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Exhibit 10.7    
    


LEASE

(Multi-Tenant; Net; University Research Park—Phase X [GL])  


BETWEEN  


IRVINE COMMERCIAL PROPERTY COMPANY LLC  


AND  


HIRERIGHT, 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
	 	SECTION 2.4	 	RIGHT OF FIRST OFFER	 	3
	
ARTICLE III.  TERM	
 	
4
	 	SECTION 3.1	 	GENERAL	 	4
	 	SECTION 3.2	 	DELAY IN POSSESSION	 	4
	 	SECTION 3.3	 	RIGHT TO EXTEND THIS LEASE	 	4
	 	SECTION 3.4	 	EARLY ENTRY TO PREMISES	 	5
	
ARTICLE IV.  RENT AND OPERATING EXPENSES	
 	
5
	 	SECTION 4.1	 	BASIC RENT	 	5
	 	SECTION 4.2	 	OPERATING EXPENSES	 	5
	 	SECTION 4.3	 	LETTER OF CREDIT	 	7
	
ARTICLE V.  USES	
 	
8
	 	SECTION 5.1	 	USE	 	8
	 	SECTION 5.2	 	SIGNS	 	9
	 	SECTION 5.3	 	HAZARDOUS MATERIALS	 	9
	
ARTICLE VI.  COMMON AREAS; SERVICES	
 	
11
	 	SECTION 6.1	 	UTILITIES AND SERVICES	 	11
	 	SECTION 6.2	 	OPERATION AND MAINTENANCE OF COMMON AREAS	 	11
	 	SECTION 6.3	 	USE OF COMMON AREAS	 	12
	 	SECTION 6.4	 	PARKING	 	12
	 	SECTION 6.5	 	CHANGES AND ADDITIONS BY LANDLORD	 	12
	
ARTICLE VII.  MAINTAINING THE PREMISES	
 	
12
	 	SECTION 7.1	 	TENANT'S MAINTENANCE AND REPAIR	 	12
	 	SECTION 7.2	 	LANDLORD'S MAINTENANCE AND REPAIR	 	13
	 	SECTION 7.3	 	ALTERATIONS	 	13
	 	SECTION 7.4	 	MECHANIC'S LIENS	 	14
	 	SECTION 7.5	 	ENTRY AND INSPECTION	 	14
	
ARTICLE VIII.  TAXES AND ASSESSMENTS ON TENANT'S PROPERTY	
 	
14
	
ARTICLE IX.  ASSIGNMENT AND SUBLETTING	
 	
14
	 	SECTION 9.1	 	RIGHTS OF PARTIES	 	14
	 	SECTION 9.2	 	EFFECT OF TRANSFER	 	16
	 	SECTION 9.3	 	SUBLEASE REQUIREMENTS	 	16
	 	SECTION 9.4	 	CERTAIN TRANSFERS	 	16
	
ARTICLE X.  INSURANCE AND INDEMNITY	
 	
17
	 	SECTION 10.1	 	TENANT'S INSURANCE	 	17
	 	SECTION 10.2	 	LANDLORD'S INSURANCE	 	17
	 	SECTION 10.3	 	TENANT'S INDEMNITY	 	17
	 	SECTION 10.4	 	LANDLORD'S NONLIABILITY	 	17
	 	SECTION 10.5	 	WAIVER OF SUBROGATION	 	18
	
ARTICLE XI.  DAMAGE OR DESTRUCTION	
 	
18
	 	SECTION 11.1	 	RESTORATION	 	18
	 	SECTION 11.2	 	LEASE GOVERNS	 	19
	
ARTICLE XII.  EMINENT DOMAIN	
 	
19
	 	SECTION 12.1	 	TOTAL OR PARTIAL TAKING	 	19
	 	SECTION 12.2	 	TEMPORARY TAKING	 	19
	 	SECTION 12.3	 	TAKING OF PARKING AREA	 	19
	
ARTICLE XIII.  SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS	
 	
19
	 	SECTION 13.1	 	SUBORDINATION	 	19
	 	SECTION 13.2	 	ESTOPPEL CERTIFICATE	 	20
	 	SECTION 13.3	 	FINANCIALS	 	20
	
ARTICLE XIV.  EVENTS OF DEFAULT AND REMEDIES	
 	
20
	 	SECTION 14.1	 	TENANT'S DEFAULTS	 	20
	 	SECTION 14.2	 	LANDLORD'S REMEDIES	 	21
	 	SECTION 14.3	 	LATE PAYMENTS	 	22





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	 	SECTION 14.4	 	RIGHT OF LANDLORD TO PERFORM	 	23
	 	SECTION 14.5	 	DEFAULT BY LANDLORD	 	23
	 	SECTION 14.6	 	EXPENSES AND LEGAL FEES	 	23
	 	SECTION 14.7	 	WAIVER OF JURY TRIAL/JUDICIAL REFERENCE	 	23
	 	SECTION 14.8	 	SATISFACTION OF JUDGMENT	 	24
	 	SECTION 14.9	 	LIMITATION OF ACTIONS AGAINST LANDLORD	 	24
	
ARTICLE XV.  END OF TERM	
 	
24
	 	SECTION 15.1	 	HOLDING OVER	 	24
	 	SECTION 15.2	 	MERGER ON TERMINATION	 	25
	 	SECTION 15.3	 	SURRENDER OF PREMISES; REMOVAL OF PROPERTY	 	25
	
ARTICLE XVI.  PAYMENTS AND NOTICES	
 	
25
	
ARTICLE XVII.  RULES AND REGULATIONS	
 	
25
	
ARTICLE XVIII.  BROKER'S COMMISSION	
 	
26
	
ARTICLE XIX.  TRANSFER OF LANDLORD'S INTEREST	
 	
26
	
ARTICLE XX.  INTERPRETATION	
 	
26
	 	SECTION 20.1	 	GENDER AND NUMBER	 	26
	 	SECTION 20.2	 	HEADINGS	 	26
	 	SECTION 20.3	 	JOINT AND SEVERAL LIABILITY	 	26
	 	SECTION 20.4	 	SUCCESSORS	 	26
	 	SECTION 20.5	 	TIME OF ESSENCE	 	26
	 	SECTION 20.6	 	CONTROLLING LAW/VENUE	 	26
	 	SECTION 20.7	 	SEVERABILITY	 	26
	 	SECTION 20.8	 	WAIVER AND CUMULATIVE REMEDIES	 	26
	 	SECTION 20.9	 	INABILITY TO PERFORM	 	26
	 	SECTION 20.10	 	ENTIRE AGREEMENT	 	27
	 	SECTION 20.11	 	QUIET ENJOYMENT	 	27
	 	SECTION 20.12	 	SURVIVAL	 	27
	 	SECTION 20.13	 	INTERPRETATION	 	27
	
ARTICLE XXI.  EXECUTION AND RECORDING	
 	
27
	 	SECTION 21.1	 	COUNTERPARTS	 	27
	 	SECTION 21.2	 	CORPORATE, LIMITED LIABILITY COMPANY AND PARTNERSHIP AUTHORITY	 	27
	 	SECTION 21.3	 	EXECUTION OF LEASE; NO OPTION OR OFFER	 	27
	 	SECTION 21.4	 	RECORDING	 	27
	 	SECTION 21.5	 	AMENDMENTS	 	27
	 	SECTION 21.6	 	EXECUTED COPY	 	27
	 	SECTION 21.7	 	ATTACHMENTS	 	27
	
ARTICLE XXII.  MISCELLANEOUS	
 	
27
	 	SECTION 22.1	 	NONDISCLOSURE OF LEASE TERMS	 	27
	 	SECTION 22.2	 	GUARANTEE	 	28
	 	SECTION 22.3	 	CHANGES REQUESTED BY LENDER	 	28
	 	SECTION 22.4	 	MORTGAGEE PROTECTION	 	28
	 	SECTION 22.5	 	COVENANTS AND CONDITIONS	 	28
	 	SECTION 22.6	 	SECURITY MEASURES	 	28
	 	SECTION 22.7	 	MOVING ALLOWANCE	 	28
	

EXHIBITS	
 	

 
	 	Exhibit A	 	Description of Premises/Description of First Right Space	 	 
	 	 Exhibit A-1	 	Description of FF&E	 	 
	 	 Exhibit A-2	 	Lobby Reconstruction Plan	 	 
	 	Exhibit B	 	Environmental Questionnaire	 	 
	 	Exhibit C	 	Landlord's Disclosures	 	 
	 	Exhibit D	 	Insurance Requirements	 	 
	 	Exhibit E	 	Rules and Regulations	 	 
	 	Exhibit F	 	Letter of Credit	 	 
	 	Exhibit Y	 	Project Site Plan	 	 




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LEASE
  (Multi-Tenant; Net; University Research Park—Phase X [GL])    
    



        THIS LEASE is made as of the 20th day of July, 2006 by and between IRVINE COMMERCIAL PROPERTY COMPANY LLC, a Delaware limited liability company hereafter called
"Landlord," and HIRERIGHT, 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:
Suite Nos. 100 & 200 (the Premises are more particularly described in Section 2.1). 



Address
of Building: 5151 California, Irvine, CA 



	2.
	Project
Description (if applicable): University Research Park X



	3.
	Use
of Premises: General office, subject to the restrictions set forth in Section 5.1 below.



	4.
	Commencement
Date: January 1, 2007



	5.
	Expiration
Date: December 31, 2009



	6.
	Basic
Rent: Commencing on the Commencement Date, the Basic Rent shall be Ninety Seven Thousand Thirty-Six Dollars ($97,036.00) per month, based on $1.80 per rentable square
foot. 



Basic
Rent is subject to adjustment as follows: 


Commencing
January 1, 2008, the Basic Rent shall be One Hundred Five Thousand One Hundred Twenty-Three Dollars ($105,123.00) per month, based on $1.95 per rentable square foot. 


Commencing
January 1, 2009, the Basic Rent shall be One Hundred Thirteen Thousand Two Hundred Nine Dollars ($113,209.00) per month, based on $2.10 per rentable square foot. 



	7.
	Guarantor(s):
None



	8.
	Floor
Area: Approximately 53,909 rentable square feet.



	9.
	Security
Deposit: $0 (but see Section 4.3 for Letter of Credit Requirements)



	10.
	Broker(s):
"Landlord's Broker": Irvine Realty Company

                    "Tenant's Broker": Jones Lang Lasalle Americas, Inc.



	11.
	Additional
Insureds: The Regents of the University of California



	12.
	Address
for Notices: 






	LANDLORD	 	TENANT
	
IRVINE COMMERCIAL PROPERTY COMPANY LLC

c/o THE IRVINE COMPANY LLC

550 Newport Center Drive

Newport Beach, CA 92660

Attn: Senior Vice President, Operations

           Irvine Office Properties

  

with a copy of notices to:

  

IRVINE COMMERCIAL PROPERTY COMPANY LLC

THE IRVINE COMPANY LLC

550 Newport Center Drive

Newport Beach, CA 92660

Attn: Vice President, Operations

           Irvine Office Properties, Technology

           Portfolio	
 	

HIRERIGHT, INC.

5151 California

Irvine, CA 92617

Attn: Chief Financial Officer

  

with a copy of notices to:

  

HIRERIGHT, INC.

5151 California

Irvine, CA 92617

Attn: Associate General Counsel







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	13.
	Address
for Payments: All payments due under this Lease shall be made to the address shown on the invoice for the payment due, or if no address is shown, to Landlord's notice address
above.



	14.
	Tenant's
Liability Insurance Requirement: $2,000,000.00



	15.
	Vehicle
Parking Spaces: One Hundred Ninety-Seven (197)



	16.
	The
Premises are a portion of certain real property which is leased by Landlord pursuant to that certain Ground Lease (the "Ground
Lease") dated as of May 29, 1999, by and between The Regents of the University of California, a California corporation ("Ground
Lessor") and The Irvine Company, a Delaware corporation, a Memorandum of which was recorded on May 5, 1999, as Instrument No. 19990328618 in the Official Records
of Orange County, California, and the tenant's interest in which Ground Lease was assigned to Landlord pursuant to that certain Assignment of Ground Lease and Option Agreement dated as of
May 25, 1999, by and between The Irvine Company, Delaware corporation, as assignor, and Landlord, as assignee, and recorded on June 3, 1999 as Instrument No. 19990145111 in the
Official Records of Orange County, California. Tenant understands and acknowledges that a material consideration for Landlord entering into this Lease with Tenant is the nature of Tenant's business
and the mutual benefits to be derived by Tenant and by Ground Lessor. Accordingly, in the event of any proposed assignment of this Lease or sublease of the Premises or any portion thereof, in addition
to all of the provisions of Section 9.1(b) of this Lease, Landlord may reasonably withhold its consent to any such proposed assignment or sublease if Landlord determines in its sole and
absolute discretion that such mutual benefits will not be derived as a result of the proposed use of the Premises by such assignee, sublessee or transferee. 


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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 and known by the suite number identified in Item 7 of the Basic Lease Provisions. This Lease includes certain furniture, fixtures and equipment
located and/or installed in the Premises as of the Commencement Date which is identified on Exhibit A-1 attached hereto (the "FF&E").
In the event that Tenant shall notify Landlord not later than thirty (30) days following the Commencement Date of a claimed material discrepancy between the FF&E located and/or installed in the
Premises as of the Commencement Date and the FF&E as scheduled on Exhibit A-1 attached to this Lease, Landlord shall use its
commercially reasonable efforts to pursue its rights to remedy same. The FF&E shall be leased to Tenant, without additional charge, in an "as-is" condition and without representation or
warranty by Landlord whatsoever. The Premises are located in the building identified in Item 7 of the Basic Lease Provisions (the Premises together with such building and the underlying real property,
are called the "Building"), and is a portion of the project identified in Item 2 of the Basic Lease Provisions and shown in Exhibit Y, if any
(the "Project"). If the Project is not already completed, Landlord makes no representation that the Project, if any, as shown on Exhibit Y,
(a) will be completed or that it will be constructed as shown on Exhibit Y without change, or (b) to the extent the Project is
constructed, it will not be changed from the Project as shown on Exhibit Y. 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 has been measured consistently with the measurement of all buildings in the Project,
and may include or have been adjusted by various factors, including, without limitation, a load factor to allocate a proportionate share of any vertical penetrations, stairwells, common lobby or
common features or areas of the Building. Landlord agrees not to remeasure the Floor Area of the Premises during the Term (as same may be extended pursuant to Section 3.3 of this Lease), and
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 Project 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, 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 Project, (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 Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to
undertake any alterations or additions or to construct any improvements to the Premises, and that the flooring materials which may be installed within portions of the Premises located on the ground
floor of the Building may be limited by the moisture content of the Building slab and underlying soils. Tenant's lease of the Premises shall be on an "as is" basis, except that Landlord, at its sole
cost and expense (which shall not be reimbursable to Landlord as an Operating Expense) and prior to the Commencement Date, shall construct a reception area in the main, entry area of the Premises and
shall reconstruct the ground floor lobby of the Building to Landlord's multi-tenant standard lobby configuration, utilizing building standard finishes and materials, which lobby reconstruction shall
be in accordance with the plan attached as Exhibit A-2 hereto. As of the Commencement Date, Tenant shall be conclusively deemed to
have accepted the Premises and those portions of the Building and Project 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 Project
in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease. 


