Prepared by MERRILL CORPORATION




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Exhibit 10.27  


 
 

LEASE
  (Multi-Tenant; Net; "AS IS")
  
    BETWEEN
  
    THE IRVINE COMPANY
  
    AND
  
    ALTRIS SOFTWARE, INC.    
  






  



 
 

INDEX TO LEASE    
  



	

ARTICLE I. BASIC LEASE PROVISIONS	
 	

1
	

ARTICLE II. PREMISES	
 	

2
	 	SECTION 2.1.	 	LEASED PREMISES	 	2
	 	SECTION 2.2.	 	ACCEPTANCE OF PREMISES	 	2
	 	SECTION 2.3.	 	BUILDING NAME AND ADDRESS	 	2
	

ARTICLE III. TERM	
 	

2
	 	SECTION 3.1.	 	GENERAL	 	2
	

ARTICLE IV. RENT AND OPERATING EXPENSES	
 	

3
	 	SECTION 4.1.	 	BASIC RENT	 	3
	 	SECTION 4.2.	 	OPERATING EXPENSES	 	3
	 	SECTION 4.3.	 	SECURITY DEPOSIT	 	5
	

ARTICLE V. USES	
 	

6
	 	SECTION 5.1.	 	USE	 	6
	 	SECTION 5.2.	 	SIGNS	 	6
	 	SECTION 5.3.	 	HAZARDOUS MATERIALS	 	7
	

ARTICLE VI. COMMON AREAS; SERVICES	
 	

9
	 	SECTION 6.1.	 	UTILITIES AND SERVICES	 	9
	 	SECTION 6.2.	 	OPERATION AND MAINTENANCE OF COMMON AREAS	 	10
	 	SECTION 6.3.	 	USE OF COMMON AREAS	 	10
	 	SECTION 6.4.	 	PARKING	 	10
	 	SECTION 6.5.	 	CHANGES AND ADDITIONS BY LANDLORD	 	11
	

ARTICLE VII. MAINTAINING THE PREMISES	
 	

11
	 	SECTION 7.1.	 	TENANT'S MAINTENANCE AND REPAIR	 	11
	 	SECTION 7.2.	 	LANDLORD'S MAINTENANCE AND REPAIR	 	12
	 	SECTION 7.3.	 	ALTERATIONS	 	12
	 	SECTION 7.4.	 	MECHANIC'S LIENS	 	13
	 	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	 	17
	 	SECTION 9.4.	 	CERTAIN TRANSFERS	 	17
	

ARTICLE X. INSURANCE AND INDEMNITY	
 	

18
	 	SECTION 10.1.	 	TENANT'S INSURANCE	 	18
	 	SECTION 10.2.	 	LANDLORD'S INSURANCE	 	18
	 	SECTION 10.3.	 	JOINT INDEMNITY	 	18
	 	SECTION 10.4.	 	LANDLORD'S NONLIABILITY	 	19
	 	SECTION 10.5.	 	WAIVER OF SUBROGATION	 	20
	

ARTICLE XI. DAMAGE OR DESTRUCTION	
 	

20
	 	SECTION 11.1.	 	RESTORATION	 	20
	 	SECTION 11.2.	 	LEASE GOVERNS	 	22



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ARTICLE XII. EMINENT DOMAIN	
 	

22
	 	SECTION 12.1.	 	TOTAL OR PARTIAL TAKING	 	22
	 	SECTION 12.2.	 	TEMPORARY TAKING	 	22
	 	SECTION 12.3.	 	TAKING OF PARKING AREA	 	22
	

ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS	
 	

23
	 	SECTION 13.1.	 	SUBORDINATION	 	23
	 	SECTION 13.2.	 	ESTOPPEL CERTIFICATE	 	23
	 	SECTION 13.3.	 	FINANCIALS	 	23
	

ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES	
 	

24
	 	SECTION 14.1.	 	TENANT'S DEFAULTS	 	24
	 	SECTION 14.2.	 	LANDLORD'S REMEDIES	 	25
	 	SECTION 14.3.	 	LATE PAYMENTS	 	27
	 	SECTION 14.4.	 	RIGHT OF LANDLORD TO PERFORM	 	27
	 	SECTION 14.5.	 	DEFAULT BY LANDLORD	 	28
	 	SECTION 14.6.	 	EXPENSES AND LEGAL FEES	 	28
	 	SECTION 14.7.	 	WAIVER OF JURY TRIAL	 	28
	 	SECTION 14.8.	 	SATISFACTION OF JUDGMENT	 	28
	 	SECTION 14.9.	 	LIMITATION OF ACTIONS AGAINST LANDLORD	 	28
	

