant
to lease the Premises. Execution of this Lease by Tenant and its return to Landlord shall not be
binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and
delivered this Lease to Tenant, it being intended that this Lease shall only become effective upon
execution by Landlord and delivery of a fully executed counterpart to
Tenant.



     SECTION 21.4. RECORDING. Tenant shall not record this Lease without the prior written consent
of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a “short form”
memorandum of this Lease for recording purposes.



     SECTION 21.5. AMENDMENTS. No amendment or termination of this Lease shall be effective unless
in writing signed by authorized signatories of Tenant and Landlord, or by their respective
successors in interest. No actions, policies, oral or informal arrangements, business dealings or
other course of conduct by or between the parties shall be deemed to modify this Lease in any
respect.



     SECTION
21.6. EXECUTED COPY. Any fully executed photocopy or similar reproduction of this
Lease shall be deemed an original for all purposes.



     SECTION 21.7. ATTACHMENTS: All exhibits, amendments, riders and addenda attached to this
Lease are hereby incorporated into and made a part of this Lease.



ARTICLE XXII. MISCELLANEOUS




     SECTION 22.1. NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees that the terms of
this Lease are confidential and constitute proprietary information of
Landlord. Disclosure of the
terms could adversely affect the ability of Landlord to negotiate other leases and impair
Landlord’s relationship with other tenants. Accordingly, Tenant agrees that it, and its partners,
officers, directors, employees and attorneys, shall not intentionally and voluntarily disclose, by
public filings or otherwise, the terms and conditions of this Lease (“Confidential Information”)
to any third party, either directly or indirectly, without the prior written consent of Landlord,
which consent may be given or withheld in Landlord’s sole and
absolute discretion. The foregoing
restriction shall not apply if either: (i) Tenant is required to disclose the Confidential
Information in response to a subpoena or other regulatory,
administrative or court order, (ii)
independent legal counsel to Tenant delivers a written opinion to Landlord that Tenant is required
to disclose the Confidential Information to, or file a copy of this Lease with, any governmental
agency or any stock exchange; provided however, that in such event, Tenant shall, before making
any such disclosure (A) provide Landlord with prompt written notice of such required disclosure,
(B) at Tenant’s sole cost, take all reasonable legally available steps to resist or narrow such
requirement, including without limitation preparing and filing a request for confidential
treatment of the Confidential Information and (C) if disclosure of the Confidential Information is
required by subpoena or other regulatory, administrative or court order, Tenant shall provide
Landlord with as much advance notice of the possibility of such disclosure as practical so that
Landlord may attempt to stop such disclosure or obtain an order
concerning such disclosure. The
form and content of a request by Tenant for confidential treatment of the Confidential Information
shall be provided to Landlord at least five (5) business days before its submission to the
applicable governmental agency or stock exchange and is subject to the prior written approval of
Landlord. In addition, Tenant may disclose the terms of this Lease to prospective assignees of this
Lease and prospective subtenants under this Lease with whom Tenant is actively negotiating such an
assignment or sublease.



23









 





     SECTION 22.2. GUARANTY. [Intentionally Deleted]



     SECTION
22.3. CHANGES REQUESTED BY LENDER. If, in connection with obtaining financing for the
Site, the lender shall request reasonable modifications in this Lease as a condition to the
financing, Tenant will not unreasonably withhold or delay its consent, provided that the
modifications do not materially increase the obligations of Tenant or materially and adversely
affect the leasehold interest created by this Lease.



     SECTION 22.4. MORTGAGEE PROTECTION. No act or failure to act on the part of Landlord which
would otherwise entitle Tenant to be relieved of its obligations hereunder shall result in such a
release or termination unless (a) Tenant has given notice by registered or certified mail to any
beneficiary of a deed of trust or mortgage covering the Building whose address has been furnished
to Tenant and (b) such beneficiary is afforded a reasonable opportunity to cure the default by
Landlord (which in no event shall be less than sixty (60) days), including, if necessary to effect
the cure, time to obtain possession of the Building by power of sale or judicial foreclosure
provided that such foreclosure remedy is diligently pursued. Tenant agrees that each beneficiary
of a deed of trust or mortgage covering the Building is an express third party beneficiary hereof,
Tenant shall have no right or claim for the collection of any deposit from such beneficiary or
from any purchaser at a foreclosure sale unless such beneficiary or purchaser shall have actually
received and not refunded the deposit, and Tenant shall comply with any written directions by any
beneficiary to pay rent due hereunder directly to such beneficiary without determining whether a
default exists under such beneficiary’s deed of trust.



     SECTION 22.5. COVENANTS AND CONDITIONS. All of the provisions of this Lease shall be
construed to be conditions as well as covenants as though the words specifically expressing or
imparting covenants and conditions were used in each separate provision.



     SECTION 22.6. SECURITY MEASURES. Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or other security measures for the benefit of the
Premises or the Site. Tenant assumes all responsibility for the protection of Tenant, its
employees, agents, invitees and property from acts of third parties. Nothing herein contained shall
prevent Landlord, at its sole option, from providing security protection for the Site or any part
thereof, in which event the cost thereof shall be included within the definition of Site Costs.





	 	 	 	 	 	 	 	 	 	 
	 			 	 	 
	LANDLORD:

	TENANT:	 	 	 
	 
	 	 	 	 	 	 	 	 
	THE IRVINE COMPANY	GLOBAL DOSIMETRY
SOLUTIONS, INC.,
	 
	 	 	 	a California corporation	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Clarence W. Barker
	 	By:
	 	/s/ Sandra M. Nemecek	 
	 

	 	Clarence W. Barker
	 	 	 	Name (Print):
	 	Sandra M. Nemecek	 
	 
	 	Executive Vice President
	 	 	 	Title (Print):	 	President	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ William R. Halford	 	By:	 	/s/ Illegible	 
	 

	 	William R. Halford	 	 	 	Name:
	 	Illegible	 
	 

	 	President, Office Properties
	 	 	 	Title:
	 	Acting CFO	 









24









 













Exhibit A

















 





THE IRVINE COMPANY — INVESTMENT PROPERTIES GROUP




HAZARDOUS MATERIAL SURVEY FORM




The purpose of this form is to obtain information regarding the use of hazardous substances on
Investment Properties Group (“IPG”) property. Prospective tenants and contractors should answer the
questions in light of their proposed activities on the premises. Existing tenants and contractors
should answer the questions as they relate to ongoing activities on the premises and should update
any information previously submitted.



If additional space is needed to answer the questions, you may attach separate sheets of paper to
this form. When completed, the form should be sent to the following address:


THE IRVINE COMPANY

ATTN: LAURA PHILLIPS

111 Innovation Drive

Irvine, CA 92617

FAX: (949) 720-4401




Your cooperation in this matter is appreciated. If you have any questions, please call your
property manager at (949) 720-4400.




	1	 	GENERAL INFORMATION
	 
	 	 	Name of Responding Company: Global Dosimetry Solutions, Inc.