        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 Project 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 Project without liability to Tenant. 


        SECTION 2.4.    RIGHT OF FIRST OFFER.    Provided that no Event of
Default has occurred under any provision of this Lease, either at the time of Tenant's election of its rights granted herein or the time of the commencement of Tenant's lease of any of the "First
Right Space" pursuant hereto, Landlord hereby grants Tenant a one-time right ("First Right") to lease approximately 9,541 rentable square
feet of contiguous space in the Building known as "Suite 150" and shown on EXHIBIT A attached hereto (the "First Right
Space"), all in accordance with and subject to the provisions of this Section 2.4. At any time after the date of this Lease, but prior to execution of a new lease of the
First Right Space, or any portion thereof, to any third party, Landlord shall deliver to Tenant written notice of the basic economic terms, including but not limited to the Basic Rent, term, Operating
Expenses, and tenant improvement allowance, if any (collectively, the "Economic Terms"), upon which Landlord is willing to lease such particular First
Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant's benefit. It is
understood and agreed that should Landlord intend to lease other space in addition to the First Right Space as part of a single transaction, then Landlord's notice shall so provide and all such space
shall collectively be subject to the following provisions. Within five (5) business days after delivery of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant
shall elect to (i) lease all, but not less than all, of the First Right Space specified in Landlord's notice (the "Designated Space") upon such
Economic Terms and the same non-Economic Terms as set forth in this Lease; or (ii) decline to so lease the Designated Space. In the event that Tenant does not so respond in writing
to Landlord's notice within said period, Tenant shall be deemed to have elected clause (ii) above. Should Tenant elect to lease the Designated Space pursuant to clause (i) above, then
Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within ten (10) business
days. Tenant's failure to timely return the amendment 


3







 

shall
entitle Landlord, at its election, to specifically enforce Tenant's commitment to lease the Designated Space, to terminate Tenant's First Right hereunder and lease such space to any third
party, and/or to pursue any other available legal remedy. Tenant's election (or deemed election) to decline to lease the Designated Space pursuant to clause (ii) above, shall thereupon
terminate any further rights of Tenant and to the Designated Space. It is understood and agreed that Tenant's First Right shall be subject to any extension or expansion rights granted by Landlord to
any third party tenant now or hereafter occupying the First Right Space or any portion thereof, and in no event shall any such First Right Space be subject to the First right herein granted unless and
until the existing tenant thereof shall have vacated the First Right Space. Tenant's rights under this Section 2.4 shall belong solely to HireRight, Inc., a California corporation, and
any attempted assignment or transfer of such rights (except in connection with a "Permitted Transfer") shall be void and of no force or effect. 


 
 

ARTICLE III. TERM    
    


        SECTION 3.1.    GENERAL.    Subject to the provisions of
Section 3.2 below, the term of this Lease ("Term") shall commence on the date set forth in Item 4 of the Basic Lease Provisions (the
"Commencement Date"), and shall expire on the date set forth in Item 5 of the Basic Lease Provisions (the "Expiration
Date"). 


        SECTION 3.2.    DELAY IN POSSESSION.    If Landlord, for any reason
whatsoever, cannot deliver possession of the Premises to Tenant on or before the Commencement Date as set forth in Item 4 of the Basic Lease Provisions, 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 to Tenant, except that if Landlord cannot so tender possession of the Premises on or before the Commencement Date due to any action or inaction of Tenant, 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) as the date set forth in Item 4 of the Basic Lease Provisions. 


        SECTION 3.3.    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 has not assigned or sublet any of its interest in this Lease (except in connection with a "Permitted Transfer"), then Tenant may
extend the Term of this Lease for one (1) period of sixty (60) months. 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 within one hundred twenty (120) and 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 60-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"). 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 60-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), taking into consideration factors for market tenant improvement allowances then being granted by landlords for lease renewals, but the appraiser shall not attribute any factor for 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 ten (10) days after Tenant's receipt of same. 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. 


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        If
Tenant fails to timely exercise the extension right granted herein within the time period expressly set forth for exercise by Tenant in the initial paragraph of this
Section 3.3, 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. Tenant's rights under this Section 3.3 shall belong solely to HireRight, Inc., a California corporation, and any attempted assignment or transfer of such rights
(except in connection with a "Permitted Transfer") shall be void and of no force or effect. Tenant shall have no other right to extend the Term beyond the single sixty (60) month extension
period created by this Section 3.3. 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 Section 3.3. 


        Tenant's
right to extend the Lease provided in this Section 3.3 shall be subject to Landlord's determination, prior to the commencement of the extension period, that the mutual
benefits to be derived by Tenant and Ground Lessor (as more particularly described in Section 16 of the Basic Lease Provisions) shall continue during the extension period. 


        SECTION 3.4.    EARLY ENTRY TO PREMISES.    Notwithstanding the
provisions of Section 3.1 above, Tenant shall be provided with access to the Premises not less than thirty (30) days prior to the Commencement Date of this Lease to enable Tenant to
install fixtures, furniture, computers, telephone and cabling equipment in the Premises, provided that Tenant and its contractors shall not interfere with Landlord's on-going construction
activities on or about 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. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any such work being performed by Tenant, the same being solely at Tenant's risk. In
no event shall the failure of Tenant's contractors to complete any work in the Premises extend the Commencement Date of this Lease. 


 
 

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. If the Commencement Date is other than the first day of the calendar month, any rental adjustments shown in Item 6 occurring
with reference to the monthly anniversary of the Commencement Date, shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement
Date. 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)   From
and after the Commencement Date, 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 Project. The term "Tenant's Share" means that portion of any Operating Expenses determined
by multiplying the cost of such item by a fraction, the numerator of which is the Floor Area and the denominator of which is the total rentable square footage, as determined from time to time by
Landlord, of (i) the Building, for expenses determined by Landlord to benefit or relate substantially to the Building rather than the entire Project, (ii) all or some of the buildings in
the Project, for expenses determined by Landlord to benefit or relate substantially to all or some of the buildings in the Project rather than any specific building or (iii) all or some of the
buildings within the Project as well as all or a portion of other property owned by Landlord and/or its affiliates, for expenses determined by Landlord to benefit or relate substantially to such
buildings within the Project and such other property. Landlord reserves the right to allocate to the entire Project any Operating Expenses which may benefit or substantially relate to a particular
building within the Project in order to maintain greater consistency of Operating Expenses among buildings within the Project. In the event that Landlord determines in its sole and absolute discretion
that the Premises or the Building incur a non-proportional benefit from any expense, or is the nonproportional cause of any such expense, Landlord may equitably allocate a greater
percentage of such Operating Expense to the Premises or the Building. In the event that any management and/or overhead fee payable or imposed by Landlord for the management of Tenant's Premises is
calculated as a percentage of the rent payable by Tenant and other tenants of Landlord, then the full amount of such management and/or overhead fee which is attributable to the rent paid by Tenant
shall be additional rent payable by Tenant, in full, provided, however, that Landlord may elect to include such full amount as part of Tenant's Share of Operating Expenses. 



        (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. Any delay or failure by Landlord in providing 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 


5







 

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
materially vary 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 (a
"Reconciliation Statement") showing in reasonable detail the actual or prorated Tenant's Share of Operating Expenses incurred by Landlord during such
Expense Recovery 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 Reconciliation Statement. Any delay or failure by Landlord in delivering any Reconciliation 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 ninety (90) days following delivery of Landlord's Reconciliation 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,
at any time during any 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 the estimated amount of Tenant's Share of the increase. If Landlord
gives Tenant written notice of the amount or estimated amount of the increase and 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 Project Costs, as defined in subsection (g), and Property Taxes,
as defined in subsection (h). 


        (g)   The
term "Project Costs" shall include all expenses of operation, management, repair, replacement and maintenance of the
Building and the Project, 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; light; power; window washing; trash pickup; janitorial services to any interior Common Areas; heating,
ventilating and air conditioning; supplies; materials; equipment; tools; the cost of any environmental, insurance, tax, legal or other consultant utilized by Landlord in connection with the Building
and/or Project; establishment and replenishment of reasonable reserves for replacements and/or repairs (which reserves shall be based on the useful life of the improvements/replacements subject of
such reserve(s)); costs incurred in connection with compliance with any laws or changes in laws applicable to the Building or the Project (enacted or changed from and after the date of this Lease);
the cost of any capital improvements or replacements (other than tenant improvements for specific tenants) to the extent of the amortized amount thereof over the useful life of such capital
improvements or replacements (or, if such capital improvements or replacements are anticipated to achieve a cost savings as to the Operating Expenses, any shorter estimated period of time over which
the cost of the capital improvements or replacements would be recovered from the estimated cost savings) calculated at a market cost of funds, all as determined by Landlord, for each year of useful
life or shorter recovery period of such capital expenditure whether such capital expenditure occurs during or prior to the Term (provided, however, that Tenant shall not concurrently pay both reserves
and amortized costs for the same improvement and/or replacement); costs associated with the maintenance of an air conditioning, heating and ventilation service agreement, and maintenance of an
intrabuilding network cable service agreement for any intrabuilding network cable telecommunications lines within the Project, and any other maintenance, repair and replacement costs associated with
such lines; capital costs associated with a requirement related to demands on utilities by Project tenants, including without limitation the cost to obtain additional phone connections; labor;
reasonably allocated wages and salaries, fringe benefits, and payroll taxes for administrative and other personnel directly applicable to the Building and/or Project, 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 reasonable overhead and/or management fees for the professional operation of the Project.
It is understood and agreed that Project 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. Project Costs shall include expenses incurred by Landlord as ground lessee of the Property which would otherwise be Project Costs as herein defined such as, but not
limited to, insurance premiums, utility charges, and maintenance expenses, but shall not include sums paid by Landlord to the Ground Lessor as rent under the Ground Lease (other than items of
additional rental which would otherwise be Project Costs as herein defined). 


6







 

        (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
Project, 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 Project, and any improvements, fixtures and equipment and other property of Landlord located in
the Building and/or the Project, (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. 


        (i)    Notwithstanding
anything to the contrary contained in Section 4.2 of this Lease, Operating Expenses shall exclude the following: (i) costs of alterations
of tenant spaces (including all tenant improvements to such spaces); (ii) costs of capital improvements, except as provided in Section 4.2(g) above; (iii) interest and -principal
payments on mortgages, and other debt costs, if any; (iv) real estate brokers' leasing commissions or other compensation and advertising and other market expenses; (v) payments to
affiliates of the Landlord for goods and/or services in excess of what would be paid to non-affiliated parties for such goods and/or services in an arm's length transaction;
(vi) costs or other services or work performed for the singular benefit of another tenant or occupant of the Project (other than for Common Areas of the Project) and not for Tenant;
(vii) legal, space planning, construction, and other expenses incurred in procuring tenants for the Project or renewing or amending leases with existing tenants or occupants of the Project;
(viii) costs of advertising and public relations and promotional costs and attorneys' fees associated with the leasing of the Project; (ix) any expense for which Landlord actually
receives reimbursement from insurance or from condemnation awards; (x) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the
Project (but exclusive of any increased Property Taxes triggered by the foregoing); (xi) all expenses in connection with the installation, operation and maintenance of any observatory,
broadcasting, luncheon, athletic, recreation, cafeteria or dining facilities; (xii) rental under any ground or underlying lease or leases, (xiii) legal fees relating to the ownership,
construction, leasing, sale of, or relating to any litigation in any way involving, the Building, Project or the Common Areas, or to the enforcement of the terms of any Project lease, (xiv) any
interest or penalty incurred due to the late payment of any Operating Expense; (xv) the cost of correction any applicable building or fire code violation(s) or violations of any other
applicable law relating to the Building, Project or the Common Areas, which violation(s) were in existence as of the date of this Lease, and any costs of any penalty or fine incurred for noncompliance
with the same, and any costs incurred to comply with laws relating to the removal of Hazardous Material as defined in Section 5.3(a) below which was in existence in the Building or on the
Project prior to the Commencement Date, and was of such a nature that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in
the state, or under the conditions that it then existed in the Building or on the Project, would have then required the removal of such Hazardous Material or other remedial or containment action with
respect thereto; and costs incurred to remove, remedy, contain, or treat Hazardous Material, which Hazardous Material is brought into the Building or onto the Project after the date hereof by Landlord
or any other tenant of the Project and is of such a nature, at that time, that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous
Material, in the state, and under the conditions, that it then exists in the Building or on the Project, would have then required the removal of such hazardous material or other remedial or
containment action with respect thereto; (xvi) any personal property taxes of the Landlord for equipment or items not used directly in the operation or maintenance of the Building, Project or
the Common Areas, or not otherwise connected therewith; (xvii) any costs of expenses for the purchase, ownership or leasing of sculpture, paintings, or other works of art (but exclusive of the
costs of any repair and or maintenance of such works of art); (xviii) all bad debt loss, rent loss, or reserve for bad debt or rent loss; (xix) payroll and payroll related expenses for
any employees in commercial concessions operated by Landlord; (xx) depreciation (except as expressly permitted by the provisions of this Lease); (xxi) costs of Landlord's employees or
other personnel above the level of project manager or building engineer; and (xxii) all expenses directly resulting from the gross negligence or willful misconduct of Landlord or its employees. 


        SECTION 4.3.    LETTER OF CREDIT.    Tenant shall deliver to Landlord,
concurrently with Tenant's execution of this Lease, an irrevocable stand-by letter of credit in the principal amount of Three Hundred Forty-Two Thousand Eight Hundred
Sixty-Two Dollars ($342,862.00) (the "Letter of Credit"). The Letter of Credit shall be in form and with the substance of  Exhibit F attached hereto,
and issued by a financial institution which is acceptable to Landlord. Upon any Event of Default by Tenant (as defined
in Section 14.1), Landlord shall be entitled to draw upon the Letter of Credit by the issuance of Landlord's sole written demand to the issuing financial institution, which draw shall be in an
amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby as determined by Landlord in its sole and absolute discretion, including, without
limitation, amounts estimated by Landlord as the amounts due it for prospective rent and for damages pursuant to Section 14.2(a)(i) of this Lease and/or Civil Code Section 1951.2,
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. If such amount cannot be
readily determined by Landlord, then the full amount of the Letter of Credit may be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such
draw shall be determined in Landlord's sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by
Landlord as the result of Tenant's default (as determined pursuant to the applicable provisions of Article XIV of this
Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the
default, as a setoff for full or partial compensation for 


7







 

the
default. If any portion of the Letter of Credit is drawn after a default by Tenant, Tenant shall within five (5) business days after written demand by Landlord restore the Letter of
Credit. Failure to so restore the Letter of Credit within said five (5) business days shall, at Landlord's election, constitute either an Event of Default by Tenant under this Lease, or the
immediate obligation on Tenant's part to post a cash security deposit with Landlord in the amount not so restored. Partial drawings upon the Letter of Credit shall be permitted. The Letter of Credit
shall be renewed through that date which is sixty (60) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event
the Letter of Credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the Letter of Credit, then
Landlord shall have the right to draw the full amount of the Letter of Credit and to hold such amount as cash security for Tenant's full and faithful performance of its obligations under the Lease. 