ARTICLE XV. END OF TERM	
 	

29
	 	SECTION 15.1.	 	HOLDING OVER	 	29
	 	SECTION 15.2.	 	MERGER ON TERMINATION	 	29
	 	SECTION 15.3.	 	SURRENDER OF PREMISES; REMOVAL OF PROPERTY	 	29
	

ARTICLE XVI. PAYMENTS AND NOTICES	
 	

30
	

ARTICLE XVII. RULES AND REGULATIONS	
 	

30
	

ARTICLE XVIII. NO BROKER'S COMMISSION	
 	

30
	

ARTICLE XIX. TRANSFER OF LANDLORD'S INTEREST	
 	

30
	

ARTICLE XX. INTERPRETATION	
 	

31
	 	SECTION 20.1.	 	GENDER AND NUMBER	 	31
	 	SECTION 20.2.	 	HEADINGS	 	31
	 	SECTION 20.3.	 	JOINT AND SEVERAL LIABILITY	 	31
	 	SECTION 20.4.	 	SUCCESSORS	 	31
	 	SECTION 20.5.	 	TIME OF ESSENCE	 	31
	 	SECTION 20.6.	 	CONTROLLING LAW/VENUE	 	31
	 	SECTION 20.7.	 	SEVERABILITY	 	31
	 	SECTION 20.8.	 	WAIVER AND CUMULATIVE REMEDIES	 	31
	 	SECTION 20.9.	 	INABILITY TO PERFORM	 	31
	 	SECTION 20.10.	 	ENTIRE AGREEMENT	 	32
	 	SECTION 20.11.	 	QUIET ENJOYMENT	 	32
	 	SECTION 20.12.	 	SURVIVAL	 	32
	 	SECTION 20.13.	 	INTERPRETATION	 	32
	

ARTICLE XXI. EXECUTION AND RECORDING	
 	

32
	 	SECTION 21.1.	 	COUNTERPARTS	 	32
	 	SECTION 21.2.	 	CORPORATE, LIMITED LIABILITY COMPANY AND PARTNERSHIP AUTHORITY	 	32
	 	SECTION 21.3.	 	EXECUTION OF LEASE; NO OPTION OR OFFER	 	32
	 	SECTION 21.4.	 	RECORDING	 	32



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	 	SECTION 21.5.	 	AMENDMENTS	 	32
	 	SECTION 21.6.	 	EXECUTED COPY	 	32
	 	SECTION 21.7.	 	ATTACHMENTS	 	33
	

ARTICLE XXII. MISCELLANEOUS	
 	

33
	 	SECTION 22.1.	 	NONDISCLOSURE OF LEASE TERMS	 	33
	 	SECTION 22.2.	 	GUARANTY	 	33
	 	SECTION 22.3.	 	CHANGES REQUESTED BY LENDER	 	34
	 	SECTION 22.4.	 	MORTGAGEE PROTECTION	 	34
	 	SECTION 22.5.	 	COVENANTS AND CONDITIONS	 	34
	 	SECTION 22.6.	 	SECURITY MEASURES	 	34
	 	SECTION 22.7.	 	EXPIRATION OF EXISTING LEASE	 	34
	

EXHIBITS	
 	

 	
 	

 
	 	Exhibit A	 	Description of Premises	 	 
	 	Exhibit B	 	Environmental Questionnaire	 	 
	 	Exhibit C	 	Landlord's Disclosures	 	 
	 	Exhibit D	 	Insurance Requirements	 	 
	 	Exhibit E	 	Rules and Regulations	 	 
	 	Exhibit Y	 	Project Site Plan	 	 




iii






  



 
 

LEASE
  (Multi-Tenant Net; "AS IS")    
  


    THIS
LEASE is made as of the 1st day of March, 2001, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called
"Landlord," and ALTRIS SOFTWARE, 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 No. A (the Premises are more particularly described in Section 2.1). 