	 	 	 	 	 	 	 	 	 
	Check all that apply:

	 	Tenant
	 	þ
	 	Contractor
	 	o
	 

	 	Prospective
	 	o
	 	Existing
	 	þ







	 	 	Mailing Address: 2652 McGaw Avenue, Irvine, CA 92614
	 
	 	 	Contact Person & Title: Toshihide Ushino, Director Research
	 
	 	 	Telephone Number: (949) 419 - 1000 ext 2413






	 	 	CURRENT TIC TENANT(S):
	 
	 	 	Address of Lease Premises: 2652 McGaw Avenue, Irvine, CA 92614
	 
	 	 	Length of Lease or Contract Term: 10 years
	 
	 	 	PROSPECTIVE TIC TENANT(S):
	 
	 	 	Address of Proposed Lease Premises:
 

	 
	 	 	Address of Current Operations:
 

	 
	 	 	Describe the proposed operations to take place on the property, including principal
products manufactured or services to be conducted. Existing tenants and contractors should
describe any proposed changes to ongoing operations.
	 
	 	 	No changes to on-going operations planned at this time.




-1-









 












	2.	 	HAZARDOUS MATERIALS
	 
	 	 	For the purposes of this Survey Form, the term “hazardous material” means any raw material,
product or agent considered hazardous under any state or federal law. The term does not
include wastes which are intended to be discarded.






	 	2.1	 	Will any hazardous materials be used or stored on site?





	 	 	 	 	 
	 

	 	YES
	 	NO
	Chemical Products

	 	þ
	 	 o
	Biological Hazards/Infectious

	 	o
	 	 þ
	Radioactive Materials

	 	þ
	 	 o
	Petroleum Products

	 	þ
	 	 o







	 	2.2	 	List any hazardous materials to be used or stored, the quantities that will
be onsite at any given time, and the location and method of storage (e.g., bottles in
storage closet on the premises).





	 	 	 	 	 
	 	 	Location & Method of	 	 
	Hazardous Materials	 	Storage	 	Quantity
	See Attached
	 	 	 	 







	 	2.3	 	Is any underground storage of hazardous materials proposed or currently
conducted on the premises?

Yes o No þ
	 
	 	 	 	If yes, describe the materials to be stored, and the size and construction of the tank. Attach
copies of any permits obtained for the underground storage of such substances.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	3.	 	HAZARDOUS WASTE
	 
	 	 	For the purposes of this Survey Form, the term “hazardous waste” means any waste (including
biological, infectious or radioactive waste) considered hazardous under any state or federal
law, and which is intended to be discarded.






	 	3.1	 	List any hazardous waste generated or to be generated on the premises, and indicate the
quantity generated on a monthly basis.





	 	 	 	 	 
	 	 	Location & Method	 	 
	 	 	of Storage Prior to	 	 
	Hazardous Materials	 	Disposal	 	Quantity
	Sodium Hydroxide

	 	Stored on Premises in 30 gal drum
	 	5 gallons
	Sodium Hydroxide/Methanol

	 	Stored on Premises in 55 gal drum
	 	10 gallons







	 	3.2	 	Describe the method(s) of disposal (including recycling) for each waste, indicate
where and how often disposal will take place.





	 	 	 	 	 
	Hazardous Materials	 	Location of Disposal Site	 	Quantity
	Sodium Hydroxide

	 	Vernon, CA
	 	Recycling
	Sodium
Hydroxide/Methanol

	 	Port Arthur, TX
	 	Incinerated






-2-









 







	 	3.3	 	Is any treatment or processing of hazardous, infectious or radioactive wastes currently
conducted or proposed to be conducted on the premises?

Yes o No þ
	 
	 	 	 	If yes, please describe any existing or proposed treatment methods.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	3.4	 	Attach copies of any hazardous waste permits or licenses
issued to your company with respect to
its operations on the premises.






	4.	 	SPILLS






	 	4.1	 	During the past year, have any spills or releases of hazardous materials occurred on the
premises?

Yes o No þ
	 
	 	 	 	If so, please describe the spill and attach the results of any testing conducted to determine the
extent of such spills.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	4.2	 	Were any agencies notified in connection with such spills?
Yes o No þ
	 
	 	 	 	If so, attach copies of any spill reports or other
correspondence with regulatory agencies.
	 
	 	4.3	 	Were any clean-up actions undertaken in connection with the spills?
Yes o No þ
	 
	 	 	 	If so, briefly describe the actions taken. Attach copies of any clearance letters obtained from any
regulatory agencies involved and the results of any final soil or groundwater sampling done upon
completion of the clean-up work.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	5.	 	WASTEWATER TREATMENT/DISCHARGE






	 	5.1	 	Do you discharge industrial wastewater to:





	 	 	 
	o storm drain?

	 	þ sewer?
	o surface water?

	 	o no industrial discharge







	 	5.2	 	Is your industrial wastewater treated before discharge?
Yes þ No o
	 
	 	 	 	If yes, describe the type of treatment conducted.

Silver recovery
	 
	 	5.3	 	Attach copies of any wastewater discharge permits issued to your company with respect to its
operations on the premises.






-3-











 






	6.	 	AIR DISCHARGES






	 	6.1	 	Do you have any air filtration systems or stacks that
discharge into the air?
 Yes o No þ
	 
	 	6.2	 	Do you operate any equipment that requires air emissions
permits?
 Yes þ No o
	 
	 	6.3	 	Attach copies of any air discharge permits pertaining to these operations.






	7.	 	HAZARDOUS MATERIALS DISCLOSURES






	 	7.1	 	Does your company handle an aggregate of at least 500 pounds, 55 gallons, or
200 cubic feet of hazardous material at any given time?

Yes þ No o
	 
	 	7.2	 	Has your company prepared a Hazardous Materials Disclosure — Chemical
Inventory and Business Emergency Plan or similar disclosure document pursuant to state
or county requirements?

Yes þ No o
	 
	 	 	 	If so, attach a copy.
	 
	 	7.3	 	Are any of the chemicals used in your operations regulated under
Proposition 65?
 Yes o No þ
	 
	 	 	 	If so, describe the procedures followed to comply with these requirements.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	7.4	 	Is your company subject to OSHA Hazard Communication Standard
Requirements?
 Yes þ No o
	 
	 	 	 	If so, describe the procedures followed to comply with these requirements.
	 
	 	 	 	Radiation Safety Program
	 
	 	 	 	 

	 
	 	 	 	 







	8.	 	ANIMAL TESTING






	 	8.1	 	Does your company bring or intend to bring live animals onto the premises for
research or development purposes?

Yes o No þ
	 
	 	 	 	If so, describe the activity.
	 
	 	 	 	 

	 
	 	 	 	 







	 	8.2	 	Does your company bring or intend to bring animal body parts or bodily fluids
onto the premises for research or development purposes?
Yes o No þ
	 
	 	 	 	If so, describe the activity.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 





-4-









 












	9.	 	ENFORCEMENT ACTIONS, COMPLAINTS






	 	9.1	 	Has your company ever been subject to any agency enforcement actions,
administrative orders, lawsuits, or consent orders/decrees regarding environmental
compliance or health and safety?
 Yes o No þ
	 
	 	 	 	If so, describe the actions and any continuing compliance obligations imposed as a
result of these actions.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	9.2	 	Has your company ever received any request for information, notice of violation
or demand letter, complaint, or inquiry regarding environmental compliance or health
and safety?