        In
the event of a draw down of the Letter of Credit to cash security as provided in the foregoing (or in the event of a posting of a cash security deposit as the condition of the
exoneration of the Letter of Credit as hereinafter provided), the following shall apply: (i) upon any Event of Default by Tenant (as defined in Section 14.1), Landlord may retain, use or
apply the whole or any part of such cash security to pay any sum which Tenant is obligated to pay under this Lease, sums that Landlord may spend or be required to expend by reason of the default by
Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to
Section 15.3 upon expiration or earlier termination of this Lease, including, without limitation, amounts estimated by Landlord as the amounts due it for prospective rent and for damages
pursuant to Section 14.2(a)(i) of this Lease and/or Civil Code Section 1951.2, 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, (ii) Landlord shall not be required to keep the cash security separate from its general funds and Tenant
shall not be entitled to interest on such cash security, and (iii) if Tenant fully performs its obligations under this Lease, the cash security shall be returned to Tenant (or, at Landlord's
option, to the last assignee of Tenant's interest under the Lease) within thirty (30) days after the expiration of the Term, provided that Tenant agrees that Landlord may retain the cash
security 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, provided Landlord shall notify
Tenant in writing of the specific reasons for retaining the Security Deposit within thirty (30) days after the expiration of the Term, Tenant shall have no claim against Landlord for Landlord's
retaining the cash security to the extent provided in the foregoing. 


        In
the event that no "Event of Default" has occurred at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late
more than once with respect to any payments of Basic Rent and Operating Expenses due under the Lease, then upon the written request of Tenant, Landlord shall authorize reductions to the principal
amount of the Letter of Credit in accordance with the following schedule: 



	(i)
	One
Hundred Five Thousand One Hundred Twenty-Three Dollars ($105,123.00) from and after the eighteenth (18th) month of the Term; and



	(ii)
	One
Hundred Thirteen Thousand Two Hundred Nine Dollars ($113,209.00) from and after the twenty-fourth (24th) month of the Term. 



 
 

ARTICLE V. USES    
    


        SECTION 5.1.    USE.    Tenant understands that the Ground Lease
permits certain uses of the Premises and prohibits any other uses, and that any use of the Premises in violation of the Ground Lease would cause Landlord material and irreparable harm. Tenant shall
use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions, to the extent also permitted under the Ground Lease and by applicable laws and restrictions and pursuant to
approvals to be obtained by Tenant from all relevant and required governmental agencies and authorities. The uses permitted under the Ground Lease are as follows: (a) medical and biotechnology
equipment design, engineering, manufacturing and assembly; (b) research activities, including research and development laboratories; (c) research activities, including research
laboratories, developmental laboratories and related light manufacturing; (d) professional services serving high technology or research activities and business, such as employment agencies,
offices for accountants, attorneys, engineers, photographers or artists, and sales offices for products and services; (e) computer assembly, computer design, software design and communications,
or computer networking; and (f) accessory and incidental related uses, including cafeterias and auditoriums, and administrative, professional and business offices (including, but not limited
to, reception area, conference rooms, private offices, showrooms and document rooms). 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 do or permit anything to be done in the
Premises, nor shall Tenant do anything in or about the Project, which will in any way interfere with the rights of other occupants of the Building or the Project, or use or allow the Premises to be
used for any unlawful purpose, or use the Premises in violation of the Ground Lease, nor shall Tenant commit any public or private nuisance or commit any waste in the Premises or the Project. In
particular, Tenant shall not permit any use of the Premises involving any vibration, noise, sound or disturbance that is objectionable due to intermittence, beat, frequency, shrillness or loudness;
any lighting which does not comply with the requirements of Landlord's design guidelines; any electro-mechanical or electro-magnetic disturbance radiation; any air or water pollution in violation of
applicable laws; any emission of odorous, noxious, caustic, or corrosive matter, whether toxic or nontoxic, gas; any litter, dust, dirt or fly ash in excessive quantities; any unusual firing,
explosion or damaging or dangerous hazard, including the storage, display or sale of explosives 


8







 

or
fireworks; any junk yard, stock yard, distillation of bones, or animal raising, storage, slaughter, or disposition of any kind; any drilling for excavation, refining and/or removal of earth
materials, oil gas, hydrocarbon substances, water, geothermal system, and any other subsurface substances of any nature whatsoever; any dumping, disposal, incineration, or reduction of animal remains,
garbage or refuse of any nature whatsoever, other than handling or reducing any such waste matter if actually produced at the Project from authorized uses and if handled in a reasonably clean and
sanitary manner; any auction, public sale, or similar operation; and any commercial excavation of sand, gravel or other building or construction materials. Tenant shall not perform any work or conduct
any business whatsoever in the Project other than inside the Premises. Tenant shall not do anything which will invalidate or increase the cost of any insurance policy(ies) covering the Building, the
Project and/or their contents, and shall comply with all applicable insurance underwriters rules and the requirements of the Pacific Fire Rating Bureau or any other organization performing a similar
function. 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, and all policies, procedures and regulations promulgated by Ground
Lessor pertaining generally to the use of portions of Ground Lessor's real property leased for non-public purposes and to activities taking place upon Ground Lessor's real property,
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 existing covenants, conditions,
easements or restrictions now affecting or encumbering the Building and/or Project, 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 also comply at its expense with any future amendments or modifications
to such existing covenants, conditions, easements or reservations, and with any future covenants, conditions, easements or restrictions hereafter affecting or encumbering the Building and/or the
Project, provided same do not materially impair Tenant's use and enjoyment of the Premises. 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 and Ground Lessor from any liability and/or expense resulting from Tenant's noncompliance. 


        SECTION 5.2.    SIGNS.    Tenant shall have the
non-exclusive right to one (1) exterior "building top" sign on the Building for Tenant's name and graphics 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, and except for Landlord's standard suite signage identifying
Tenant's name and/or logo and installed at a location designated by Landlord, Tenant shall have no right to maintain signs in any location in, on or about the Premises, the Building or the Project 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 Project, as in effect from time to time and approved by the City of Irvine and Ground Lessor ("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 all costs of any permitted sign, including, without limitation, 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. Tenant's exterior signage rights under this Section 5.2 belong solely to HireRight, Inc., a California corporation,
and any attempted assignment or transfer of such rights shall be void and of no force and effect: Notwithstanding the foregoing, Tenant's exterior signage rights may be assigned in connection with a
"Permitted Transfer" provided: (i) said signage shall continue to comply with the Signage Criteria and the name on said signage shall not devalue the Building as determined by Landlord in its
sole and absolute discretion, and (ii) such assignment shall not breach any pre-existing contractual obligation(s) of Landlord in favor of other tenants of the Project. Tenant's
exterior signage rights under this Section 5.2 are conditioned upon Tenant installing such signage not later than June 30, 2007. 



        SECTION 5.3.    HAZARDOUS MATERIALS.    


        (a)   For
purposes of this Lease, the term "Hazardous Materials" includes (i) any "hazardous material" 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
a result of such person's possession, use, storage, 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 


9







 

absolute
discretion, place such conditions as Landlord deems appropriate, or as Ground Lessor may require, with respect to Tenant's use, storage and/or disposal of any Hazardous Materials requiring
Landlord's consent. Tenant understands that Landlord may utilize an environmental consultant to assist in determining conditions of approval in connection with the storage, use, release, and/or
disposal 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 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, 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 storage, generation, use, release and/or disposal of Hazardous Materials. 


        (d)   Landlord
and its agents shall have the right, but not the obligation, to inspect, sample and/or monitor the Premises and/or the soil or groundwater thereunder at any
time 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, from 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, to immediately enter upon the Premises without notice 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 use commercially reasonable efforts to minimize interference with Tenant's
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 Project caused or knowingly 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 Project, 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 Project 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, under, from or about the Premises
or the Project 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, from or about the Premises or
the Project 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 acceptable to Landlord) Ground Lessor, Landlord and any successors to all or any portion of Landlord's interest in the Premises and the Project 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 on, into, from, under or about the Premises, the Building or the
Project and any other real or personal property owned by Landlord caused or knowingly permitted by Tenant, its agents, employees, contractors or licensees (including, without limitation, subtenants of
Tenant). 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 Project and any other real or personal property owned by Landlord, the preparation of any closure or other required plans, whether 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 Project as a result of such Hazardous Materials, the remediation
thereof or any repair, restoration or 


10







 

cleanup
related thereto. If it is at any time discovered that Tenant or its agents, employees, contractors, licensees or invitees may have caused or knowingly permitted the release of any Hazardous
Materials on, under, from or about the Premises, the Building or the Project 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 approval, specifying the actions to be taken by Tenant to return the Premises, the Building or the Project 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 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 remediate and/or remove all 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 Project 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 Tenant proves were 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. 


 
 

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 Tenant's 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) business days after receipt of Landlord's statement or invoice
therefor. Alternatively, Landlord may elect to include such cost in the definition of Project 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) business days after receipt of Landlord's statement or invoice therefor, Landlord's
"standard charges" (as hereinafter defined, which shall be in addition to the electricity charge paid to the utility provider) for "after hours" usage by Tenant of each HVAC unit servicing the
Premises. If the HVAC unit(s) servicing the Premises also serve other leased premises in the Building, "after hours" shall mean usage of said unit(s) before 6:00 A.M. or after 6:00 P.M.
on Mondays through Fridays, and before 9:00 A.M. or after 1:00 P.M. on Saturdays, subject to reasonable adjustment of said hours by Landlord. If the HVAC unit(s) serve only the Premises,
"after hours" shall mean more than sixty-six (66) hours of usage during any week during the Term. "After hours" usage shall be determined based upon the operation of the applicable
HVAC unit during each of the foregoing periods on a "non-cumulative" basis (that is, without regard to Tenant's usage or nonusage of other unit(s) serving the Premises, or of the
applicable unit during other periods of the Term). As used herein, "standard charges" shall mean the following charges for each hour of "after hours" use (in addition to the applicable electricity
charges paid to the utility provider) of the following described HVAC units: (i) $5.00 per hour for 1-5 ton HVAC units, (ii) $7.50 per hour for 6-30 ton HVAC
units and (iii) $10.00 per hour for HVAC units of greater than 30 tons. 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 and services to Tenant, including, without limitation, telephone lines, may be charged to Tenant. 



        Notwithstanding
the foregoing, if as a result of the direct actions of Landlord, its employees or agents, for more than three (3) consecutive business days following written
notice to Landlord there is no HVAC or electricity services to all or a portion of the Premises, or such an interruption of other essential utilities and building services, such as fire protection or
water, so that all or a portion of the Premises cannot be used by Tenant, then Tenant's Basic Rent (or an equitable portion of such Basic Rent to the extent that less than all of the Premises are
affected) shall thereafter be abated until the Premises are again usable by Tenant; provided, however, that if Landlord is diligently pursuing the repair of such utilities or services and Landlord
provides substitute services reasonably suitable for Tenant's purposes, as for example, bringing in portable air-conditioning equipment, then there shall not be an abatement of Basic Rent.
The foregoing provisions shall be Tenant's sole recourse and remedy in the event of such an interruption of services, and shall not apply in case of the actions of parties other than Landlord, its
employees or agents, or in the case of damage to, or destruction of, the Premises (which shall be governed by the provisions of Article XI of the Lease). 


        SECTION 6.2.    OPERATION AND MAINTENANCE OF COMMON AREAS.    During
the Term, Landlord shall operate and maintain all Common Areas within the Building and the Project in a "first class" manner as Landlord may determine to be appropriate. All costs incurred by Landlord
for the maintenance and operation of the Common Areas shall be included in Project Costs except to the extent any particular cost incurred is related to or associated with a specific tenant and can be
charged to such tenant of the Project. The term "Common Areas" shall mean all areas within the 


11







 

exterior
boundaries of the Building and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space, and all other appurtenant areas and improvements
within the Project provided by Landlord for the common use of Landlord and tenants and their respective employees and invitees, including without limitation parking areas and structures, driveways,
sidewalks, landscaped and planted areas, hallways and interior stairwells not located within the premises of any tenant, common electrical rooms and roof access entries, common entrances and lobbies,
elevators, and restrooms not located within the premises of any tenant. 


        SECTION 6.3.    USE OF COMMON AREAS.    The occupancy by Tenant of the
Premises shall include the use of the Common Areas in common with Landlord and with all others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to
compliance with all rules and regulations as are prescribed from time to time by Landlord. Landlord shall at all times during the Term have exclusive control of the Common Areas, and may 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, Except to the extent caused by the gross negligence or willful misconduct of Landlord, its employees or agents, 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 Tenant. Landlord's temporary closure of any portion of the Common Areas for such purposes shall not deprive Tenant of reasonable access to the Premises. 


        SECTION 6.4.    PARKING.    Tenant shall be entitled to the number of
vehicle parking spaces set forth in Item 15 of the Basic Lease Provisions, which spaces shall be unreserved and unassigned, on those portions of the Common Areas designated by Landlord for parking.
Tenant shall not use more parking spaces than such number. All parking spaces shall be used only for parking of vehicles no larger than full size passenger automobiles, sport 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; from and after the expiration of the initial 36-month Term of this
Lease, to enforce parking charges, if any; 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. In no event shall Tenant interfere with the use and enjoyment of the
parking area by other tenants of the Project or their employees or invitees. Parking areas shall 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 Project, or to the attendant fixtures, equipment and Common Areas. Landlord may at any time relocate or remove any of the
various buildings, parking areas, and other Common Areas, and may add buildings and areas to the Project from time to time. No change shall entitle Tenant to any abatement of rent or other claim
against Landlord. No such change shall 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 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 assure that the Premises remain free of moisture
conditions which could cause mold and promptly repair any moisture conditions occurring within the Premises, and 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 


12







 

contractors,
as modified from time to time. Landlord may impose reasonable restrictions and requirements with respect to repairs and replacements, as provided in Section 7.3, and the
provisions of Section 7.4 shall apply to all repairs and replacements. Alternatively, Landlord may elect to perform any repair and maintenance of the electrical and mechanical systems and any
air conditioning, ventilating or heating equipment serving the Premises and include the cost thereof as part of Tenant's Share of Operating Expenses. If Tenant fails to properly maintain and/or repair
the Premises 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. 