Address
of Building: 9339 Carroll Park Drive, San Diego, CA 



	2.
	Project
Description (if applicable): Carroll Ridge Business Park Phase 1



	3.
	Use
of Premises: General office, warehouse/storage and light assembly.



	4.
	Commencement
Date: April 1, 2001



	5.
	Expiration
Date: May 31, 2003



	6.
	Basic
Rent: Thirty Five Thousand Six Hundred Sixty-Eight Dollars ($35,668.00) per month, based on $1.15 per rentable square foot. 



Basic
Rent is subject to adjustment as follows: 


Commencing
April 1, 2002, the Basic Rent shall be Thirty Seven Thousand Two Hundred Nineteen Dollars ($37,219.00) per month, based on $1.20 per rentable square foot. 



	7.
	Guarantor(s):
None



	8.
	Floor
Area: Approximately 31,016 rentable square feet.



	9.
	Security
Deposit: $81,882.00



	10.
	Broker(s):
None



	11.
	Additional
Insureds: Insignia/ESG, Inc.



	12.
	Address
for Payments and Notices: 






	LANDLORD	 	TENANT
	

THE IRVINE COMPANY

c/o Insignia/ESG, Inc.

43 Discovery, Suite 120

Irvine, CA 92618	
 	

ALTRIS SOFTWARE, INC.

9339 Carroll Park Drive, Suite A

San Diego, CA 92121
	

with a copy of notices to:	
 	

 
	

THE IRVINE COMPANY

dba Irvine Industrial Company

P.O. Box 6370

Newport Beach, CA 92658-6370

Attn: Vice President, Industrial Operations	
 	

 





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



	14.
	Vehicle
Parking Spaces: Ninety-three (93) 


1





 
 
 

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 1 of the Basic Lease Provisions. The Premises
are located in the building identified in Item 1 of the Basic Lease Provisions (the Premises together with such building and the underlying real property, are called the
"Building"), 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 may include or have been adjusted by various factors, including, without limitation, a load factor to allocate a proportionate share of any vertical penetrations, common lobby or
common features or areas of the Building. Tenant agrees that the Floor Area set forth in Item 8 shall be binding on Landlord and Tenant for purposes of this Lease regardless of whether any future or
differing measurements of the Premises or the Building are consistent or inconsistent with the Floor Area set forth in Item 8. 


    SECTION 2.2.  ACCEPTANCE OF PREMISES.  Tenant acknowledges that neither Landlord nor any representative
of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation
any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties
regarding (i) what other tenants or uses may be permitted or intended in the Building or the 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 construct any improvements to the Premises. Tenant is currently in possession of the Premises pursuant to the
"Existing Lease" (as hereinafter defined), and Tenant's lease of the Premises shall be on an "as is" basis. 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. 


 
 

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"). 


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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 adjustments to Basic Rent in Item 6 are to occur on the monthly anniversary of the Commencement Date, then such adjustments shall be deemed to occur on the specified monthly
anniversary of the Commencement Date, whether or not the Commencement Date occurs at the end of a calendar month. The rent shall be due and
payable in advance commencing on the Commencement Date (as prorated for any partial month) and continuing thereafter on the first day of each successive calendar month of the Term. No demand, notice
or invoice shall be required for the payment of Basic Rent. 


    SECTION 4.2.  OPERATING EXPENSES.  


    (a) Tenant
shall pay to Landlord, as additional rent, Tenant's Share of all Operating Expenses, as defined in Section 4.2(f), incurred by Landlord in the operation of
the Building and the 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 of the buildings in the Project, as determined by Landlord, for
expenses determined by Landlord to benefit or relate substantially to the entire 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 which benefit or relate to such buildings within the Project and such other real property. In the event that
Landlord determines in its sole and absolute discretion that any premises within the Building or any building within the Project or any portion of a building or project within a larger area incurs a
non-proportional benefit from any expense, or is the non-proportional cause of any such expense, Landlord may, allocate a greater percentage of such Operating Expense to such premises, building or
project, as applicable. The full amount of any management fee payable by Landlord for the management of Tenant's Premises that is calculated as a percentage of the rent payable by Tenant shall be paid
in full by Tenant as additional rent. 