Yes þ No o






	 	9.3	 	Has an environmental audit ever been conducted which concerned operations or
activities on premises occupied by you?

Yes o No þ
	 
	 	9.4	 	If you answered “yes” to any question in this section, describe the
environmental action or complaint and any continuing compliance obligation imposed as a
result of the same.
	 
	 	 	 	Radioactive Material License 4635-30 Notice of Violation : 1) Inadequate radiation worker
training and documentation and 2) Instrument calibration not performed in a timely
manner. Compliance obligation to perform annual radiation worker training and to
calibrate instrument annually.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 






	 	 	 	 	 
	Global Dosimetry Solutions, Inc.

COMPANY

 	 	 
	By:  	/s/ Illegible
 	 	 
	 	Title: Sr. VP Technical Operations 	 	 
	 	Date: 6/20/05 	 	 



-5-









 






	 	 	 	 	 



Section 2.2 Hazardous Material Survey Form




	 	 	 	 	 
	Hazardous Material	 	Location & Method of Storage	 	Quantity Stored
	Hydrochloric Acid
	 	Bottles stored in Storage Room on 

premises

	 	50 gallons, maximum
	Sodium Hydroxide
	 	Bottles stored in Storage Room on 

premises

	 	50 gallons, maximum
	Methanol
	 	Bottles stored in Storage Room on 

premises

	 	50 gallons, maximum
	2-Propanol (Isopropyl Alcohol)
	 	Bottles stored in Storage Room on 

premises

	 	5 gallons, maximum
	P-10 Gas (10% Methan and (0% Argon)
	 	Cylinders stored in Storage Room 

on premises

	 	608 cf
	Liquid Nitrogen
	 	Tank in Outside Building (in use 

at all times)

	 	None, Tank capacity

1500 liters
	Compressed Nitrogen
	 	Cylinders stored in Storage Room 

on premises

	 	608 cf
	Photo-Flo 200
	 	Bottles stored in Storage Room on 

premises

	 	7 gallons, maximum
	Fixer Hardener
	 	Containers stored in Storage Room 

on premises

	 	125 gallons, maximum
	X-Ray Developer
	 	Containers stored in Storage Room 

on premises

	 	250 gallons, maximum
	Indicator Stopbath
	 	Containers stored in Storage Room 

on premises

	 	125 gallons, maximum
	EC Rapid Fixer
	 	Containers stored in Storage Room 

on premises

	 	250 gallons, maximum
	Diesel Fuel
	 	Stored in Tank in Outside Building

	 	500 gallons







 











 





	 	 	 	 	 
	
	 	Department of Toxic Substances Control

1001 “I” Street

P.O. Box 806

Sacramento, California 95812-0806
	 	






	 	 	 	 	 
	ATTN: DAVE TROTMAN

	 	EPA ID Number Issued:
	 	January 27, 2005
	GLOBAL DOSIMETRY SOLUTIONS INC

	 	Location Address:	 	 
	2652 MCGAW AVE

	 	2652 MCGAW AVE	 	 
	IRVINE CA 92614

	 	IRVINE
	 	CA 92614






PERMANENT RECORD- DO NOT DESTROY

YOUR CALIFORNIA EPA IDENTIFICATION NUMBER IS:




CAL000290530



This is to acknowledge that a permanent California Environmental Protection Agency
Identification (EPA ID) Number has been assigned to your place of business.



 






An EPA ID Number is assigned to a person or business at a specific site. It is
only valid for the location and person or business to which it was assigned. If
your business has multiple generation sites, each site must have its own unique
number. If you stop handling hazardous waste, move your business, change
ownership, change mailing address, or change the type or amount of waste you
handle, you must notify the Department of Toxic Substances Control
immediately. If your business has moved, your EPA ID Number must be
canceled. A new number must be obtained for your new location if you continue to
generate hazardous waste.


 




This EPA ID Number must be used for all manifesting, record keeping, and
reporting requirements.
Please retain this notice in your files.




Department of Toxic Substances Control

Office of Environmental Information Management

Generator Information Services Section

Telephone: (916) 255-1136 or California Only Toll-free Number: (800) 618-6942




Operator’s Initials:           DJOHNSON




version: March 2004




 Printed on Recycled Paper




 









 





	 	 	 	 	 
	

	 	SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT

21865 East Copley Drive, Diamond Bar, CA 91765
	 	Permit No.

F71025

A/N 435152

Page 1






PERMIT
TO CONSTRUCT/OPERATE

 




This initial permit must be renewed ANNUALLY unless the equipment is moved, or changes
ownership. If the billing for annual renewal fee (Rule 301.f) is not received by
the expiration date, contact the District.



 





	 	 	 	 	 
	Legal Owner

or Operator:









Equipment Location:

	 	

GLOBAL DOSIMETRY SOLUTIONS INC. 

2652 MCGAW AVE

IRVINE, CA 92614





2652 MCGAW AVE , IRVINE, CA 92614
	 	ID 142147








Equipment Description:



INTERNAL COMBUSTION ENGINE, CUMMINS, 6 CYLINDER, “TURBOCHARGED, AFTERCOOLED”, MODEL QSM11-G1,
SERIAL NO. G040665185, 395 BHP, DIESEL FUEL FUELED, DRIVING AN EMERGENCY ELECTRICAL GENERATOR.




Conditions:





	 	1)	 	OPERATION OF THIS EQUIPMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL DATA AND
SPECIFICATIONS SUBMITTED WITH THIS APPLICATION UNDER WHICH A PERMIT IS ISSUED UNLESS
OTHERWISE NOTED BELOW.
	 
	 	2)	 	THIS EQUIPMENT SHALL BE PROPERLY MAINTAINED AND KEPT IN GOOD OPERATING CONDITION
AT ALL TIMES.
	 
	 	3)	 	A NON-RESETTABLE TOTALIZING TIMER SHALL BE INSTALLED AND MAINTAINED TO INDICATED
THE ENGINE ELAPSED OPERATING TIME.
	 
	 	4)	 	AN ENGINE OPERATING LOG SHALL BE KEPT AND MAINTAINED ON FILE TO RECORD WHEN THIS
ENGINE IS STARTED MANUALLY. THE LOG SHALL LIST THE DATE OF OPERATION, THE TIMER READING
IN HOURS AT THE BEGINNING AND END OF OPERATION, AND THE REASON FOR OPERATION FOR A
MINIMUM OF THREE YEARS FROM THE DATE OF ENTRY AND MADE AVAILABLE TO DISTRICT PERSONNEL
UPON REQUEST. THE TOTAL HOURS OF OPERATION (INCLUDING HOURS FOR MANUAL AND AUTOMATIC
OPERATION) SHALL BE RECORDED SOMETIME DURING THE FIRST 15 DAYS OF JANUARY OF EACH YEAR.
	 