        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 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), the structural, electrical and mechanical systems (including elevators, if any, serving the Building), except that Tenant at its expense shall make all repairs
which Landlord deems reasonably necessary as a result of the 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 perform any maintenance or make any repairs or replacements at Landlord's expense and shall have
no right to any rental offset for any maintenance, repairs or replacements performed by Tenant. 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 replacements on the part of Landlord provided hereunder shall be considered part of Project 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 may be granted or withheld in Landlord's sole and absolute discretion. In the event that any requested Alteration would result in a change from Landlord's building
standard materials and specifications for the Project ("Standard Improvements"), Landlord may withhold consent to such Alteration in its sole and
absolute discretion. In the event Landlord so consents to a change from the Standard Improvements (such change being referred to as a "Non-Standard
Improvement"), Landlord may require, at the time of such consent by Landlord, for Tenant to pay for the cost of replacing such 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 shall not unreasonably withhold its consent to any Alterations which cost less than Two Dollars ($2.00) per square foot of the improved portions of the Premises (excluding warehouse
square footage) and do not (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 (including, without limitation, the adding of any additional "office"
square footage) or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as
a prerequisite to the construction thereof, 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, elevator 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 (viii) alter or replace Standard
Improvements. Landlord may impose any 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 required, have the right to approve prior to the commencement of any work the contractor performing the installation and removal of Alterations and Replacements 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 Project, 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. In no event shall Tenant prosecute any Alterations that
result in picketing or labor demonstrations in or about the Building or Project. If any governmental entity requires, as a condition to any proposed Alterations or Replacements 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 


13







 

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. Landlord shall have the right, but not the obligation, to elect to make any such improvements to be made to the Common Areas at Tenant's expense, in which case Tenant
shall reimburse Landlord upon demand for all costs incurred in making such improvements. 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) and all telephone and data cabling, 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 at the time of any consent by Landlord to the subject Alteration(s), require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any of
such 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 all telephone and data cabling, 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
free from any liens arising out of any services or work performed, materials furnished, or obligations incurred by or for Tenant. Upon request by Landlord, Tenant shall promptly (but in no event later
than five (5) 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 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 perform any work required or permitted to be performed by Landlord within the Premises, 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 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 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 as provided in this Section 7.5 shall not 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 Tenant's 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 


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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), subletting or other transfer shall be valid or effective without Landlord's prior written consent and, at Landlord's election, any such assignment, subletting or other transfer
shall be void and of no force and effect and any such attempted assignment, subletting or other transfer shall constitute an Event of Default of this Lease. Landlord shall not be deemed to have given
its consent to any assignment, subletting or other transfer by any course of action, including without limitation its acceptance of rent or any other payment due under this Lease from any person or
entity other than Tenant or its acceptance of any name for listing in the Building directory, other than Landlord's 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 assign, sublease or otherwise 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 assignee, subtenant or transferee; (ii) the nature of any proposed assignee's, subtenant's or transferee's business to be
carried on in the Premises; (iii) the terms and provisions of any proposed assignment, sublease 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, 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 or with Landlord's commitment to other tenants
of the Building and Project; (2) the proposed assignee, subtenant or transferee 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, subtenant's or transferee'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) the proposed assignee, subtenant or transferee 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, subtenant or transferee, including, but not limited
to, a certified balance sheet of the proposed assignee, subtenant or transferee as of a date within ninety (90) days of the request for Landlord's consent, statements of income or profit and
loss of the proposed assignee, subtenant or transferee for the two-year period preceding the request for Landlord's consent, and/or a certification signed by the proposed assignee,
subtenant or transferee that it has not been evicted from or been in arrears in rent at any other leased premises for the 3-year period preceding the request for Landlord's consent;
(5) the proposed assignee, subtenant or transferee has not demonstrated to Landlord's reasonable satisfaction a record of successful experience in business; (6) the proposed subtenant,
assignee or transferee is an existing tenant of the Building or Project or a prospect with whom Landlord is negotiating to become a tenant at the Building or Project; or (7) the proposed
assignment, sublease or transfer will impose additional burdens or adverse tax effects on Landlord. 



        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 of this Lease or to a proposed subletting of all or a
portion of the Premises for all or substantially all of the then remaining Term of this Lease, 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 so 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), respectively,
or (ii) terminate this Lease as to the portion of the Premises proposed to be so subleased or assigned with a proportionate abatement in the rent payable under this Lease, and the sublease,
assignment or termination elected by Landlord shall be effective thirty (30) days following written notice by Landlord of its election. 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, subletting or other transfer, Landlord shall be entitled to receive fifty percent (50%) of any amounts paid
by the assignee or subtenant, however described, 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) Tenant's direct out-of-pocket costs which Tenant certifies to Landlord have been paid to
provide occupancy 


15









   
related services to such assignee or subtenant of a nature commonly provided by landlords of similar space, with such costs to be amortized on a straight-line basis over the then remaining
term of this Lease or any shorter term of any sublease of the Premises or a portion thereof. The amounts due Landlord under this Section 9.1(d), shall be payable directly to Landlord by the
assignee or subtenant concurrently with such assignee's or subtenant's payment(s) to Tenant, or, at Landlord's option, by Tenant within ten (10) day 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 assignment, subletting or
other transfer, 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, including without limitation, the
obligations contained in Section 10.3 of the Lease. 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, subletting or transfer 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. 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: 


        (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 the 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 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 provisions of this Lease (other than with respect to the payment of rent), 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 the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%)
or more 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, including,
without limitation, change of control of Tenant's parent company or a merger by Tenant or its parent 


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company.
Notwithstanding the foregoing: (A) Landlord's consent shall not be required for the subletting of all or any portion of the Premises to any entity controlling, under common control
with, or controlled by Tenant (a "Tenant Affiliate"), and (B) Landlord's consent shall not be required for the assignment of this Lease to a
Tenant Affiliate, or as a result of a sale of all or substantially all of Tenant's assets, the sale of the capital stock of Tenant, or as the result of a merger or consolidation by Tenant with or into
another entity (a "Permitted Transfer"), so long as (i) the net worth of the successor or consolidated 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, satisfactory to Landlord, shall be presented to Landlord prior to such 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 require in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and
9.3 shall apply with respect to such subletting to a Tenant Affiliate or assignment in connection with a Permitted Transfer, but the terms and requirements of Section 9.1 shall not apply with
respect thereto. 


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 or any earlier date
on which Tenant may enter upon or take possession of the Premises for any reason whatsoever. 


        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 Project, and such other risks as Landlord or its mortgagees or Ground Lessor 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, Tenant's trade fixtures, furnishings, equipment, signs and all other items of personal
property, and Landlord 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 Project 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 may elect to provide insurance hereunder 


        SECTION 10.3.    TENANT'S INDEMNITY.    To the fullest extent
permitted by law, Tenant shall defend, indemnify, protect, save and hold harmless Landlord and Ground Lessor, and their respective agents, and any and all affiliates of Landlord and Ground Lessor,
including, without limitation, any corporations or other entities controlling, controlled by or under common control with Landlord and Ground Lessor, from and against any and all claims, demands,
actions, losses, 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; the conduct of Tenant's business; 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; any Event of Default in the performance of any
obligation on Tenant's part to be performed under this Lease; any act of 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 claim, action or proceeding 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, demand, action, loss, liability, cost or expense is caused
solely by the active negligence or willful misconduct of Landlord, its employees or agents. 


        SECTION 10.4.    LANDLORD'S NONLIABILITY.    Except to the extent
directly caused by the willful misconduct of Landlord and its employees, Landlord, its agents, and any and all affiliates of Landlord, shall not be liable to Tenant, its employees, agents and/or
invitees, and Tenant hereby waives all claims against Landlord, its agents, and any and all affiliates of Landlord, for and knowingly assumes the risk of 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 Project or their agents, employees,
contractors, guests or invitees, the negligence of Landlord, its agents, or any and all affiliates of Landlord, fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak
or flow from or into any part of the Premises, mold, 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 other portions of 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 whatsoever (including without limitation consequential damages and
lost profit or opportunity costs) and, except as provided in Sections 6.1, 11.1 and 12.1 of this Lease, 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. In making repairs, alterations or improvements, however, 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 


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Landlord
in case of fire or accident in the Premises, the Building or the Project 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 carried or required to be carried 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
the Premises or the Building or a part thereof are materially 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
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 estimates 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 to 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 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 casualty, 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.
Landlord's repair of material damage shall be at Landlord's sole cost and expense except for any insurance deductible (for which Tenant shall "be responsible for Tenant's Share). 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 as part of
Landlord's repair of material damage, in which case Tenant shall make available to Landlord upon demand insurance proceeds from insurance required to be maintained 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 provisions of this Article XI, 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. 


        Notwithstanding
anything to the contrary contained in this Section 11.1(c), if for any reasons other than delays caused by Tenant or other matters beyond Landlord's reasonable
control, the Premises and/or the Building have not been substantially repaired within three hundred sixty-five (365) days after the date of the damage, then Tenant may, by written
notice to Landlord given at any time thereafter but prior to the actual date of the substantial completion of the repair of the Premises or the Building, elect to terminate this Lease effective thirty
(30) days from and after the date of such notice to Landlord, provided that if Landlord shall substantially complete such repairs on or before the effective date of such termination, then
Tenant's election to terminate this Lease shall thereupon be cancelled and of no further force or effect. Notwithstanding the foregoing, if at any time during the construction period, Landlord
reasonably determines that the substantial completion of said repairs will be delayed beyond that date which is three hundred sixty-five (365) days after the date of the damage,
then Landlord may notify Tenant in writing of such determination and of a new outside date for completion of such repairs, and Tenant must elect within five (5) business days of receipt of such
notice to either terminate this Lease or waive its right to terminate this Lease, provided such repairs are substantially completed (but for Tenant-caused delays and/or force-majeure delays) 


18







 

within
thirty (30) days following the new outside date established by Landlord in such notice to Tenant. Tenant's failure to elect to terminate this Lease within such five (5) business
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. 


        (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 Landlord is entitled to reimbursement from the proceeds of the business interruption insurance required to be maintained by Tenant
pursuant to 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 all or a material
portion 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 title to a portion of the Building or Project, whether or not including a portion of the Premises, is taken or sold to
prevent a taking, and if Landlord elects to restore the Building in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party,
effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient 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 (less the costs incurred by Landlord or
the Ground Lessor incurred in collecting such award) 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. 


        SECTION 12.3.    TAKING OF PARKING AREA.    In the event there shall
be a taking of the parking area such that Landlord can no longer provide sufficient parking to comply with this Lease, 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.    Unless otherwise requested by
Landlord and Ground Lessor, this Lease shall be subordinate to the Ground Lease and all modifications, amendments, extensions and renewals thereof, provided that so long as no Event of Default has
occurred and remains uncured, this Lease shall not be terminated or Tenant's quiet enjoyment of the Premises disturbed in the event of the termination of the Ground Lease. At the option of Landlord or
any lender of Landlord's that obtains a security interest in the Building, this Lease shall be 


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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. Landlord will use its good faith efforts to obtain an agreement from the Ground Lessor on Ground Lessor's standard form consenting to Tenant's tenancy. Tenant shall execute
and deliver any documents or agreements requested by Landlord, the Ground Lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event
of a termination or foreclosure (including, without limitation a termination of the Ground Lease), 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 all instruments as may be 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.    


        (a)   Tenant
shall within ten (10) business days following written request from Landlord, execute, acknowledge and deliver to Landlord, in any form that Landlord may
reasonably require, a statement in 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
Tenant's knowledge, there are no uncured defaults on the part of Landlord, or specifying each default if any are claimed, and (iii) setting forth all further information that Landlord or any
prospective purchaser or encumbrancer may reasonably require. Tenant's statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Building or Project. 


        (b)   Notwithstanding
any other rights and remedies of Landlord, Tenant's failure to deliver any estoppel statement within the provided time shall be conclusive upon Tenant
that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured Events of Default in Landlord's performance, and
(iii) not more than one month's rental has been paid in advance. 


        SECTION 13.3.    FINANCIALS.    


        (a)   Tenant
shall deliver to Landlord, prior to the execution of this Lease and thereafter at any time and from time to time within ten (10) business days following
Landlord's written request, Tenant's current tax returns and financial statements, certified to be 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 Project,
and to any encumbrancer or proposed encumbrancer of all or any portion of the Building or Project. 


        (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 of any Statements to Landlord. 


ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES  


        SECTION 14.1.    TENANT'S DEFAULTS.    The occurrence of any one or
more of the following events (following the expiration of any cure period set forth below, if any is provided) 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 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 and the Work Letter. 



        (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. 


20







 

        (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
abandonment of the Premises by Tenant. 


        (f)    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 an Event of Default shall
not be deemed to have occurred if Tenant commences the cure within thirty (30) days, and thereafter diligently pursues the cure to completion. 


        (g)   (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, to have debts discharged or 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(g) 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(g) is contrary to applicable law, the provision shall be of no force or effect. 


        (h)   Any
other breach of this Lease which this Lease provides is an Event of Default. 


        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 (and to retain, use or apply any Security Deposit held by Landlord towards amounts estimated by Landlord
as): 



        (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 whether or not designated as additional rent
hereunder, 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 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" 




21







 


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 and to continue to enforce all of its rights and remedies under this Lease, including
the right to collect all rent as it becomes due as provided in Civil Code Section 1951.4. 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 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 or any other concession agreed to by Landlord hereunder ("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, inducement or consideration or other concession 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 14.3.    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 whether or not designated as additional rent hereunder, 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 One Hundred Dollars ($100.00) for each delinquent payment; provided, however, that such late payment shall be waived by Landlord
for the initial late payment by Tenant. 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 Security Deposit by one hundred percent (100%). Should Tenant deliver to Landlord, at any time during the Term, 


22







 

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 Events 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/JUDICIAL REFERENCE.    


        (a)   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, TO THE EXTENT ENFORCEABLE UNDER CALIFORNIA LAW, 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.