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


3







  




    (c) Within
one hundred twenty (120) days after the end of each Expense Recovery Period, Landlord shall furnish to Tenant a statement showing in reasonable
detail the actual or prorated Tenant's Share of Operating Expenses incurred by Landlord during the period, and the parties shall within thirty (30) days thereafter make any payment or
allowance necessary to adjust Tenant's estimated payments of Tenant's Share of Operating Expenses, if any, to the actual Tenant's Share of Operating Expenses as shown by the annual statement. Any
delay or failure by Landlord in delivering any statement hereunder shall not constitute a waiver of Landlord's right to require Tenant to pay Tenant's Share of Operating Expenses pursuant hereto. Any
amount due Tenant shall be credited against installments next coming due under this Section 4.2, and any deficiency shall be paid by Tenant together with the next installment. Should Tenant
fail to object in writing to Landlord's determination of Tenant's Share of Operating Expenses within sixty (60) days following delivery of Landlord's expense statement, Landlord's
determination of Tenant's Share of Operating Expenses for the applicable Expense Recovery Period shall be conclusive and binding on the parties for all purposes and any future claims to the contrary
shall be barred. 


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



    (e) If,
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
amounts(s) used in calculating the estimated Tenant's Share of Operating Expenses for the year, then the estimate of Tenant's Share of Operating Expenses may be increased by written notice from
Landlord for the month in which such rate(s) or amount(s) becomes effective and for all succeeding months by an amount equal to Tenant's Share of the increase. If Landlord gives Tenant written notice
of the amount or estimated amount of the increase, the month in which the increase will or has become effective, then Tenant shall pay the increase to Landlord as a part of Tenant's monthly payments
of the estimated Tenant's Share of Operating Expenses as provided in Section 4.2(b), commencing with the month following Tenant's receipt of Landlord's notice. In addition, Tenant shall pay upon
written request any such increases which were incurred prior to the Tenant commencing to pay such monthly increase. 


    (f)  The
term "Operating Expenses" shall mean and include all 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, repair 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; heat; light; power; janitorial services to any interior Common Areas; air conditioning; supplies; materials; equipment; tools; the cost of
any environmental, insurance, tax or other consultant utilized by Landlord in connection with the Building and/or Project; establishment of reasonable reserves for replacements and/or repairs; costs
incurred in connection with compliance with any laws or changes in laws applicable to the Building or the Project; the cost of any capital investments or replacements (other than tenant improvements
for specific tenants) to the extent of the amortized amount thereof over the useful life of such capital investments or replacements calculated at a market cost of funds, all as determined by
Landlord, for each such year of useful life during the Term; 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 


4





 


Project, and any other installation, 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 a
reasonable overhead/management fee for the professional operation of the Project. It is understood and agreed that Project Costs may include competitive charges for direct services provided by any
subsidiary, division or affiliate of Landlord. 


    (h) The
term "Property Taxes" as used herein shall include any form of federal, state, county or local government or
municipal taxes, fees, charges or other impositions of every kind (whether general, special, ordinary or extraordinary) related to the ownership, leasing or operation of the Premises, Building or
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. 


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


5





 


Tenant agrees that Landlord may retain the Security Deposit to the extent and until such time as all amounts due from Tenant in accordance with this Lease have been determined and paid in full and
Tenant agrees that Tenant shall have no claim against Landlord for Landlord's retaining such Security Deposit to the extent provided in this Section. The balance of the security deposit funded to
Landlord under the "Existing Lease" (as defined in Section 22.7 of this Lease) remaining unapplied by Landlord against defaults by Tenant under the Existing Lease as of the expiration of the term of
the Existing Lease, shall be credited by Landlord to offset the sums owing under this Section 4.3. Landlord confirms that, as of the date of the execution of this Lease, Landlord holds the unapplied
amount of Eighteen Thousand Six Hundred Dollars and Nineteen Cents ($18,600.19) as the security deposit under the Existing Lease. 