	 	5)	 	THIS ENGINE SHALL NOT OPERATE MORE THAN 200 HOURS IN ANY ONE YEAR, WHICH INCLUDES NO
MORE THAN 50 HOURS IN ANY ONE YEAR FOR MAINTENANCE AND TESTING PURPOSES.
	 
	 	6)	 	THE OPERATOR SHALL NOT PURCHASE ANY DIESEL FUEL UNLESS THE FUEL IS LOW SULFUR DIESEL
FOR WHICH THE SULFUR CONTENT DOES NOT EXCEED 15 PPM BY WEIGHT. AS OF
JANUARY 1, 2006, THE
OPERATOR SHALL ONLY USE DIESEL FUEL WITH SULFUR CONTENT THAT DOES NOT EXCEED 15 PPM BY
WEIGHT, UNLESS THE OPERATOR DEMONSTRATES IN WRITING TO THE EXECUTIVE OFFICER THAT
SPECIFIC ADDITIONAL TIME IS NECESSARY. (THIS CONDITION DOES NOT APPLY TO NATURAL GAS OR
LPG FUELED ENGINES).





ORIGINAL




 









 








	 	 	 	 	 
	

	 	SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT

21865 East Copley Drive, Diamond Bar, CA 91765

	 	Permit No.

F71025

A/N 435152

Page 2






PERMIT TO CONSTRUCT/OPERATE

 





CONTINUATION OF PERMIT TO CONSTRUCT/OPERATE




 






	 	7)	 	OPERATION BEYOND THE 50 HOURS PER YEAR ALLOTTED FOR ENGINE MAINTENANCE AND TESTING SHALL
BE ALLOWED ONLY IN THE EVENT OF A LOSS OF GRID POWER OR UP TO 30 MINUTES PRIOR TO A
ROTATING OUTAGE, PROVIDED THAT: (A) THE UTILITY DISTRIBUTION COMPANY HAS ORDERED ROTATING
OUTAGES IN THE CONTROL AREA WHERE THE ENGINE IS LOCATED OR HAS INDICATED THAT IT EXPECTS
TO ISSUE SUCH AN ORDER AT A CERTAIN TIME; AND (B) THE ENGINE IS LOCATED IN A UTILITY
SERVICE BLOCK THAT IS SUBJECT TO THE ROTATING OUTAGE. ENGINE OPERATION SHALL BE
TERMINATED IMMEDIATELY AFTER THE UTILITY DISTRIBUTION COMPANY ADVISES THAT A ROTATING
OUTAGE IS NO LONGER IMMINENT OR IN EFFECT.
	 
	 	8)	 	THIS EQUIPMENT SHALL BE A US-EPA NON-ROAD CERTIFIED COMPRESSION IGNITION
ENGINE AS EVIDENCED BY THE MANUFACTURERS ENGINE TAG OR LABEL.





ORIGINAL




 









 








	 	 	 	 	 
	

	 	SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT 

21865 East Copley Drive, Diamond Bar, CA 91765

	 	Permit No.

F71025

A/N 435152

Page 3






PERMIT TO CONSTRUCT/OPERATE

 





CONTINUATION OF PERMIT TO CONSTRUCT/OPERATE




 


NOTICE



IN ACCORDANCE WITH RULE 206, THIS PERMIT TO OPERATE OR COPY SHALL BE POSTED ON OR WITHIN 8
METERS OF THE EQUIPMENT.



THIS PERMIT DOES NOT AUTHORIZE THE EMISSION OF AIR CONTAMINANTS IN EXCESS OF THOSE ALLOWED
BY DIVISION 26 OF THE HEALTH AND SAFETY CODE OF THE STATE OF CALIFORNIA OR THE RULES OF
THE AIR QUALITY MANAGEMENT DISTRICT. THIS PERMIT CANNOT BE CONSIDERED AS PERMISSION TO
VIOLATE EXISTING LAWS, ORDINANCES, REGULATIONS OR STATUTES OF OTHER GOVERNMENT AGENCIES.




	 	 	 	 	 
	 	EXECUTIVE OFFICER

 	 
	 	/s/ Doris M. Bailey
 	 
	 	by Doris M. Bailey/WCO 1 	 
	 	09/30/2004 	 
	 



ORIGINAL





 











 





			
	State of California-Health and Human Services Agency
	 	Department of Health Services






Page 1 of 2 pages




RADIOACTIVE MATERIAL LICENSE



Pursuant to the California Code of Regulations, Division I, Title 17, Chapter 5, Subchapter
4, Group 2, Licensing of Radioactive Material, and in reliance on statements and
representations heretofore made by the licensee, a license is hereby issued authorizing the
licensee to receive, use, possess, transfer, or dispose of radioactive material listed below;
and to use such radioactive material for the purpose(s) and at the places(s) designated below.
This license is subject to all applicable rules, regulations, and orders of the Department of
Health Services now or hereafter in effect and to any standard or specific condition
specified in this license.




	 	 	 	 	 	 	 	 	 	 	 
	1. Licensee

	 	Global Dosimetry Solutions, Inc.
	 	3 License Number
	 	4635-30
	 	Amendment
Number : 18

	2. Address

	 	2652 McGaw Avenue
	 	4 Expiration date
	 	August 5, 2013
	 	 	(3	)
	 

	 	Irvine, CA 92614	 	 	 	 	 	 	 	 
	Attention:

	 	Toshihide Ushino
	 	5 Inspection agency
	 	Radiologic Health Branch Brea	 	 	 	 
	 

	 	Radiation Safety Officer	 	 	 	 	 	 	 	 






	 	 	 	 	 
	6. Nuclide

	 	7. Form
	 	8. Possession Limit
	A. Cesium-137

	 	A Sealed source (Amersham Corp. Model CDC.711 M senes)
	 	A. 1 source not to exceed 5 curies.
	B. Strontium-90

	 	B. Sealed sources (IPL Model BF 90 SS-1M)
	 	B. 7 sources not to exceed 1 millicurie each
	C. Cesium-137

	 	C. Sealed source (J.L. Shepherd Model 6810)
	 	C. 1 source not to exceed 100 curies







	9.	 	Authorized Use






	 	A.	 	To be used in a Williston Elin Irradiator Model WE2001PC for irradiation of
thermoluminescent dosimeters (TLD) and film dosimeters.
	 
	 	B.	 	To be used as a component of Harshaw Model 8000-TLD Reader, Harshaw Model 6600
TLD Reader, and Harshaw Model 2000-DI Irradiator.
	 
	 	C.	 	To be used in J.L. Shepherd Model 81-10 Gamma Irradiator/Calibrator for
dosimeter irradiation, and for test and calibration.





LICENSE CONDITIONS





	10.	 	Radioactive material shall be used only at the following location:






	 	(a)	 	2652 McGaw Avenue, Irvine, CA.