        (b)   IN THE EVENT THAT THE JURY WAIVER PROVISIONS OF SECTION 14.7(a) ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE PROVISIONS OF THIS SECTION
14.7(b) SHALL APPLY. IT IS THE DESIRE AND INTENTION OF THE PARTIES TO AGREE UPON A MECHANISM AND PROCEDURE UNDER WHICH CONTROVERSIES AND DISPUTES ARISING OUT OF THIS LEASE OR RELATED TO THE PREMISES
WILL BE RESOLVED IN A PROMPT AND EXPEDITIOUS MANNER. ACCORDINGLY, EXCEPT WITH RESPECT TO ACTIONS FOR UNLAWFUL OR FORCIBLE DETAINER OR WITH RESPECT TO THE PREJUDGMENT REMEDY OF ATTACHMENT, 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, SHALL BE HEARD AND RESOLVED BY A REFEREE UNDER THE PROVISIONS OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE, SECTIONS 638 - 645.1, INCLUSIVE (AS SAME MAY BE AMENDED, OR ANY SUCCESSOR STATUTE(S) THERETO) (THE "REFEREE SECTIONS"). ANY FEE TO
INITIATE THE JUDICIAL REFERENCE PROCEEDINGS SHALL BE PAID BY THE PARTY INITIATING SUCH  


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 PROCEDURE; PROVIDED HOWEVER, THAT THE COSTS AND FEES, INCLUDING ANY INITIATION FEE, OF SUCH PROCEEDING SHALL ULTIMATELY BE BORNE IN ACCORDANCE WITH SECTION 14.6 ABOVE. THE VENUE OF THE PROCEEDINGS
SHALL BE IN THE COUNTY IN WHICH THE PREMISES ARE LOCATED. WITHIN TEN (10) DAYS OF RECEIPT BY ANY PARTY OF A WRITTEN REQUEST TO RESOLVE ANY DISPUTE OR CONTROVERSY PURSUANT TO THIS SECTION
14.7(b), THE PARTIES SHALL AGREE UPON A SINGLE REFEREE WHO SHALL TRY ALL ISSUES, WHETHER OF FACT OR LAW, AND REPORT A FINDING AND JUDGMENT ON SUCH ISSUES AS REQUIRED BY THE REFEREE SECTIONS. IF THE
PARTIES ARE UNABLE TO AGREE UPON A REFEREE WITHIN SUCH TEN (10) DAY PERIOD, THEN ANY PARTY MAY THEREAFTER FILE A LAWSUIT IN THE COUNTY IN WHICH THE PREMISES ARE LOCATED FOR THE PURPOSE OF
APPOINTMENT OF A REFEREE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640, AS SAME MAY BE AMENDED OF ANY SUCCESSOR STATUTE(S) THERETO. IF THE REFEREE IS APPOINTED BY THE COURT, THE
REFEREE SHALL BE A NEUTRAL AND IMPARTIAL RETIRED JUDGE WITH SUBSTANTIAL EXPERIENCE IN THE RELEVANT MATTERS TO BE DETERMINED, FROM JAMS/ENDISPUTE, INC., THE AMERICAN ARBITRATION ASSOCIATION OR
SIMILAR MEDIATION/ARBITRATION ENTITY. THE PROPOSED REFEREE MAY BE CHALLENGED BY ANY PARTY FOR ANY OF THE GROUNDS LISTED IN SECTION 641 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, AS SAME MAY BE AMENDED
OR ANY SUCCESSOR STATUTE(S) THERETO. THE REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES OF FACT AND LAW AND REPORT HIS OR HER DECISION ON SUCH ISSUES, AND TO ISSUE ALL RECOGNIZED REMEDIES AVAILABLE
AT LAW OR IN EQUITY FOR ANY CAUSE OF ACTION THAT IS BEFORE THE REFEREE, INCLUDING AN AWARD OF ATTORNEYS' FEES AND COSTS IN ACCORDANCE WITH CALIFORNIA LAW. THE REFEREE SHALL NOT, HOWEVER, HAVE THE
POWER TO AWARD PUNITIVE DAMAGES, NOR ANY OTHER DAMAGES WHICH ARE NOT PERMITTED BY THE EXPRESS PROVISIONS OF THIS LEASE, AND THE PARTIES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SUCH DAMAGES. THE PARTIES
SHALL BE ENTITLED TO CONDUCT ALL DISCOVERY AS PROVIDED IN THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE REFEREE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY
TRIAL COURT JUDGE, WITH RIGHTS TO REGULATE DISCOVERY AND TO ISSUE AND ENFORCE SUBPOENAS, PROTECTIVE ORDERS AND OTHER LIMITATIONS ON DISCOVERY AVAILABLE UNDER CALIFORNIA LAW. THE REFERENCE PROCEEDING
SHALL BE CONDUCTED IN ACCORDANCE WITH CALIFORNIA LAW (INCLUDING THE RULES OF EVIDENCE), AND IN ALL REGARDS, THE REFEREE SHALL FOLLOW CALIFORNIA LAW APPLICABLE AT THE TIME OF THE REFERENCE PROCEEDING.
IN ACCORDANCE WITH SECTION 644 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, THE DECISION OF THE REFEREE UPON THE WHOLE ISSUE MUST STAND AS THE DECISION OF THE COURT, AND UPON THE FILING OF THE STATEMENT
OF DECISION WITH THE CLERK OF THE COURT, OR WITH THE JUDGE IF THERE IS NO CLERK, JUDGMENT MAY BE ENTERED THEREON IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE PARTIES SHALL
PROMPTLY AND DILIGENTLY COOPERATE WITH ONE ANOTHER AND THE REFEREE, AND SHALL PERFORM SUCH ACTS AS MAY BE NECESSARY TO OBTAIN A PROMPT AND EXPEDITIOUS RESOLUTION OF THE DISPUTE OR CONTROVERSY IN
ACCORDANCE WITH THE TERMS OF THIS SECTION 14.7(b). TO THE EXTENT THAT NO PENDING LAWSUIT HAS BEEN FILED TO OBTAIN THE APPOINTMENT OF A REFEREE, ANY PARTY, AFTER THE ISSUANCE OF THE DECISION OF THE
REFEREE, MAY APPLY TO THE COURT OF THE COUNTY IN WHICH THE PREMISES ARE LOCATED FOR CONFIRMATION BY THE COURT OF THE DECISION OF THE REFEREE IN THE SAME MANNER AS A PETITION FOR CONFIRMATION OF AN
ARBITRATION AWARD PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 1285 ET SEQ. (AS SAME MAY BE AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO).



        SECTION 14.8.    SATISFACTION OF JUDGMENT.    The obligations of
Landlord do not constitute the personal obligations of the individual partners, trustees, directors, officers, members or shareholders of Landlord or its constituent partners or members. Should Tenant
recover a money judgment against Landlord, such judgment shall be satisfied only from the interest of Landlord in the Project 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 Project and no action for any deficiency may
be sought or obtained by Tenant. 


        SECTION 14.9.    LIMITATION OF ACTIONS AGAINST LANDLORD.    Any claim,
demand or right of any kind by Tenant which is based upon or arises in connection with this Lease, including without limitation any arising under a tort or contract cause of action, shall be barred
unless Tenant commences an action thereon within six (6) months after the date that the act, omission, event or default upon which the claim, demand or right arises, has occurred and becomes
(or with reasonable diligence should have become) known to 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 prior written consent of Landlord shall constitute a month-to-month tenancy commencing on the first (1st) day 


24







 

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 month 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 then currently scheduled Basic Rent for comparable space in the Project. The acceptance by Landlord of monthly holdover rental in a lesser amount
shall not constitute a waiver of Landlord's right to recover the full amount due for any holdover by Tenant, unless otherwise agreed in writing by Landlord. 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 and Ground Lessor harmless from all loss or liability, including without limitation, any
claims made by any succeeding tenant relating to such failure to surrender. 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 Section 7.3 of this Lease and of the Work Letter, if any, attached hereto, 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, removable trade fixtures, and equipment and debris and perform all work required under Section 7.3 of this Lease and/or the Work Letter, if any, attached hereto, as to Replacements of
Non-Standard Improvements and removal of Alterations, except for any items that Landlord may by written authorization allow to remain. The foregoing obligation to quit and surrender
possession of the Premises shall include, without limitation, the surrender of possession of the FF&E in as good order, condition and repair as when received, reasonable wear and tear excepted. 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 at Tenant's expense. 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 property 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. It is understood that Tenant shall not
remove the FF&E from the Premises at any time during the Term, and that the FF&E shall remain the property of Landlord upon the Expiration Date or earlier termination of this Lease. 


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 the address specified in Item 13 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 five (5) days after demand. All
payments requiring pioration shall be prorated on the basis of the number of days in the pertinent calendar month or year, as applicable. 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). 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, duly registered or certified, 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, Project 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 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. 


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ARTICLE XVIII. BROKER'S COMMISSION  


        The parties recognize as the broker(s) who negotiated this Lease the firm(s), 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. It is understood and agreed that Landlord's Broker represents
only Landlord in this transaction and that Tenant's Broker (if any) represents only Tenant. Each party warrants that it has had no dealings with any other real estate broker or agent in connection
with the negotiation of this Lease, and agrees to indemnify and hold the other party harmless from any cost, expense or liability (including reasonable attorneys' fees) for any compensation,
commissions or charges claimed by any other real estate broker or agent employed by the indemnifying party in connection with the negotiation of this Lease. The foregoing agreement shall survive the
termination of this Lease. 


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 tamed 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, no landlord under a so-called
sale-leaseback nor Ground Lessor, shall be responsible in connection with the Security Deposit, unless the mortgagee or beneficiary under the deed of trust or the landlord or Ground Lessor
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 a part 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 Project 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. 


26







 

        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 Project, 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. 



        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, 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.    Each of Landlord and Tenant represents and warrants to the other party that the individual(s) executing this Lease are duly authorized to execute and
deliver this Lease on behalf of Landlord and Tenant, respectively, and that this Lease is binding upon Landlord and Tenant, respectively, 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, members, shareholders, 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 determines 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 


27







 

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. 



        SECTION 22.2.    GUARANTEE.    As a condition to the execution of this
Lease by Landlord, the obligations, covenants and performance of the Tenant as herein provided shall be guaranteed in writing by the Guarantor(s) listed in Item 7 of the Basic Lease Provisions
("Guarantor"), if any, on a form of guaranty provided by Landlord ("Guarantee"). Any default by a
Guarantor under the Guarantee shall be deemed to be an Event of Default under the terms of this Lease. In addition, any filing by or against a Guarantor of a petition to have such Guarantor 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 such Guarantor, the same is dismissed within thirty (30) days), a Guarantor's convening of a meeting of its creditors for the purpose of effecting a moratorium upon or composition of
its debts or the failure of a Guarantor 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 such Guarantor, shall be
deemed to be an Event of Default by Tenant. 


        SECTION 22.3.    CHANGES REQUESTED BY LENDER.    If, in connection
with obtaining financing for the Project, 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 Project. 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 Project
or any part thereof, in which event the cost thereof shall be included within the definition of Project Costs. 



        SECTION 22.7.    MOVING ALLOWANCE.    In consideration of the
execution of this Lease by Tenant, Landlord shall reimburse to Tenant an amount not to exceed Ninety Eight Thousand Six Hundred Eight Dollars ($98,608.00) for the "out of pocket" costs and expenses
reasonably incurred by Tenant in connection with Tenant's move to the Premises, including, without limitation, moving and telephone and cabling relocation costs and expenses incurred by Tenant.
Landlord shall reimburse Tenant for such costs and expenses within thirty (30) days following receipt from Tenant of invoices or other reasonably detailed evidence of Tenant's expenditure of
such expenses. Landlord's obligation to fund the foregoing moving allowance is conditioned upon Tenant's delivering any invoice for such costs and expenses (or other reasonably detailed evidence of
Tenant's expenditure of such expenses) not later than June 30, 2007. 


28









  



	LANDLORD:	 	TENANT:
	
IRVINE COMMERCIAL PROPERTY COMPANY LLC,

a Delaware limited liability company	
 	
HIRERIGHT, INC.,

a California corporation
	

By:	

/s/ Clarence W. Barker
	
 	

By:	

/s/ Eric J. Boden

	 	Clarence W. Barker

Executive Vice President	 	 	Name (Print): Eric J. Boden

Title (Print): Chairman & CEO
	

By:	

/s/ E. Valjean Wheeler
	
 	

By:	

/s/ Jeffrey A. Wahba

	 	E. Valjean Wheeler

Executive Vice President

Asset Management, Office Properties	 	 	Name: Jeffrey A. Wahba

Title: CFO




29







 


  


30









 
 

5151 California—Furniture Inventory    
    


FIRST FLOOR:  


WORKSTATIONS:

    (62) 8' × 8' workstations

    (6) 8' × 12' workstations 


LATERAL
FILES:

    (19) 30"W

    (3) 42"W 


STORAGE
CABINETS:

    (4) 42"W 


OFFICE
FURNITURE:

ROOM #1:* Conference Room

    (1) 10' × 4.5' conference table

    (8) ergonomic chairs

    (1) Steelcase chair 


ROOM
#2: Executive Office

    (1) 8' × 2.5' RH bullet desk

    (1) 4' bridge

    (1) 8' × 2' LH credenza

    (1) 30"W 2-drawer lateral file w/storage cabinet on top

    (1) 7" hutch

    (1) 42" dia table

    (4) guest chairs

    (1) executive chair 


ROOM
#3: Executive Office

    (1) 8' × 2.5' RH desk

    (1) 4' bridge

    (1) 8' × 2' RH credenza

    (1) 7" hutch

    (1) 42" dia table

    (4) guest chairs

    (1) executive chair 


ROOM
#4: Conference Room

    (1) 10' × 4.5' conference table

    (9) black task chairs

    (1) Herman Miller Aeron chair

    (2) Geiger tablet arm chairs 


BREAK
ROOM:

    (5) 42" dia tables

    (4) 3' × 3.5' tables w/built in banquettes

    (1) ping pong table

    (23) wooden chairs 


MISCELLANEOUS
FURNITURE:

    (2) 7' × 4.5' conference tables (in open areas)

    (1) conference table

    (2) 42" dia tables

    (2) 2-drawer lateral files w/storage on top

    (2) 2-drawer Fire King Later files

    (1) 4-drawer Fire King lateral files

    (1) L-shaped executive desk unit (3 pieces—one desk w/two returns, no pedestals)

    (64) folding chairs

    (1) pool table

    (20) folding tables

    (1) Herman Miller teardrop table 


	*
	See
attached plan for "Room" Identification. July 14, 2006  


EXHIBIT A-1
  Page 1 of 9











CHAIRS:
(NOTE: CHAIRS ARE LISTED IN A GRANT TOTAL BY TYPE AND INCLUDE THE CHAIRS THAT ARE LISTED IN EACH CONFERENCE ROOM AND OFFICE. BREAK ROOM AND FOLDING CHAIRS ARE NOT INCLUDED HERE)

    (62) Herman Miller Aeron Chairs (2 are damaged)

    (13) Herman Miller Aside chairs

    (11) black Steelcase chairs

    (23) hi-back black fabric Sit On It chairs

    (4) Geiger tablet arm chairs

    (1) hi-back Global vinyl chair

    (12) Cherry frame/fabric Geiger guest chairs

    (3) hi-back black fabric United chairs

    (6) hi-back black vinyl chairs (3 are damaged)

    (1) mid-back black Sit On It chair

    (6) green fabric Global chairs

    (2) mid-black black chairs

    (1) camel leather Sit On It chair 



SECOND FLOOR:  


WORKSTATIONS:

    (4) 6' × 8' workstations

    (77) 8' × 8' workstations

    (10) 8' × 12' workstations

    (4) printer workstations 


LATERAL
FILES: (NOTE: COUNT INCLUDES FILES IN OFFICES)

    (68) 3-drawer/4-drawer, 30"W, 36W or 42"W 


STORAGE
CABINETS:

    (5) 42"W 


OFFICE
FURNITURE:

ROOM #1: Conference Room

    (1) 10' × 4.5' conference table

    (8) beige leather executive chairs 


ROOM
#2: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' RH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' left worksurface return

    (1) 48"W overhead

    (2) 48"W tackboards

    (2) BBF pedestals 


ROOM
#3: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' LH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' right worksurface return

    (1) 48W overhead

    (2) 48"W tackboards

    (2) BBF pedestals

    (3) FF pedestals 


ROOM
#4: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' RH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' left worksurface return

    (2) 48"W overheads

    (2) 48"W tackboards

    (1) BBF pedestal

    (3) FF pedestals 


ROOM
#5: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' LH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' right worksurface return

    (2) 48"W overheads

    (2) 48"W tackboards

    (1) BBF pedestal

    (3) FF pedestals

    (1) 42"W 4-drawer lateral file 


July 14, 2006  


EXHIBIT A-1
  Page 2 of 9








ROOM
#6: Office (empty)

    (1) 42" dia table

    (2) Geiger tablet arm chairs

    (2) Herman Miller teardrop table 



ROOM
#7: Conference Room (empty)

    (5) Geiger tablet arm chairs 


ROOM
#8: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' LH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' right worksurface return