 
 

ARTICLE V. USES    
  


    SECTION 5.1  USE.  Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic
Lease Provisions, all in accordance with applicable laws and restrictions and pursuant to approvals to be obtained by Tenant from all relevant and required governmental agencies and authorities. The
parties agree that any contrary use shall be deemed to cause material and irreparable harm to Landlord and shall entitle Landlord to injunctive relief in addition to any other available remedy.
Tenant, at its expense, shall procure, maintain and make available for Landlord's inspection throughout
the Term, all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant's permitted use of the Premises. Tenant shall not do or permit anything to be done in or
about the Premises 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, nor shall Tenant
permit any nuisance or commit any waste in the Premises or the Project. Tenant shall not perform any work or conduct any business whatsoever in the Project other than inside the Premises. Tenant shall
not do or permit to be done anything which will invalidate or increase the cost of any insurance policy(ies) covering the Building, the Project and/or their contents, and shall comply with all
applicable insurance underwriters rules. Tenant shall comply at its expense with all present and future laws, ordinances, restrictions, regulations, orders, rules and requirements of all governmental
authorities that pertain to Tenant or its use of the Premises, including without limitation all federal and state occupational health and safety requirements, whether or not Tenant's compliance will
necessitate expenditures or interfere with its use and enjoyment of the Premises. Tenant shall comply at its expense with all present and future covenants, conditions, easements or restrictions now or
hereafter affecting or encumbering the Building and/or Project, and any amendments or modifications thereto, including without limitation the payment by Tenant of any periodic or special dues or
assessments charged against the Premises or Tenant which may be allocated to the Premises or Tenant in accordance with the provisions thereof. Tenant shall promptly upon demand reimburse Landlord for
any additional insurance premium charged by reason of Tenant's failure to comply with the provisions of this Section, and shall indemnify Landlord from any liability and/or expense resulting from
Tenant's noncompliance. 


    SECTION 5.2  SIGNS.  Except for Tenant's existing exterior sign on the Building, or as otherwise approved
in writing by Landlord in its sole and absolute discretion, Tenant shall have no right to maintain any other 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 in which the Premises are located ("Signage
Criteria"). Prior to placing or erecting any such signs, Tenant shall obtain and deliver to Landlord a copy of any applicable municipal or other governmental permits and
approvals and comply with any applicable insurance requirements for such signage. Tenant shall be 


6







  




responsible
for the cost of any permitted sign, including the fabrication, installation, maintenance and removal thereof and the cost of any permits therefor. If Tenant fails to maintain its sign in
good condition, or if Tenant fails to remove same upon termination of this Lease and repair and restore any damage caused by the sign or its removal, Landlord may do so at Tenant's expense. Landlord
shall have the right to temporarily remove any signs in connection with any repairs or maintenance in or upon the Building. The term "sign" as used in this Section shall include all signs, designs,
monuments, displays, advertising materials, logos, banners, projected images, pennants, decals, pictures, notices, lettering, numerals or graphics. 


    SECTION 5.3.  HAZARDOUS MATERIALS.  


    (a) For
purposes of this Lease, the term "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
result of such person's possession, use, release or distribution of such substance or matter under any statutory or common law theory. 


    (b) Tenant
shall not cause or permit any Hazardous Materials to be brought upon, stored, used, generated, released or disposed of on, under, from or about the Premises
(including without limitation the soil and groundwater thereunder) without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole and absolute discretion.
Notwithstanding the foregoing, Tenant shall have the right, without obtaining prior written consent of Landlord, to utilize within the Premises a reasonable quantity of standard office products that
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 products. Landlord
may, in its sole and absolute discretion, place such conditions as Landlord deems appropriate with respect to Tenant's use of any such Hazardous Materials, and may further require that Tenant
demonstrate that any such Hazardous Materials are necessary or useful to Tenant's business and will be generated, stored, used and disposed of in a manner that complies with all applicable laws and
regulations pertaining thereto and with good business practices. Tenant understands that Landlord may utilize an environmental consultant to assist in determining conditions of approval in connection
with the storage, generation, release, disposal or use of Hazardous Materials by Tenant on or about the Premises, and/or to conduct periodic inspections of the storage, generation, use, release and/or
disposal of such Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that any costs incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord as
additional rent hereunder upon demand. 