	11.	 	This license is subject to an annual fee for sources of radioactive material
authorized to be possessed at any one time as specified in Items 6, 7, 8 and 9 of this
license. The annual fee for this license is required by and computed in accordance with
Title 17, California Code of Regulations, Sections 30230-30232 and is also subject to
an annual cost-of-living adjustment pursuant to Section 100425 of the California Health
and Safety Code.
	 
	12.	 	Radioactive material shall be used by, or under the supervision of, the following
individuals:






	 	(a)	 	Toshihide Ushino
	 
	 	(b)	 	David R. Trotman
	 
	 	(c)	 	Kip E. Bennett
	 
	 	(d)	 	Randal A. Cords
	 
	 	(e)	 	Sandi Nemecek
	 
	 	(f)	 	Sanders C. Perle
	 
	 	(g)	 	Paul J. Stoner
	 
	 	(h)	 	Christabel T. Vitug
	 
	 	(i)	 	Kenneth C. Wallace
	 
	 	(j)	 	Joel H. White






	13.	 	Except as specifically provided otherwise by this license, the licensee shall
possess and use radioactive material described in Items 6, 7, 8 and 9 of this license
in accordance with the statements, representations, and procedures contained in the
documents listed below. The Department’s regulations shall govern unless the
statements, representations, and procedures in the licensee’s application and
correspondence are more restrictive than the regulations.




 









 











			
	State of California-Health and Human Services Agency
	 	Department of Health Services






Page 2 of 2 pages




License
Number: 4635-30




Amendment
Number: 18




RADIOACTIVE MATERIAL LICENSE





	 	(a)	 	The renewal application, dated June 30, 2000, signed by Toshihide Ushino with
attachments thereto, as modified by the letters with attachments dated December 16, 2002,
January 9, 2003 and January 14, 2003, all signed by Toshihide Ushino.
	 
	 	(b)	 	RE: Assignment format dated October 10, 2003, signed by Bill A. MacDonald and Sandi
Nemecek, regarding the change of company name and ownership.
	 
	 	(c)	 	The letter with attachments dated June 29, 2004, August 4, 2004, September 7, 2004,
and September 16, 2004, all signed by Toshihide Ushino, regarding the new calibration
facility on McGaw Avenue in Irvine and an updated emergency phone list.
	 
	 	(d)	 	The letter with attachments dated October 13, 2004, signed by Toshihide Ushino,
regarding the release of the facility at 3300 Hyland Avenue in Costa Mesa for unrestricted
use.






	14.	 	(a)    The Radiation Safety Officer in this program shall be Toshihide Ushino.






	 	(b)	 	The Alternate Radiation Safety Officer in this program shall be David R. Trotman.






	15.	 	Sealed sources possessed under this license shall be tested for leakage and/or contamination
as required by Title 17, California Code of Regulations, Section 30275 (c).
	 
	16.	 	The following individuals are authorized to collect wipe test samples of sealed sources
possessed under this license using leak test kits acceptable to the California Department of
Health Services:






	 	(a)	 	The Radiation Safety Officer
	 
	 	(b)	 	Qualified individuals designated in writing by the Radiation Safety Officer






	17.	 	Records of leak test results shall be kept in units of microcuries and maintained for
inspection. Records may be disposed of following Department inspection. Any leak test
revealing the presence of 0.005 microcuries or more of removable radioactive material shall be
reported to the Department of Health Services, Radiologic Health Branch, MS 7610, P.O. Box
997414, Sacramento, CA 95899-7414, within five days of the test. This report shall include a
description of the defective source or device, the results of the test, and the corrective
action taken.
	 
	18.	 	Quantitative analytical assays for the purpose of tests for leakage and/or contamination of
sealed sources shall be performed only by persons specifically authorized to perform that
service.
	 
	19.	 	The licensee is authorized to perform tests for leakage and/or contamination of sealed
sources. The following tests may be performed for sources possessed under this license and as
a customer service:






	 	(a)	 	Collection of wipe test samples from sealed sources and devices containing sealed sources.
	 
	 	(b)	 	Analysis of materials collected by the licensee as stated in (a) above for the
amount of radioactivity. Reports to customers of analysis shall be in microcuries.





	 	 	 	 	 
	Prepared By:

	 	Reviewed By:
	 	Issued For the Department of Health Services
	 
	/s/ Rene Obear

	 	/s/ Lauren Labbé
	 	By: /s/ Gary W. Butner
	Printed Name: Rene Obear

	 	Printed Name: Lauren Labbé
	 	Printed game: Gary W. Butner
	Date: 10/18/04

	 	 	 	Radiologic Health Branch

MS 7610, P.O. Box 997414

Sacramento, CA 95899-7414







 











 





Global Dosimetry Solutions, Inc.




Emergency Response Plan




Revision Date: May 27, 2005





	1.	 	Facility Information





	 	 	 
	Facility Name:

	 	Global Dosimetry Solutions, Inc.
	Address:

	 	2652 McGaw Ave., Irvine, CA 92614
	Telephone:

	 	(949) 419-1000/ (888) 437-1714
	Fax:

	 	(949) 294-1144







	2.	 	Emergency Coordinators (Emergency Call List):
	 
	 	 	Contact the following personnel in an event of Emergency.





	 	 	 
	Emergency Coordinator:
	Name:

	 	Toshihide Ushino, Radiation Safety Officer, EH&S Manager
	Office Phone:

	 	(949) 419-2413 / (888) 437-1714, ext. 2413
	Home Address:

	 	xxxxxxxxxx
	Home Telephone:

	 	xxxxxxxxxx      xxxxxxxxxx







If the Emergency Coordinator is not available, then the following individuals shall take the
role of the Emergency Coordinator:



	 	 	 
	Alternate Emergency Coordinator:
	Name:

	 	David Trotman, Alternate Radiation Safety Officer
	Office Phone:

	 	(888) 437-1714, ext. 4148
	Home Address:

	 	xxxxxxxxxx
	Home Telephone:

	 	xxxxxxxxxx
	 
	 	 
	Facilities Manager:
	Name:

	 	Luis Espada, Vice President, Manufacturing
	Office Phone:

	 	(949) 296-7260 / (888) 437-1714, ext. 7206
	Home Address:

	 	xxxxxxxxxx

	Home Phone:

	 	xxxxxxxxxx      xxxxxxxxxx
	 
	 	 
	Human Resources Director:
	Name:

	 	Alison Ulrich
	Office Phone:

	 	(949) 296-1801 / (888) 437-1714, ext. 2279







1 of 11









 









	3.	 	Emergency Notification






	 	•	 	It is the responsibility of each and every employee to alert the supervision
and coworkers immediately upon discovery of an emergency condition.
	 
	 	•	 	The Emergency Coordinator or an alternate shall contact the Irvine Police
Department, the Orange County Fire Authority, or the California Department of Health
as appropriate.