    (2) 48"W overheads

    (2) 48"W tackboards

    (1) BBF pedestal

    (1) FF pedestal

    (2) 36"W 4-drawer lateral file 


ROOM
#9: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' RH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' left worksurface return

    (1) 48"W overheads

    (2) 48"W tackboards

    (1) BBF pedestal

    (3) FF pedestals

    (1) 42"W 4-drawer lateral file 


ROOM
#10: Manager Office—8' × 8' Herman Miller Passage furniture

    (1) 6' × 4' LH bullet desk

    (1) 4' × 4' corner unit

    (1) 4' × 2' right worksurface return

    (1) 48"W overheads

    (2) 48"W tackboards

    (2) BBF pedestals

    (2) 42"W 3-drawer lateral file

    (2) 36"W bookcases 


ROOM
#11: Conference Room

    (1) 7' × 4.5' conference table

    (7) black task chairs

    (1) Herman Miller Aeron chair 


ROOM
#12: Executive Office

    (1) 8' × 2.5' RH desk

    (1) 4' bridge

    (1) 8' × 2' LH credenza

    (2) 36"W 2-drawer lateral files w/36"W 4-shelf bookcases on top

    (1) 42" dia table 


ROOM
#13: Conference Room

    (1) 10' × 4' racetrack conference table

    (5) black task chairs

    (1) Steelcase chair 


ROOM
#14: Empty 


ROOM
#15: Herman Miller Passage furniture

    (2) 4' × 4' corner units

    (2) 5' × 2' worksurfaces

    (1) 4' × 2' worksurface

    (1) 2.5' × 2' worksurface 


ROOM
#16: Conference Room

    (1) 7' × 3.5' conference table

    (4) black task chairs 


ROOM
#17: Conference Room

    (1) 5' × 3.5' conference table

    (4) black task chairs 


ROOM
#18: Conference Room

    (1) 5' × 3.5' conference table

    (2) black task chairs

    (1) Herman Miller Aeron chair 


July 14, 2006  


EXHIBIT A-1
  Page 3 of 9









ROOM
#19: Empty 


ROOM
#20: Empty 


ROOM
#21: Empty 


ROOM
#22: Empty 


ROOM
#23: Executive Conference Room

    (4) 6' × 4' conference tables

    (4) table sections that make a semi-circle w/a 12' dia table

    (2) Herman Miller Aeron chairs

    (14) camel leather hi-back chairs 


ROOM
#24: Conference Room

    (1) 6' × 4' conference table

    (5) beige leather executive chairs

    (1) Bulova wall clock

    (2) wood storage cabinets 


ROOM
#25: Executive Office

    (1) 8' × 2.5' LH desk

    (1) 4' bridge

    (1) 8' × 2' RH credenza

    (1) 7'W hutch 


ROOM
#26: Empty 


ROOM
#27: Executive Office

    (1) 8' × 2.5' RH desk

    (1) 4' bridge

    (1) 8' × 2' LH credenza

    (1) 7'W hutch

    (1) 30"W 2-drawer lateral file w/30"W bookcase on top

    (1) 42" dia table 


ROOM
#28: Conference Room

    (1) 8' × 4' conference table

    (7) black task chairs 


ROOM
#29: Conference Room

    (1) 7' × 3.5' conference table

    (4) black task chairs 


ROOM
#30: Executive Office

    (1) 8' × 2.5' LH desk

    (1) 4' bridge

    (1) 8' × 2' RH credenza

    (1) 7'W Hutch

    (1) 30"W 2-drawer lateral file w/30"W bookcase on top

    (1) 42" dia table

    (3) guest chairs 


ROOM
#31: Executive Office

    (1) 8' × 2.5' RH desk

    (1) 4' bridge

    (1) 8' × 2' LH credenza

    (1) 7'W Hutch

    (1) 30"W 2-drawer lateral file w/30"W bookcase on top

    (1) 42" dia table

    (3) guest chairs 


ROOM
#32: Conference Room

    (1) 7' × 4' conference table

    (3) black task chairs

    (2) Herman Miller Aeron chairs

    (1) Sit On It chair 


ROOM
#33: Conference Room

    (1) 10' × 5' conference table

    (6) beige leather executive chairs 


MISCELLANEOUS
FURNITURE:

    (1) BBF pedestal 


July 14, 2006  


EXHIBIT A-1
  Page 4 of 9








    (5)
FF pedestals

    (1) glass table

    (4) training tables

    (1) Herman Miller Passage office (RH office in open area)

    (1) Herman Miller Teardrop table

    (1) bookcase

    (3) racks

    (1) 7' × 4.5' conference table 


CHAIRS:
(NOTE: CHAIRS ARE LISTED IN A GRANT TOTAL BY TYPE AND INCLUDE THE CHAIRS THAT ARE LISTED IN EACH CONFERENCE ROOM AND OFFICE)

    (27) Herman Miller Aeron chairs

    (26) Herman Miller Aside chairs

    (8) black Steelcase chairs

    (51) hi-back black fabric Sit On It chairs

    (9) Geiger tablet arm chairs

    (1) hi-back green fabric Global chair

    (14) camel leather Sit On It chairs

    (19) beige leather hi-back chairs

    (15) Cheery frame/fabric Geiger guest chairs

    (4) camel leather club chairs

    (1) hi-back black fabric United chair 



SHELL
SPACE: Miscellaneous Herman Miller furniture workstation components, pool table, lunch room tables and chairs and folding chairs. 


July 14, 2006  


EXHIBIT A-1
  Page 5 of 9









  


July 14, 2006  


EXHIBIT A-1
  Page 6 of 9









  


July 14, 2006  


EXHIBIT A-1
  Page 7 of 9








5151 California Hardware Equipment Inventory  



	QTY
 
	 	Unit Description
 
	 	Part Number
	 	Serial Number

	 	 	AutoPatch 4YDM Matrix Switcher	 	 	 	 
	 	 	4x20 Y/C BNC, CP-10 Video Switch	 	P34-0420-210	 	 
	 	 	420 Y/C BNC, CP-10 Video Switch	 	P34-0420-210	 	 
	 	 	4x20 Y/C BNC, CP-10 Video Switch	 	P34-0420-210	 	 
	 	 	4x20 Y/C BNC, CP-10 Video Switch	 	P34-0420-210	 	 
	 	 	4x20 Y/C BNC, Stereo, DVC, CP-20A	 	P34-0420-217	 	 
	 	 	4x20 Y/C BNC, Stereo, DVC, CP-20A	 	P34-0420-217	 	 
	 	 	4x24 HDTV/Component Video, Stereo, CP-10	 	P34-0424-342	 	 
	 	 	4x24 HDTV/Component Video, Stereo, CP-10	 	P34-0424-342	 	 
	 	 	AMX PS4.212 BDC Power Supply	 	 	 	 
	 	 	AMX VSS2 Video Sync Sensor	 	 	 	 
	(4)	 	50 in Plasma TV screens	 	 	 	 
	 	 	AMX VSS2 Video Sync Sensor	 	 	 	 
	(2)	 	8' rear projection screen with projectors	 	 	 	 
	

 	
 	
Conf Room A/V and NOC	
 	

 	
 	

 
	 	 	Crown Corn-Tech 210 Amplifier	 	210 Amp	 	 
	 	 	Axcent Integrated Axcess Controller	 	1287-AM9	 	 
	 	 	M Power power center	 	PD-915R	 	 
	 	 	AMX VSS2 Video Sync Sensor	 	 	 	 
	 	 	AMX VSS2 Video Sync Sensor	 	 	 	 
	 	 	AMX PS4.2 12 VDC Power Supply	 	 	 	 
	 	 	Panasonic ceiling mount projector	 	 	 	 
	 	 	Panja conf room remote	 	PJ-09347	 	 
	 	 	Misc. NOC switching gear at workstations	 	 	 	 
	

 	
 	
Misc	
 	

 	
 	

 
	(4)	 	Cisco Aironet wireless access points	 	 	 	 
	 	 	Video Surveillance System, Monitor and DVR	 	 	 	 
	 	 	Data Aire Series DX 10 ton HVAC	 	 	 	 
	 	 	Liebert System 3 18Ton HVAC	 	 	 	 
	 	 	HP Designjet 800 printer	 	C7780B	 	 
	 	 	DSX Building access system	 	 	 	 
	 	 	Potter Fire suppression	 	 	 	 
	(21)	 	4 post Chatsworth Racks with cable management and ladder rack	 	 	 	 
	 	 	MGE UPS System	 	 	 	242154-01
	 	 	AVAYA G3 PBX ECS CARRIER SINGLE	 	 	 	00DR06903416
	 	 	AVAYA G3 PBX BCS ESCC PPN	 	 	 	99DR10904705
	 	 	AVAYA G3 PBX G3SI ADDL	 	 	 	00DR09903388
	

 	
 	
Network Switches	
 	

 	
 	

 
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960177
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960192
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG95003266
	 	 	HP Procurve 4000m -18 Port Switch	 	4000M, 72 Port Switch	 	SG93303032
	 	 	HP Procurve 4000m 48 Poit Switch	 	4000M, 72 Port Switch	 	SG02960189
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960194
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG01662901
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960197
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02161693
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02161682
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960193
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG93561746
	 	 	HP Procurve 4000m 48 Port Switch	 	4000M, 72 Port Switch	 	SG02960191
	

(24)	
 	

24 Port Ortronix Patch Panels	
 	

24 Port	
 	

 
	(15)	 	Ortronix Patch Panels	 	48 Port	 	 





July 14, 2006  


EXHIBIT A-1
  Page 8 of 9







 
 

5151 California—Generator Description


Cummins

Onon

Genset

Model DFAC4478029

Six C000080774

250kw 3ph

277/480 375.9 amp

Last service 12/21/05—hours 124.9

AQMD Permit Expires 4/16/06 


Transfer
switch

Cummins

Onon

Model OTPCC-4485930

SNN—0000132346

400 amp

480 volt 4 pole 


July 14, 2006  


EXHIBIT A-1
  Page 9 of 9










  


EXHIBIT
A-2 to Lease 








EXHIBIT B  


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 MANAGEMENT OFFICE

111 Innovation Drive

Irvine, CA 92617 


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


1.    GENERAL INFORMATION.    



	 	Name of Responding Company:	 	HireRight, Inc.	 	 
	 	Check all that apply:	 	Tenant	 	(X)	 	Contractor	 	(    )	 	 
	 	 	 	Prospective	 	(X)	 	Existing	 	(    )	 	 
	

 	

Mailing Address:	
 	

2100 Main St. #400, Irvine, CA 92614	
 	

 
	 	Contact person & Title:	 	Alex Munro — VP. & Info. Security and Technology
	 	Telephone Number:	 	(949) 428-5816	 	 





        Current TIC Tenant(s):  


        Address of Lease Premises: 


        Length
of Lease or Contract Term: 


        Prospective TIC Tenant(s):  



        Address of Leased Premises: 5151 California, University Research Park 


        Address
of Current Operations: 2100 Main St., #400 Irvine, CA 92614 



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. 


HireRight's
principal business is preparing pre-employment background checks over the Internet. No physical products other than background check reports will be performed. 



	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? 









	 	 	Chemical Products	 	Yes	 	(    )	 	No	 	(ü)	 	 
	 	 	Biological Hazards/Infectious Wastes	 	Yes	 	(    )	 	No	 	(ü)	 	 
	 	 	Radioactive Materials	 	Yes	 	(    )	 	No	 	(ü)	 	 
	 	 	Petroleum Products	 	Yes	 	(    )	 	No	 	(ü)	 	 










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







	 	 	Hazardous Materials	 	Location and Method of Storage	 	Quantity
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
		 	 	 	 	 	 





	2.3
	Is
any underground storage of hazardous materials proposed or currently conducted on the
premises? Yes (    )    No (ü) 





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. 


Note:
We understand there to be an existing diesel fuel storage tank for the generator located in the parking lot, and believe the permits should be on file with the Irvine Company or the current
tenant, IBM. 




	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. 









	 	 	Hazardous Materials	 	Location and Method of Storage	 	Quantity
	

 	
 	

None	
 	

 	
 	

 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
		 	 	 	 	 	 





	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 and Method of Storage	 	Quantity
	

 	
 	

None	
 	

 	
 	

 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
		 	 	 	 	 	 





	3.3
	Is
any treatment or processing of hazardous, infectious or radioactive wastes currently conducted or proposed to be conducted on the
premise? Yes (    )    No (ü) 




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. N/A 













	4.
	SPILLS.



	4.1
	During
the past year, have any spills or releases of hazardous materials occurred on the
premises? Yes (    )    No (ü) 






        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 (    )    No (ü) 




        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 (    )    No (ü) 




        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: 







	 	 	storm drain?	 	 	 	sewer?
	 	 	surface water?	 	X	 	no industrial discharge





	5.2
	Is
your industrial wastewater treated before discharge? Yes (    ) No (    ) N/A. 




        If
yes, describe the type of treatment conducted. 


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



	6.
	AIR DISCHARGES.



	6.1
	Do
you have any air filtration systems or stacks that discharge into the air?

Yes (    )    No (ü)



	6.2
	Do
you operate any equipment that requires air emissions permits?

Yes (    )    No (ü)



	6.3
	Attach
copies of any air discharge permits pertaining to these operations. N/A






	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 (    )    No (ü)



	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 (    )    No (ü) 






        If
so, attach a copy. 









	7.3
	Are
any of the chemicals used in your operations regulated under Proposition 65? No 



        If
so, describe the procedures followed to comply with these requirements. 


	7.4
	Is
your company subject to OSHA Hazard Communication Standard
Requirements? Yes (    )    No (ü) 



        If
so, describe the procedures followed to comply with these requirements. 



	8.
	ANIMAL TESTING.



	8.1
	Does
your company bring or intend to bring live animals onto the premises for research or development
purposes? Yes (    )    No (ü) 






        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 (    )    No (ü) 




        If
so, describe the activity. 



	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 (    )    No (ü) 






        If
so, describe the actions and any continuing 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 (    )    No (ü)



	9.3
	Has
an environmental audit ever been conducted which concerned operations or activities on premises occupied by
you? Yes (    )    No (ü) 











	9.4
	If
you answered "yes" to any questions in this section, describe the environmental action or complaint and any continuing compliance obligation imposed as a result of the same. 







	 	 	 	 	 	 
	

 	
 	

By:	
 	

/s/  ERIC J. BODEN      

	 	 	 	 	Name:	Eric J. Boden
	 	 	 	 	Title:	CEO
	 	 	 	 	Date:	7/14/2006











 
 

EXHIBIT C    
    
    LANDLORD'S DISCLOSURES    
    


None 








  



 
 

EXHIBIT D    
    
    TENANT'S INSURANCE    
    



        The following requirements for Tenant's insurance shall be in effect at the Building, and Tenant shall also cause any subtenant to comply with these requirements.
Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions to these insurance requirements. Tenant agrees to obtain and present evidence to Landlord that it has
fully complied with the insurance requirements. 