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


7





 


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 of, compliance, cleanup, remedial and corrective actions, and abatement of Hazardous Materials; and all complaints, pleadings and other legal documents
filed by or against Tenant related to Tenant's use, handling, storage, release and/or disposal of Hazardous Materials. 


    (d) Landlord
and its agents shall have the right, but not the obligation, 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, after reasonable notice, with full access to all
facilities, records and personnel related thereto. If Tenant is not in compliance with any of the provisions of this Section 5.3. or in the event of a release of any Hazardous Material on, under or
about the Premises caused or permitted by Tenant, its agents, employees, contractors, licensees or invitees, Landlord and its agents shall have the right, but not the obligation, without limitation
upon any of Landlord's other rights and remedies under this Lease, 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 endeavor 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 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 own by Landlord to the condition existing prior to the introduction of such Hazardous Materials and to remedy or repair any such injury or contamination, including without
limitation, any cleanup, remediation, removal, disposal, neutralization or other treatment of any such Hazardous Materials. Notwithstanding the foregoing, Tenant shall not, without Landlord's prior
written consent, which consent may be given or withheld in Landlord's sole and absolute discretion, take any remedial action in response to the presence of any Hazardous Materials on, from, under or
about the Premises or the 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, 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 that 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) 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 


8





 


unforeseeable, arising directly or indirectly out of the use, generation, storage, treatment, release, on- or off-site disposal or transportation of Hazardous Materials (A) on,
into, from, under or about the Premises during the Term regardless of the source of such Hazardous Materials unless caused solely by Landlord or (B) on, into, from, under or about the Premises,
the Building or Project and any other real or personal property owned by Landlord caused or permitted by Tenant, its agents, employees, contractors, licensees or invitees. Such indemnity obligation
shall specifically include, without limitation, the cost of any required or necessary repair, restoration, cleanup or detoxification of the Premises, the Building and the Project and any other real or
personal property owned by Landlord, the preparation of any closure or other required plans, whether or not such action is required or necessary during the Term or after the expiration of this Lease
and any loss of rental due to the inability to lease the Premises or any portion of the Building or Project as a result of such Hazardous Material or remediation thereof. If it is at any time
discovered that Hazardous Materials have been released on, into, from, under or about the Premises during the Term, or that Tenant or its agents, employees, contractors, licensees or invitees may have
caused or permitted the release of a Hazardous Material on, under, from or about the Premises, the Building or the 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 cleanup plan,
Tenant shall, at its expense, and without limitation of any rights and remedies of Landlord under this Lease or at law or in equity, immediately implement such plan and proceed to cleanup such
Hazardous Materials in accordance with all applicable laws and as required by such plan and this Lease. The provisions of this Section 5.3(e) shall expressly survive the expiration or sooner
termination of this Lease. 


    (f)  Landlord
hereby discloses to Tenant, and Tenant hereby acknowledges, certain facts relating to Hazardous Materials at the 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, including without limitation, after-hours HVAC usage, and Tenant shall pay such amount to Landlord, as an item of additional rent, within ten (10) days after receipt of Landlord's
statement or invoice therefor. Alternatively, Landlord may elect to include such cost in the definition of Project Costs in which event Tenant shall pay Tenant's proportionate share of such cost in
the manner set forth in Section 4.2. 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 


9







  




an
eviction or entitle Tenant to terminate this Lease or withhold or abate any rent due hereunder. Landlord shall at all reasonable times have free access to the Building and Premises to install,
maintain, repair, replace or remove all electrical and mechanical installations of Landlord. Tenant acknowledges that the costs incurred by Landlord related to providing above-standard utilities to
Tenant, including, without limitation, telephone lines, may be charged to Tenant. 


    SECTION 6.2.  OPERATION AND MAINTENANCE OF COMMON AREAS.  During the Term, Landlord shall operate all
Common Areas within the Building and the Project. The term "Common Areas" shall mean all areas within the 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 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 operate and maintain the Common Areas in the manner 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. 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. Nothing in this Lease shall be deemed to impose liability upon Landlord for any damage to or loss of the property of, or for any injury to, Tenant, its invitees or employees.
Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other reason
deemed sufficient by Landlord, without liability to Landlord. 