	4.	 	Emergency Contacts:





	 	 	 
	Irvine Police Department

	 	Orange County Fire Authority
	Telephone:      911 or (949) 724-7200

	 	Telephone:      911 or (714) 289-3725
	 
	 	 
	Orange County Fire Authority Hazardous Material Information
	Telephone:     (714) 744-0463
	 	 







	 	 	RADIOLOGICAL EMERGENCY:
	 
	 	 	California Department of Health




Radiologic Health Branch — Brea (Region 5):

Telephone: (714) 257-2025



Radiologic Health Branch — Sacramento:

Telephone: (916) 327-5106



Office of Emergency Services

24-hour Radiation Emergency Assistance Only:

Telephone: (800) 852-7550





JL Shepherd & Associates

1010 Arroyo Ave., San Fernando, CA 91340-1822

Telephone: (818) 898-2361




AEA Technology QSA, Inc. (formerly Amersham)
 40 North Avenue, Burlington, MA 01803
 Telephone: (800)
815-1383



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	5.	 	Facilities:






	 	•	 	The ground floor of the Global Dosimetry Solutions is offices, manufacturing
and laboratories. The second floor is office spaces.
	 
	 	•	 	The following information is attached:






	 	•	 	Figure 1: Location of the Evacuation Assembly Area.
	 
	 	•	 	Figure 2: First Floor Evacuation Route and Hazardous Material Location.
	 
	 	•	 	Figure 3: Second Floor Evacuation Route.
	 
	 	•	 	Chemical Classification Form.






	 	•	 	Hazardous Material Storage Locations:





	 	 	 
	Storage Area:

	 	The locations where the hazardous materials and waste are stored are
indicated on Figure 2.
	 
	 	 
	Main Building:

	 	Hazardous materials are located in Dosimetry Photo Processing
Room, CR39 laboratory, waste storage area, emergency diesel generator area, and
Calibration Facility as indicated by Figure 2.







	6.	 	Hazardous Materials:
	 
	 	 	The types of hazardous materials handled at this facility are:






	 	•	 	Flammable Liquids, Solids and Gases
	 
	 	•	 	Nonflammable Compressed Gas Cylinders
	 
	 	•	 	Corrosives
	 
	 	•	 	Cryogenic Liquids
	 
	 	•	 	Toxics
	 
	 	•	 	Radioactive Materials
	 
	 	•	 	Reactives






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	7.	 	Prevention
	 
	 	 	Following are preventative actions initiated by Global Dosimetry Solutions to abate or
prevent hazards relating to hazardous materials handling, use, and storage:
	 
	 	 	Drum Storage Area:






	 	•	 	Incompatible materials will be isolated and separated.
	 
	 	•	 	Hazardous material will be stored on non-combustible, concrete, or paved ground.






	 	 	Compressed and/or cryogenic storage areas:






	 	•	 	Cylinders will be stored upright and will be secured.
	 
	 	•	 	Incompatible gas cylinders will be isolated and separated.






	 	 	General:






	 	•	 	Fire Extinguishers are strategically located throughout the building and are
intended for small manageable fires.
	 
	 	•	 	The Facilities Manager is responsible for the maintenance of fire
prevention equipment and systems.
	 
	 	•	 	Hazardous Materials Data Storage Cabinet and/or lock box is installed at a
Fire Department approved location.
	 
	 	•	 	Information in Hazardous Materials Data Storage Cabinet is updated
after each disclosure and/or as necessary.
	 
	 	•	 	Material Safety Data Sheets (MSDS) are available for each hazardous material.
	 
	 	•	 	All hazardous materials and the storage areas will be labeled with the
product name and associated hazards.
	 
	 	•	 	Separation between outside hazardous materials storage and combustible
materials will be maintained.
	 
	 	•	 	“NO SMOKING” signs are posted where appropriate.
	 
	 	•	 	Hazardous waste will be removed in a timely manner.




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	 	 	List of Emergency Equipment:






	 	•	 	Fire Alarms
	 
	 	•	 	Fire Sprinkler System
	 
	 	•	 	Smoke Detectors
	 
	 	•	 	Emergency Lighting
	 
	 	•	 	Fire Extinguishers
	 
	 	•	 	First Aid Supplies
	 
	 	•	 	Spill Kits






	 	 	Type of Communication Systems:






	 	•	 	An audible emergency alarm system.
	 
	 	•	 	A visual alarm system.
	 
	 	•	 	Telephones throughout the entire facility.






	8.	 	Evacuation Monitors:






	 	•	 	There shall be at least two personnel from each floor (total of four) appointed
as the Evacuation Monitors (EM). A backup evacuation monitor will be appointed for each
primary EM.
	 
	 	•	 	The EMs shall assist the Emergency Coordinator and the alternates in assuring
that their work area is evacuated during an emergency.






	9.	 	Emergency Procedures






	 	•	 	Evacuation drills are practiced annually.
	 
	 	•	 	Emergency exits and exit routes are marked at each stairwell.
	 
	 	•	 	An audible/visual alarm system, with back-up power, is used to notify
occupants of the need to evacuate the facility.




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	 	•	 	It is the responsibility of all supervisors to assure that everyone participates in the
annual drills.






	 	 	In the event of an emergency, the Emergency Coordinator or the alternates shall be notified
immediately, as per the Emergency Call List.






	 	a.	 	Facility Notification and Evacuation






	 	•	 	In an event of fire, explosion, earthquake or other similar emergencies, the
supervisors and EMs shall assure that all employees have evacuated their work areas and
account for them at the outside assembly location.
	 
	 	•	 	If the emergency was fire or explosion, one member of the Emergency
Coordinator or an alternate will check the fire panel.
	 
	 	•	 	The Emergency Coordinator or the alternates will inform the responding
Emergency Personnel to the location of the emergency.






	 	b.	 	Fires and Explosions






	 	•	 	In case of a fire or explosion, any employee may activate the fire alarm.
	 
	 	•	 	Upon fire alarm activation, all employees are to proceed directly to the evacuation
assembly area.
	 
	 	•	 	Once outside, anyone with information about the fire, the explosion or people
remaining in the building must report that information to the Emergency Coordinator.






	 	c.	 	Release of Hazardous Materials
	 
	 	 	 	Releases can only be from containers.






	 	•	 	Volatile and Gaseous Materials:






	 	•	 	Absorbent will be placed on liquid spills.
	 
	 	•	 	Areas will be restricted and ventilation systems checked.
	 
	 	•	 	The liquid spill will then be evaluated and cleaned up by properly trained
personnel.
	 
	 	•	 	All clean-up material will be handled as hazardous waste.






	 	•	 	Radioactive Materials:






	 	•	 	Personnel will evacuate and secure the area.
	 
	 	•	 	Technical Operations personnel will assess and will mitigate the situation.




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	 	•	 	Corrosive Materials






	 	•	 	Absorbent and/or neutralization agents will be spread over spills.






	10.	 	Training






	 	•	 	Those who do not work with or around hazardous materials receive fire
protection and evacuation training when initially hired and participate in annual
evacuation drills.
	 
	 	•	 	Employees who work with hazardous materials receive training on hazardous
materials and safe work practices when they are hired.
	 
	 	•	 	Refresher training is given annually and whenever new hazards are introduced.
	 