        1.     Tenant
shall, at its sole cost and expense, commencing on the date Tenant is given access to the Premises for any purpose and during the entire Term, procure, pay for and
keep in full force and effect: (i) commercial general liability insurance with respect to the Premises and the operations of or on behalf of Tenant in, on or about the Premises, including but
not limited to coverage for personal injury, independent contractors, broad form property damage, fire and water legal liability, products liability (if a product is sold from the Premises), and
liquor law liability (if alcoholic beverages are sold, served or consumed within the Premises), which policy(ies) shall be written on an "occurrence" basis and for not less than the amount set forth
in Item 13 of the Basic Lease Provisions, with a combined single limit (with a $50,000 minimum limit on fire legal liability) per occurrence for bodily injury, death, and property damage
liability, or the current limit of liability carried by Tenant, whichever is greater, and subject to such increases in amounts as Landlord may determine from time to time; (ii) workers'
compensation insurance coverage as required by law, together with employers' liability insurance of at least One Million Dollars ($1,000,000.00); (iii) with respect to Alterations and the like
required or permitted to be made by Tenant under this Lease, builder's risk insurance, in an amount equal to the replacement cost of the work; (iv) insurance against fire, vandalism, malicious
mischief and such other additional perils as may be included in a standard "special form" policy, insuring Tenant's Alterations, trade fixtures, furnishings, equipment and items of personal property
of Tenant located in the Premises, in an amount equal to not less than ninety percent (90%) of their actual replacement cost (with replacement cost endorsement); and (v) business interruption
insurance in amounts satisfactory to cover one (1) year of loss. In no event shall the limits of any policy be considered as limiting the liability of Tenant under this Lease. 



        2.     In
the event Landlord consents to Tenant's use, generation or storage of Hazardous Materials on, under or about the Premises pursuant to Section 5.3 of this Lease,
Landlord shall have the continuing right to require Tenant, at Tenant's sole cost and expense (provided the same is available for purchase upon commercially reasonable terms), to purchase insurance
specified and approved by Landlord, with coverage not less than Five Million Dollars ($5,000,000.00), insuring (i) any Hazardous Materials shall be removed from the Premises, (ii) the
Premises shall be restored to a clean, healthy, safe and sanitary condition, and (iii) any liability of Tenant, Landlord and Landlord's officers, directors, shareholders, agents, employees and
representatives, arising from such Hazardous Materials. 


        3.     All
policies of insurance required to be carried by Tenant pursuant to this Exhibit D containing a deductible
exceeding Ten Thousand Dollars ($10,000.00) per occurrence must be approved in writing by Landlord prior to the issuance of such policy. Tenant shall be solely responsible for the payment of all
deductibles. 


        4.     All
policies of insurance required to be carried by Tenant pursuant to this Exhibit D shall be written by
responsible insurance companies authorized to do business in the State of California and with a general policyholder rating of not less than "A-" and financial rating of not less than
"VIII" in the most current Best's Insurance Report. Any insurance required of Tenant may be furnished by Tenant under any blanket policy carried by it or under a separate policy. A true and exact copy
of each paid up policy evidencing the insurance (appropriately authenticated by the insurer) or a certificate of insurance, certifying that the policy has been issued, provides the coverage required
by this Exhibit D and contains the required provisions, together with endorsements acceptable to Landlord evidencing the waiver of subrogation
and additional insured provisions required below, shall be delivered to Landlord prior to the date Tenant is given the right of possession of the Premises. Proper evidence of the renewal of any
insurance coverage shall also be delivered to Landlord not less than thirty (30) days prior to the expiration of the coverage. 



        5.     Each
policy evidencing insurance required to be carried by Tenant pursuant to this Exhibit D shall contain the
following provisions and/or clauses satisfactory to Landlord: (i) with respect to Tenant's commercial general liability insurance, a provision that the policy and the coverage provided shall be
primary and that any coverage carried by Landlord shall be noncontributory with respect to any policies carried by Tenant, together with a provision including Landlord, the Additional Insureds
identified in Item 11 of the Basic Lease Provisions, and any other parties in interest designated by Landlord, as additional insureds; (ii) except with respect to Tenant's commercial
general liability insurance, a waiver by the insurer of any right to subrogation against Landlord, its agents, employees, contractors and representatives which arises or might arise by reason of any
payment under the policy or by reason of any act or omission of Landlord, its agents, employees, contractors or representatives; and (iii) a provision that the insurer will not cancel or change
the coverage provided by the policy without first giving Landlord thirty (30) days prior written notice. 


        6.     In
the event that Tenant fails to procure, maintain and/or pay for, at the times and for the durations specified in this  Exhibit D, any insurance required by this Exhibit D, or fails to carry insurance required
by any governmental authority, Landlord may at its election procure that insurance and pay the premiums, in which event Tenant shall repay Landlord all sums paid by Landlord, together with interest at
the maximum rate permitted by law and any related costs or expenses incurred by Landlord, within ten (10) days following Landlord's written demand to Tenant. 


1







 


        NOTICE TO TENANT: IN ACCORDANCE WITH THE TERMS OF THIS LEASE, TENANT MUST PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD'S MANAGEMENT AGENT PRIOR TO BEING
AFFORDED ACCESS TO THE PREMISES.


2








  



 
 

EXHIBIT E    
    
    RULES AND REGULATIONS    
    



        This Exhibit sets forth the rules and regulations governing Tenant's use of the Premises leased to Tenant pursuant to the terms, covenants and conditions of the
Lease to which this Exhibit is attached and therein made part thereof. In the event of any conflict or inconsistency between this Exhibit and the Lease, the Lease shall control. 


        1.     Tenant
shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall, which may appear unsightly from outside the
Premises. 


        2.     The
walls, walkways, sidewalks, entrance passages, elevators, stairwells, courts and vestibules shall not be obstructed or used for any purpose other than ingress and
egress of pedestrian travel to and from the Premises, and shall not be used for smoking, loitering or gathering, or to display, store or place any merchandise, equipment or devices, or for any other
purpose. The walkways, sidewalks, entrance passageways, courts, vestibules and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent
access thereto by all persons whose presence in the judgment of the Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that
nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of Tenant's business unless such persons are engaged in illegal
activities. Smoking is permitted outside the building and within the project only in areas designated by Landlord. No tenant or employee or invitee or agent of any tenant shall be permitted upon the
roof of the Building without prior written approval from Landlord. 


        3.     No
awnings or other projection shall be attached to the outside walls of the Building. No security bars or gates, curtains, blinds, shades or screens shall be attached to
or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise
sunscreened without the express written consent of Landlord. 



        4.     Tenant
shall not mark, nail, paint, drill into, or in any way deface any part of the Premises or the Building except to affix standard pictures or other wall hangings on
the interior walls of the premises so long as they are not visible from the exterior of the building. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall
be affixed to the floor of the Premises in any manner except as approved by Landlord in writing. The expense of repairing any damage resulting from a violation of this rule or removal of any floor
covering shall be borne by Tenant. 


        5.     The
toilet rooms, urinals, wash bowls and other plumbing apparatus shall not be used for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. Any pipes or tubing used by Tenant to transmit water to an appliance or device in the Premises must be made of copper or stainless steel, and
in no event shall plastic tubing be used for that purpose. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose
employees or invitees, caused it. 


        6.     Landlord
shall direct electricians as to the manner and location of any future telephone wiring. No boring or cutting for wires will be allowed without the prior consent
of Landlord. The locations of the telephones, call boxes and other office equipment affixed to the Premises shall be subject to the prior written approval of Landlord. 



        7.     The
Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the permitted use of the Premises. No
exterior storage shall be allowed at any time without the prior written approval of Landlord. The Premises shall not be used for cooking or washing clothes without the prior written consent of
Landlord, or for lodging or sleeping or for any immoral or illegal purposes. 


        8.     Tenant
shall not make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or
those having business with them, whether by the use of any musical instrument, radio, phonograph, noise, or otherwise. Tenant shall not use, keep or permit to be used, or kept, any foul or obnoxious
gas or substance in the Premises or permit or suffer the Premises to be used or occupied in any manner offensive or objectionable to Landlord or other occupants of this or neighboring buildings or
premises by reason of any odors, fumes or gases. 


        9.     No
animals, except for seeing eye dogs, shall be permitted at any time within the Premises. 


        10.   Tenant
shall not use the name of the Building or the Project in connection with or in promoting or advertising the business of Tenant, except as Tenant's address,
without the written consent of Landlord. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord's reasonable opinion, tends to impair the reputation of the Project
or its desirability for its intended uses, and upon written notice from Landlord any Tenant shall refrain from or discontinue such advertising. 


        11.   Canvassing,
soliciting, peddling, parading, picketing, demonstrating or otherwise engaging in any conduct that unreasonably impairs the value or use of the Premises or
the Project are prohibited and each Tenant shall cooperate to prevent the same. Landlord shall have full and absolute authority to regulate or prohibit the entrance to the Premises of any vendor,
supplier, purveyor, petitioner, proselytizer or other similar person if, in the good faith judgment of Landlord, such person will be involved in general solicitation activities, or the proselytizing, 


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petitioning,
or disturbance of other tenants or their customers or invitees, or engaged or likely to engage in conduct which may in Landlord's opinion distract from the use of the Premises for its
intended purpose. Notwithstanding the foregoing, Landlord reserves the absolute right and discretion to limit or prevent access to the Buildings by any food or beverage vendor, whether or not invited
by Tenant, and Landlord may condition such access upon the vendor's execution of an entry permit agreement which may contain provisions for insurance coverage and/or the payment of a fee to Landlord. 



        12.   No
equipment of any type shall be placed on the Premises which in Landlord's opinion exceeds the load limits of the floor or otherwise threatens the soundness of the
structure or improvements of the Building. 


        13.   Regular
building hours of operation are from 6:00 AM to 6:00 PM Monday through Friday and 9:00 AM to 1:00 PM on Saturday. No air conditioning unit or other similar
apparatus shall be installed or used by any Tenant without the prior written consent of Landlord. 


        14.   The
entire Premises, including vestibules, entrances, parking areas, doors, fixtures, windows and plate glass, shall at all times be maintained in a safe, neat and clean
condition by Tenant. All trash, refuse and waste materials shall be regularly removed from the Premises by Tenant and placed in the containers at the locations designated by Landlord for refuse
collection. All cardboard boxes must be "broken down" prior to being placed in the trash container. All styrofoam chips must be bagged or otherwise contained prior to placement in the trash container,
so as not to constitute a nuisance. Pallets must be immediately disposed of by tenant and may not be disposed of in the Landlord provided trash container or enclosures. Pallets may be neatly stacked
in an exterior location on a temporary basis (no longer than 5 days) so long as Landlord has provided prior written approval. The burning of trash, refuse or waste materials is prohibited. 



        15.   Tenant
shall use at Tenant's cost such pest extermination contractor as Landlord may direct and at such intervals as Landlord may require. 


        16.   All
keys for the Premises shall be provided to Tenant by Landlord and Tenant shall return to Landlord any of such keys so provided upon the termination of the Lease.
Tenant shall not change locks or install other locks on doors of the Premises, without the prior written consent of Landlord. In the event of loss of any keys furnished by Landlord for Tenant, Tenant
shall pay to Landlord the costs thereof. Upon the termination of its tenancy, Tenant shall deliver to Landlord all the keys to lobby(s), suite(s) and telephone & electrical room(s) which have
been furnished to Tenant or which Tenant shall have had made. 


        17.   No
person shall enter or remain within the Project while intoxicated or under the influence of liquor or drugs. Landlord shall have the right to exclude or expel from
the Project any person who, in the absolute discretion of Landlord, is under the influence of liquor or drugs. 


        18.   The
moving of large or heavy objects shall occur only between those hours as may be designated by, and only upon previous written notice to, Landlord, and the persons
employed to move those objects in or out of the Building must be reasonably acceptable to Landlord. Without limiting the generality of the foregoing, no freight, furniture or bulky matter of any
description shall be received into or moved out of the lobby of the Building or carried in the elevator. 


        19.   Tenant
shall not install equipment, such as but not limited to electronic tabulating or computer equipment, requiring electrical or air conditioning service in excess of
that to be provided by Landlord under the Lease without prior written consent of Landlord. 



        20.   Landlord
may from time to time grant other tenants of the project individual and temporary variances from these Rules, provided that any variance does not have a
material adverse effect on the use and enjoyment of the Premises by Tenant. 


        21.   Landlord
reserves the right to amend or supplement the foregoing Rules and Regulations and to adopt and promulgate additional rules and regulations applicable to the
Premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to the Tenant. 


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EXHIBIT F
  
    IRREVOCABLE STANDBY LETTER OF CREDIT    
    



	Number:	 	

	Date:	 	

	Amount:	 	

	Expiration:	 	







	

BENEFICIARY	
 	

ACCOUNT PARTY	
 	

 
	

The Irvine Company	
 	

	
 	

 
	550 Newport Center Drive	 	
	 	 
	Newport Beach, CA 92660	 	
	 	 
	Attn: Senior Vice President, Operations

           Office Properties

	 	 	 	 





We
hereby issue our Irrevocable Letter of Credit No.                        in favor of The Irvine Company, and its successors and
assigns for the account of                        . We undertake to honor your draft
or drafts, delivered to us from time to time, for any sum or sums not to exceed a total of                        
($                        ) in favor of said beneficiary when accompanied by the draft described below
and a letter from an officer of The Irvine Company or such successor or assign that states as follows: "The "Landlord" under the Lease pursuant to which this letter of credit was issued is authorized
to draw upon this Letter of Credit in the amount of the accompanying draft according to the terms of its lease agreement with the Account Party as "Tenant"." 


It
is a condition of this letter of credit that it shall remain enforceable against us for a period of                        from
this date and further, that it shall be deemed automatically extended for
successive one-year periods without amendment thereafter unless thirty (30) days prior to the expiration date set forth above, or within thirty (30) days prior to the end of
any yearly Anniversary Date thereafter, you shall receive our notice in writing by certified mail, return receipt requested, that we elect not to renew this letter of credit for any subsequent year.
We shall reissue this letter of credit to a new party which is a successor or assign upon written request by The Irvine Company or such successor or assign accompanied by a certificate that the Lease
pursuant to which this letter of credit was issued was assigned to such party. 


The
draft must be marked "Drawn under                        Letter of Credit
No.                        dated                
        ."
 


There
are no other conditions of this letter of credit. Except so far as otherwise stated, this credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision,
International Chamber of Commerce, Publication No. 500). 



	
	 	 
	

	
 	

 
	

 	

 	
 	

 
	

 	

 	
 	

 
	By:	
	 	 
	

By:	

	
 	

 




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FIRST AMENDMENT TO LEASE    
    


I.     PARTIES AND DATE.  


        This First Amendment to Lease (the "Amendment") dated September 27th, 2006, is by and between IRVINE COMMERCIAL PROPERTY COMPANY LLC, a
Delaware limited liability company ("Landlord"), and HIRERIGHT, INC., a California corporation ("Tenant"). 



II.    RECITALS.  


        On July 20, 2006, Landlord and Tenant entered into a lease ("Lease") for space in a building located at 5151 California, Suites 100 & 200, Irvine,
California ("Suites 100 & 200"). 