	 	•	 	Although GDS does not expect its employees to be “first responders,”
individuals may receive emergency response, first aid/CPR or other relevant training.






	11.	 	Records






	 	•	 	Copies of the Emergency Response Plan are maintained by the Emergency
Coordinator, the Alternate Emergency Coordinators and Human Resources.
	 
	 	•	 	Release report records, maintenance/safety records, and drill records are
maintained by the EH&S Manager.
	 
	 	•	 	Training records are maintained by the EH&S Manager.
	 
	 	•	 	Emergency call lists are posted throughout the building.




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2652 McGaw Ave., Irvine, CA 92614




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Figure 2: First Floor Evacuation Route and Hazardous Material Location









First Floor — 2652 McGaw Avenue, Irvine,CA 92614




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Figure 3: Second Floor Evacuation Route









Second Floor — 2652 McGaw Avenue, Irvine, CA 92614





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CHEMICAL CLASSIFICATION FORM








	Quantity            Quantity In Use
Common Name            Chemical Name      % Comp            CAS Number            Form Stored (Open/Closed) Location (Storage & Use) Hazard Classes            Justification

Hydrochloric Acid            Hydrochloric Acid <1 7647-01-0 L 50 gal 2 gal, Open            Stor: Chem Store Rm            COR, OHH            OCFA Database
Water >99 7732-18-5 Use: Stop Etch Sodium Hydroxide            Sodium
Hydroxide <22 1310-73-2 L 50 gal 5 gal, Open            Stor:
Chem Store Rm            COR            OCFA DatabaseWater >78 7732-18-5 Use: Etch Methanol            Methanol >99 67-56-1 L 50 gal 3 gal, Open            Stor: Flammable Cabinet            FL-1B, TOX, OHH, IRR            MSDS — FlashPt = 51 deg F,
Inhalation, rat LC50 = 64000 ppm/4h Use: Etch 2-Propanol            Isopropyl Alcohol 100 67-63-0 L 5 gal 1 gal, Open            Stor: Flammable Cabinet            FL-1H, OHH,
IRR            OCFA Database Use: Lab P-10 Argon 90 7440-37-1 G 304 cf 304 cf 
           Stor: TLD Laboratory         
   ICG            OCFA Database
Methane 10 74-82-8 Closed
System            Use: Prop. Gas Counter
 Liquid Nitrogen         
   Nitrogen > 99 7727-37-9 L  
          NA 400 gal  
          Stor: Micro-BulkTank            CRY            OCFA Database
Open System            Use: TLD Laboratory



 Compressed Nitrogen            Nitrogen >99 7727-37-9 G 304 cf 304 cf            Stor: Developer Lab            ICG            OCFA Database
Open System            Use: Film Developer



 Photo-Flo 200 Octylphenoxy 5 — 10 9002-93-1 L 7 gal 0.25 gal            Stor: Developer Lab            IRR            OCFA Database


 Polyethyoxethyl Alcohol



 Propylene Glycol 25 — 30 57-55-6 Open            Use: Film Developer



 Water 60 — 70 7732-18-5



 Fixer Hardener            Aluminum Sulfate 85 — 95 10043-01-3 L 125 gal 5 gal, Stor: Chem Store Rm            COR            OCFA Database



 Acetic Acid 5 — 15 64-19-7 Open System            Use: Film Developer



 X-Ray Developer            Hydroquinone < 4 123-31-9 L 250 gal 10 gal, Stor: Chem Store Rm            COR            OCFA Database



 Potassium Hydroxide 5 — 15 1310-58-3 Open System            Use: Film Developer



 Sodium Biosulfite 10 — 15 7631-90-5

Water 7732-18-5



 Indicator Stopbath            Acetic Acid 50 — 70 64-19-7 L 125 gal 5 gal, Stor: Chem Store Rm            COR            OCFA Database



 Water 7732-18-5 Open System            Use: Film Developer



 EC Rapid Fixer            Ammonium Thiosulfate 80 — 90 7783-18-8 L 250 gal 10 gal, Stor: Chem Store Rm            COR            OCFA Database



 Acetic Acid 5 — 10 64-19-7 Open System            Use: Film Developer






SR# (if applicable)                                                  




			
	 	 	 
	Global Dosimetry Solutions, Inc.
	 	1 of 1
	2652 McGaw Avenue	 	 
	Irvine, CA 92614-5840
	 	Area: Not Applicable






11 of 11









 






CHEMICAL CLASSIFICATION FORM








	Quantity            Quantity In Use
Common Name            Chemical Name      % Comp            CAS Number            Form Stored (Open/Closed) Location (Storage & Use) Hazard Classes            Justification

Hydrochloric Acid            Hydrochloric Acid <1 7647-01-0 L 50 gal 2 gal, Open            Stor: Chem Store Rm            COR, OHH            OCFA Database
Water >99 7732-18-5 Use: Stop Etch Sodium Hydroxide            Sodium Hydroxide <22 1310-73-2 L 50 gal 5 gal, Open            Stor: Chem Store Rm            COR            OCFA Database Water >78 7732-18-5 Use: Etch Methanol            Methanol >99 67-56-1 L 50 gal 3 gal, Open            Stor: Flammable Cabinet            FL-1B, TOX, OHH, IRR            MSDS —
Flash Pt = 51 deg F, Inhalation, rat LC50 = 64000 ppm/4h Use: Etch 2-Propanol            Isopropyl Alcohol 100 67-63-0 L 5 gal 1 gal, Open            Stor: Flammable Cabinet            FL-1H, OHH, IRR            OCFA Database Use: Lab P-10 Argon 90 7440-37-1 G 304 cf 304 cf            Stor: TLD Laboratory            ICG            OCFA Database Methane 10 74-82-8 Closed System            Use: Prop. Gas Counter Liquid Nitrogen         
   Nitrogen > 99 7727-37-9 L  
          NA 400 gal  
          Stor: Micro-BulkTank            CRY            OCFA Database Open System            Use: TLD Laboratory Compressed Nitrogen            Nitrogen >99 7727-37-9 G 304 cf 304 cf            Stor: Developer Lab            ICG            OCFA Database

Open System            Use: Film Developer Photo-Flo 200 Octylphenoxy 5 — 10 9002-93-1 L 7 gal 0.25 gal            Stor: Developer Lab            IRR            OCFA Database Polyethyoxethyl Alcohol Propylene Glycol 25 — 30 57-55-6 Open            Use: Film Developer Water 60 — 70 7732-18-5 Fixer Hardener            Aluminum Sulfate 85 — 95 10043-01-3 L 125 gal 5 gal, Stor: Chem Store Rm            COR            OCFA Database Acetic Acid 5 — 15 64-19-7 Open System            Use: Film Developer X-Ray Developer            Hydroquinone < 4 123-31-9 L 250 gal 10 gal, Stor: Chem Store Rm            COR            OCFA Database Potassium Hydroxide 5 — 15 1310-58-3 Open System            Use: Film Developer Sodium Biosulfite 10 — 15 7631-90-5

Water 7732-18-5
Indicator Stopbath            Acetic Acid 50 — 70 64-19-7 L 125 gal 5 gal, Stor: Chem Store Rm            COR            OCFA Database Water 7732-18-5 Open System            Use: Film
Developer EC Rapid Fixer            Ammonium Thiosulfate 80 — 90 7783-18-8 L 250 gal 10 gal, Stor: Chem Store Rm            COR            OCFA Database Acetic Acid 5 — 10 64-19-7 Open System            Use: Film Developer



SR# (if applicable)                                                  




			
	 	 	 
	Global Dosimetry Solutions, Inc.
	 	1 of 1
	2652 McGaw Avenue	 	 
	Irvine, CA 92614-5840
	 	Area: Not Applicable



















 





CHEMICAL CLASSIFICATION SUMMARY SHEET




Hazard Class: FL-1B




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S. Use	 	Location of Storage	 	Location of Use
	Methanol

	 	50 gal
	 	3 gal
	 	0 gal
	 	Flammable Cabinet
	 	CR39 Laboratory
	Isopropvl Alcohol

	 	5 gal
	 	1 gal
	 	0 gal
	 	Flammable Cabinet
	 	TLD and CR39 Laboratories






Interior Storage: 65 gal Exterior Storage: 0 gal Open System Use: 4 gal Closed System
Use: 0 gal




Hazard Class :ICG




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S. Use	 	Location of Storage	 	Location of Use
	Nitrogen

	 	304 cf
	 	304 cf
	 	0 cf
	 	Film Developer Room
	 	Film Developer Room
	P-10

	 	304 cf
	 	0 cf
	 	304 cf
	 	TLD Laboratory
	 	TLD Laboratory






Hazard Class: CRY




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S.Use	 	Location of Storage	 	Location of Use
	Nitrogen

	 	1400 gal
	 	1400 gal
	 	0 gal
	 	Exterior Storage Room
	 	TLD Laboratory






Interior Storage: 0 gal Exterior Storage: 400 gal Open System Use:
400 gal Closed System Use: 0 gal




Hazard Class: TOX




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S. Use	 	Location of Storage	 	Location of Use
	Methanol

	 	50 gal
	 	3 gal
	 	0 gal
	 	Flammable Cabinet
	 	CR39 Laboratory






Interior Storage: 50 gal Exterior Storage: 0 gal Open System Use:
3 gal Closed System Use: 0 gal




Hazard Class: COR




	 	 	 	 	 	 	 	 	 	 	 
	(Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S. Use	 	Location of Storage	 	Location of Use
	Hydrochloric Acid

	 	50 gal
	 	2 gal
	 	0 gal
	 	Chemical Storage Room
	 	CR39 Laboratory
	Sodium Hydroxide

	 	50 gal
	 	5 gal
	 	0 gal
	 	Chemical Storage Room
	 	CR39 Laboratory
	X-Ray Developer

	 	250 gal
	 	10 gal
	 	0 gal
	 	Chemical Storage Room
	 	Film Developer
	Fixer/Hardener

	 	125 gal
	 	5 gal
	 	0 gal
	 	Chemical Storage Room
	 	Film Developer
	Indicator Stopbath

	 	125 gal
	 	5 gal
	 	0 gal
	 	Chemical Storage Room
	 	Film Developer
	EC Rapid Fixer

	 	250 gal
	 	10 gal
	 	0 gal
	 	Chemical Storage Room
	 	Film Developer






Interior Storage: 850 gal Exterior Storage: 0 gal Open System Use: 37 gal Closed System
Use: 0 gal




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O. S. Use	 	C. S. Use	 	Location of Storage	 	Location of Use
	Methanol

	 	50 gal
	 	3 gal
	 	0 gal
	 	Flammable Cabinet
	 	CR39 Laboratory
	Isopropyl Alcohol

	 	5 gal
	 	l gal
	 	0 gal
	 	Flammable Cabinet
	 	TLD and CR39 Laboratories
	Photo-Flo 200

	 	7 gal
	 	10.25 gal
	 	0 gal
	 	Chemical Storage Room
	 	Film Developer






Interior Storage: 62 gal Exterior Storage: 0 gal Open System Use: 4.25 gal Closed System
Use: 0 gal




			
	 	 	 
	Global Dosimetry Solutions, Inc
	 	1 of 2
	2652 McGaw Avenue	 	 
	Irvine, CA 92614-5840
	 	Area: Not Applicable






 









 






CHEMICAL CLASSIFICATION SUMMARY SHEET




Hazard Class: OHH




	 	 	 	 	 	 	 	 	 	 	 
	Chemical Name	 	Amount Stored	 	O.S. Use	 	C.S. Use	 	Location of Storage	 	Location of Use
	Methanol

	 	50 gal
	 	3 gal
	 	0 gal
	 	Flammable Cabinet
	 	CR39 Laboratory
	Isopropyl Alcohol

	 	5 gal
	 	l gal
	 	0 gal
	 	Flammable Cabinet
	 	TLD and CR39 Laboratories
	Hydrochloric Acid

	 	50 gal
	 	2 gal
	 	0 gal
	 	Chemical Storage Room
	 	CR39 Laboratory






Interior Storage: 105 gal Exterior Storage: 0 gal Open System Use: 6 gal Closed System
Use: 0 gal




			
	 	 	 
	Global Dosimetry Solutions, Inc
	 	2 of 2
	2652 McGaw Avenue	 	 
	Irvine, CA 92614-5840
	 	Area: Not Applicable






 









 






CHEMICAL CLASSIFICATION SUMMARY TOTALS




FL-1B




	 	 	 
	Interior Storage

	 	65 gal
	Exterior Storage
	 	 
	Open System Use
	 	 
	Closed System Use
	 	 






ICG




	 	 	 
	Interior Storage

	 	1608 cf
	Exterior Storage

	 	0 cf
	Open System Use

	 	304 cf
	Closed System Use

	 	304 cf






CRY




	 	 	 
	Interior Storage

	 	0 gal
	Exterior Storage

	 	400 gal
	Open System Use

	 	400 gal
	Closed System Use

	 	0 gal






TOX




	 	 	 
	Interior Storage

	 	50 gal
	Exterior Storage

	 	0 gal
	Open System Use

	 	3 gal
	Closed System Use

	 	0 gal






COR




	 	 	 
	Interior Storage

	 	850 gal
	Exterior Storage

	 	0 gal
	Open System Use

	 	37 gal
	Closed System Use

	 	0 gal






	 	 	 	 	 
	Interior Storage
	 	62 gal
	Exterior Storage
	 	0 gal
	Open System Use
	 	4.25 gal
	Closed System Use
	 	0 gal






OHH




	 	 	 	 	 
	Interior Storage
	 	105 gal
	Exterior Storage
	 	0 gal
	Open System Use
	 	6 gal
	Closed System Use
	 	0 gal






			
	 	 	 
	Global Dosimetry Solutions,Inc.
	 	1 of 1
	2652 McGaw Avenue	 	 
	Irvine, CA 92614-5840
	 	Area: Not Applicable