        Landlord
and Tenant each desire to modify the Lease to add approximately 9,531 rentable square feet of space in the building, more particularly described on  EXHIBIT A attached to this Amendment and herein
referred to as "Suite 150", to adjust the Basic Rent, and to make such other modifications as are set
forth in "III. MODIFICATIONS" next below. 


III.  MODIFICATIONS.  


        A.    Premises.    From and after the "Commencement Date for Suite 150" (as hereinafter defined), Suite 150 together
with Suites 100 & 200 shall collectively constitute the "Premises" under the Lease. 


        B.    Basic Lease Provisions.    The Basic Lease Provisions are hereby amended as follows: 



        1.     Effective
as of the Commencement Date for Suite 150, Item I shall be deleted in its entirety and substituted therefor shall be the following: 




"1.
Premises: Suite Nos. 100, 150 and 200 (the Premises are more particularly described in Section 2.1). 


Address
of Building: 5151 California, Irvine, CA" 





        2.     Item
4 is hereby amended by adding the following: 




"Commencement
Date for Suite 150: January 1, 2007" 





        3.     Item
6 is hereby amended by adding the following: 




"Basic
Rent for Suite 150: Commencing on the Commencement Date for Suite 150, the Basic Rent for Suite 150 shall be Seventeen Thousand One Hundred Fifty-Six Dollars ($17,156.00) per month,
based on $1.80 per rentable square foot. 


Commencing
January 1, 2008, the Basic Rent shall be Eighteen Thousand Five Hundred Eighty-Five Dollars ($18,585.00) per month, based on $1.95 per rentable square foot. 



Commencing
January 1, 2009, the Basic Rent shall be Twenty Thousand Fifteen Dollars ($20,015.00) per month, based on $2.10 per rentable square foot." 





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	4.
	Effective
as of the Commencement Date for Suite 150, Item 8 shall be deleted in its entirety and substituted therefor shall be the following: 





"8.
Floor Area of Premises: Approximately 63,440 rentable square feet, comprised of the following: 


Suites
100 & 200—approximately 53,909 rentable square feet Suite 150—approximately 9,531 rentable square feet" 




	5.
	Effective
as of the Commencement Date for Suite 150, Item 15 shall be deleted in its entirety and substituted therefor shall be the following: 






"15.
Vehicle Parking Spaces: Two Hundred Thirty-Three (233)" 






        C.    Letter of Credit.    Concurrently with the execution and delivery of this Amendment, Tenant shall provide
Landlord with a new Letter of Credit in the amount of Four Hundred Three Thousand Ninety-Seven Dollars ($403,097.00), which new Letter of Credit shall be held by Landlord pursuant to the applicable
provisions of Section 4.3 of the Lease. Upon receipt of said new Letter of Credit, Landlord shall fully exonerate the existing Letter of Credit in the amount of Three Hundred Forty Two Thousand
Eight Hundred Sixty-Two Dollars ($342,862.00) being held by Landlord as of the date of this Amendment. Additionally, the third (3rd) full paragraph of Section 4.3 of
the Lease is hereby deleted in its entirety, and substituted therefor shall be the following: 




"In
the event that no "Event of Default" has occurred at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once
with respect to any payments of Basic Rent and Operating Expenses due under the Lease, then upon the written request of Tenant, Landlord shall authorize reductions to the principal amount of the
Letter of Credit in accordance with the following schedule: 


	(i)
	One
Hundred Twenty Three Thousand Seven Hundred Eight Dollars ($123,708.00) from and after the eighteenth (18th) month of the Term; and



	(ii)
	One
Hundred Thirty One Thousand Seven Hundred Ninety-Four Dollars ($131,794.00) from and after the twenty-fourth (24th) month of the Term." 





        D.    Ground Floor Lobby.    The provisions of Section 2.2 of the Lease requiring Landlord to construct a
reception area in the main entry of the Premises and to reconstruct the ground floor lobby of the Building to Landlord's multi-tenant standard lobby configuration in accordance in the plan attached as
Exhibit A-2 to the Lease, are hereby deleted in their entirety and shall have no further force or effect. 


        E.    Right of First Offer.    The provisions of Section 2.4 of the Lease entitled "Right of First Offer" are
hereby deleted in their entirety and shall have no further force or effect. 


        F.    Acceptance of Suite 150.    Tenant acknowledges that the lease of Suite 150 pursuant to this Amendment shall be
on an "as-is" basis without further obligation on Landlord's part as to improvements whatsoever, except that Landlord shall construct those "Tenant Improvements" in the Premises pursuant
to the Work Letter attached as Exhibit X to this Amendment. 


IV.    GENERAL.  


        A.    Effect of Amendments.    The Lease shall remain in full force and effect except to the extent that it is
modified by this Amendment. 


        B.    Entire Agreement.    This Amendment embodies the entire understanding between Landlord and Tenant with respect
to the modifications set forth in "III. MODIFICATIONS" above and can be changed only by a writing signed by Landlord and Tenant. 


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        C.    Counterparts.    If this Amendment is executed in counterparts, each is hereby declared to be an original; all,
however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without
foundation. 


        D.    Defined Terms.    All words commencing with initial capital letters in this Amendment and defined in the Lease
shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment. 



        E.    Corporate and Partnership Authority.    If Tenant is a corporation or partnership, or is comprised of either or
both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the
corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms. 


        F.    Attorneys' Fees.    The provisions of the Lease respecting payment of attorneys' fees shall also apply to this
Amendment. 


V.     EXECUTION.  


        Landlord and Tenant executed this Amendment on the date as set forth in "I. PARTIES AND DATE." above. 



	LANDLORD:	 	TENANT:
	

THE IRVINE COMPANY LLC

a Delaware limited liability company	
 	

HIRERIGHT, INC.,

a California corporation
	

By:	

/s/  STEVEN M. CASE      
	
 	

By:	

/s/  ALEXANDER MUNRO      

	 	Steven M. Case, Senior Vice President Leasing,	 	Name:	Alexander Munro
	 	Office Properties	 	Title:	VP of IP/Infosec
	

By:	

/s/  CHRISTOPHER J. POPMA      
	
 	

By:	

/s/  JEFFREY WAHBA      

	 	Christopher J. Popma, Vice President Operations,	 	Name:	Jeffrey Wahba
	 	Office Properties	 	Title:	CFO




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EXHIBIT X    
    
    WORK LETTER    
    
    BUILD TO SUIT    
    
    SUITE 150    
    



        The tenant improvement work (the "Tenant Improvements" and the "Tenant Improvement Work") shall consist of the work, including work in place as of the date
hereof, required to complete the improvements to Suite 150 as shown in the space plan prepared by LPA, Inc., dated September 20, 2006, and the pricing estimate prepared by Turelk dated
September 26, 2006 (collectively, the "Plan"), except that the following "Alternates" shown in the Turelk pricing estimate shall not be constructed: Alternates F and J. The Tenant Improvement
Work shall be performed by a contractor selected by Landlord and in accordance with the requirements and procedures set forth below. 


I.    ARCHITECTURAL AND CONSTRUCTION PROCEDURES.    



        A.    Landlord
shall cause its contractor to construct the Tenant Improvements at Landlord's sole cost and expense, except that Tenant shall pay the amount of Eleven Thousand
Three Hundred Eighty Dollars ($11,380.00) towards the cost of the Tenant Improvements prior to commencement of construction thereof; and provided further that: (i) any additional cost resulting
from any "Change" (as hereinafter defined) requested by Tenant shall be borne solely by Tenant and paid to Landlord as hereinafter provided, and (ii) should Tenant elect to change the ground
floor lobby flooring with Landlord's building standard limestone, then Landlord shall bear not more than Five Thousand Dollars ($5,000.00) of the costs of such Change, and Tenant shall be responsible
for the remainder of the cost of such Change as hereinafter provided. Unless otherwise specified in the Plan, all materials, specifications and finishes utilized in constructing the tenant
Improvements shall be Landlord's building standard tenant improvements, materials and specifications for the Project as set forth in Schedule I attached hereto ("Standard Improvements"). Should
Landlord submit any additional plans, equipment specification sheets, or other matters to Tenant for approval or completion in connection with the Tenant Improvement Work, Tenant shall respond in
writing, as appropriate, within five (5) days unless a shorter period is provided herein. Tenant shall not unreasonably withhold its approval of any matter, and any disapproval shall b e
limited to items not previously approved by Tenant in the Plan or otherwise. 



        B.    In
the event that Tenant requests in writing a revision to the Plan ("Change"), and Landlord so approves such Change as provided in Section LC below, Landlord shall
advise Tenant by written change order as soon as is practical of any increase in the cost to complete the Tenant Improvement Work that such Change would cause. Tenant shall approve or disapprove such
change order in writing within two (2) business days following Tenant's receipt of such change order. If Tenant approves any such change order, Landlord, at its election, may either
(i) require as a condition to the effectiveness of such change order that Tenant pay the increase in the cost to complete attributable to such change order concurrently with delivery of
Tenant's approval of the change order, or (ii) defer Tenant's payment of such increase until the date ten (10) days after delivery of invoices for same, provided however, that such cost
must in any event be paid in full prior to Tenant's commencing occupancy of Suite 150. If Tenant disapproves any such change order, Tenant shall nonetheless be responsible for the reasonable
architectural and/or planning fees incurred in preparing such change order. Landlord shall have no obligation to interrupt or modify the Tenant Improvement Work pending Tenant's approval of a change
order, but if Tenant fails to timely approve a change order, Landlord may (but shall not be required to) suspend the applicable Tenant Improvement Work. 



        C.    Landlord
may consent in writing, in its sole and absolute discretion, to Tenant's request for a Change, including any modification of a Standard Improvement in the Plan
to a non-standard improvement ("Non-Standard Improvement"), if requested in writing by Tenant. In addition, Landlord agrees that it shall not unreasonably withhold its consent
to Tenant's requested Changes to previously approved Non-Standard Improvements, unless Landlord determines, in its sole and absolute discretion, that such requested Change to the
Non-Standard Improvements (i) is of a lesser quality than the Non-Standard Improvements previously approved by Landlord, (ii) fails to conform to applicable
governmental requirements, (iii) would result in Suite 150 requiring building services beyond the level normally provided to other tenants, (iv) interferes in any manner with the proper
functioning of, or Landlord's access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment in or serving the Building, or (v) would have an adverse aesthetic impact
to Suite 150 or cause additional expenses to Landlord in reletting Suite 150. Unless Landlord otherwise agrees in writing, in its sole and absolute discretion: (a) the cost to complete any
Non-Standard Improvements shall be borne by Tenant, and (b) all Standard Improvements and Non-Standard Improvements shall become the property of Landlord and shall be
surrendered with Suite 150 at the end of the Term; except that Landlord may, by notice to Tenant given at the time of Landlord's consent thereto, require Tenant either to remove all or any of the
Tenant Improvements added by way of the Change, to repair any damage to Suite 150 or the Common Area arising from such removal, and to replace any Non-Standard Improvements added by way of
a Change with the applicable Standard Improvement, or to reimburse Landlord for the reasonable cost of such removal, repair and replacement upon demand. Any such removals, repairs and replacements by
Tenant shall be completed by the Expiration Date or sooner termination of this Lease. Notwithstanding the foregoing, Tenant shall have no obligation to remove any portion of the Tenant Improvements
that are shown on the approved Plan. 


        D.    Tenant
hereby designates Alex Munro ("Tenant's Construction Representative"), Telephone No. (949) 428-5800, as its representative, agent and
attorney-in-fact for all matters related to the Tenant Improvement Work, including 


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but
not by way of limitation, for purposes of receiving notices, approving submittals and issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and directives of
such person(s) as if given directly by Tenant. The foregoing authorization is intended to provide assurance to Landlord that it may rely upon the directives and decision making of the Tenant's
Construction Representative with respect to the Tenant Improvement Work and is not intended to limit or reduce Landlord's right to reasonably rely upon any decisions or directives given by other
officers or representatives of Tenant. Tenant may amend the designation of its Tenant's Construction Representative(s) at any time upon delivery of written notice to Landlord. 


        E.    It
is understood that the completion of the Tenant Improvement Work is not a condition to, nor shall extend, the Commencement Date for Suite 150, and that all or a
portion of the Tenant Improvements may be constructed during Tenant's occupancy of Suite 150. In this regard, Tenant agrees to assume any risk of injury, loss or damage to Tenant to the extent not the
result of Landlord's negligence or willful misconduct. While Landlord agrees to employ construction practices reasonably intended to minimize disruptions to the operation of Tenant's business in Suite
150, Tenant acknowledges and agrees that some disruptions may occur during the course of construction of the Tenant Improvements, and in no event shall rent abate as the result of the construction of
the Tenant Improvements. 


II.    DISPUTE RESOLUTION    


        A.    All
claims or disputes between Landlord and Tenant arising out of, or relating to, this Work Letter shall be decided by the JAMS/ENDISPUTE ("JAMS"), or its successor,
with such arbitration to be held in Orange County, California, unless the parties mutually agree otherwise. Within ten (10) business days following submission to JAMS, JAMS shall designate
three arbitrators and each party may, within five (5) business days thereafter, veto one of the three persons so designated. If two different designated arbitrators have been vetoed, the third
arbitrator shall hear and decide the matter. If less than two (2) arbitrators are timely vetoed, JAMS shall select a single arbitrator from the non-vetoed arbitrators originally
designated by JAMS, who shall hear and decide the matter. Any arbitration pursuant to this section shall be decided within thirty (30) days of submission to JAMS. The decision of the arbitrator
shall be final and binding on the parties. All costs associated with the arbitration shall be awarded to the prevailing party as determined by the arbitrator. 



        B.    Notice
of the demand for arbitration by either party to the Work Letter shall be filed in writing with the other party to the Work Letter and with JAMS and shall be made
within a reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to this Work Letter shall include, by consolidation, joinder or in
any other manner, any person or entity not a party to the Work Letter unless (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of
such person or entity is required if complete relief is to be accorded in the arbitration, or (3) the interest or responsibility of such person or entity in the matter is not insubstantial. 


        C.    The
agreement herein among the parties to arbitrate shall be specifically enforceable under prevailing law. The agreement to arbitrate hereunder shall apply only to
disputes arising out of, or relating to, this Work Letter, and shall not apply to other matters of dispute under the Lease except as may be expressly provided in the Lease. 


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QuickLinks



Exhibit 10.7



LEASE (Multi-Tenant; Net; University Research Park—Phase X [GL])

ARTICLE I. BASIC LEASE PROVISIONS

ARTICLE II. PREMISES

ARTICLE III. TERM

ARTICLE IV. RENT AND OPERATING EXPENSES

ARTICLE V. USES

ARTICLE VI. COMMON AREAS; SERVICES

ARTICLE VII. MAINTAINING THE PREMISES

ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY

ARTICLE IX. ASSIGNMENT AND SUBLETTING


5151 California—Furniture Inventory

5151 California—Generator Description



EXHIBIT C LANDLORD'S DISCLOSURES


EXHIBIT D TENANT'S INSURANCE


EXHIBIT E RULES AND REGULATIONS


EXHIBIT F IRREVOCABLE STANDBY LETTER OF CREDIT



FIRST AMENDMENT TO LEASE



EXHIBIT X WORK LETTER BUILD TO SUIT SUITE 150