    SECTION 6.4.  PARKING.  Tenant shall be entitled to the number of vehicle parking spaces set forth in
Item 14 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, sports utility vehicles or pickup trucks. Tenant shall not permit
or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated
by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described above, then Landlord shall have the right, without notice, in addition to such other rights and
remedies that Landlord may have, to remove or tow away the vehicle involved and charge the costs to Tenant.
Parking within the Common Areas shall be limited to striped parking stalls, and no parking shall be permitted in any driveways, access ways or in any area which would prohibit or impede the free flow
of traffic within the Common Areas. There shall be no parking of any vehicles longer than 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 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, except as expressly provided in Section 10.3 of this Lease. 


10





 


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; to enforce parking charges (by operation of meters or otherwise); and to do and perform such other acts in and to the parking areas and improvements
therein as, in the use of good business judgment, Landlord shall determine to be advisable. Any person using the parking area shall observe all directional signs and arrows and any posted speed
limits. 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 of 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, 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, provided that the change does not
deprive Tenant of reasonable access to or use of the Premises. 


 
 

ARTICLE VII. MAINTAINING THE PREMISES    
  


    SECTION 7.1.  TENANT'S MAINTENANCE AND REPAIR.  Tenant at its sole expense shall maintain and make all
repairs and replacements necessary to keep the Premises 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 and exterior glass, windows,
doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear
if the same could have been prevented by good maintenance practices by Tenant. As part of its maintenance obligations hereunder, Tenant shall, at Landlord's request, provide Landlord with copies of
all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant. All repairs and replacements shall be at least equal in quality to the original work, shall be made only by a
licensed contractor approved in writing in advance by Landlord and shall be made only at the time or times approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord's
standard requirements for contractors, as modified from time to time. Landlord may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the
provisions of Section 7.4 shall apply to all repairs. Alternatively, Landlord may elect to perform any 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 upon submission of an invoice. 


11





 

    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 and shall maintain in good repair the roof, foundations,
footings, the exterior surfaces of the exterior walls of the Building (excluding exterior glass), and the structural, electrical and mechanical systems, except that Tenant at its expense shall make
all repairs which Landlord deems reasonably necessary as a result of the act or negligence of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord shall have the right to
employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord's affiliates or divisions, to perform any service, repair or maintenance function.
Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section shall limit Landlord's right to reimbursement from
Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease. Tenant understands that it shall not make repairs at Landlord's expense or by rental offset. Tenant
further understands that Landlord shall not be required to make any repairs to the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (excluding exterior glass),
or structural, electrical or mechanical systems unless and until Tenant has notified Landlord in writing of the need for such repair and Landlord shall have a reasonable period of time thereafter to
commence and complete said repair, if warranted. All costs of any maintenance, repairs and replacement on the part of Landlord provided hereunder shall be considered part of 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 withheld in Landlord's sole 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"), Tenant shall be
responsible of 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 then One Dollar ($1.00) 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 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 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 the contractor performing the installation and removal of 


12





 


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 the Alterations. Under no circumstances shall Tenant make any
Alterations or Replacements which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If
any governmental entity requires, as a condition to any proposed Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas
(which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner,
utilizing such materials, and with such contractors, architects and engineers as Landlord may require in its sole and absolute discretion. Any request for Landlord's consent to any proposed
Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all
Alterations made or affixed to the Premises, the Building or to the Common Area either during the Term of this Lease or during the term of the Existing Lease (excluding moveable trade fixtures and
furniture), shall become property of Landlord and shall be surrendered with the Premises at the end of the Term; except that Landlord
may, by notice to Tenant given either prior to or following the expiration or termination of this Lease, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, or
within ten (10) days following notice to Tenant that such removal is required if notice is given following the Expiration Date or sooner termination, all or any of the Alterations installed either by
Tenant or by Landlord at Tenant's request either during the Term of this Lease or during the Term of the Existing Lease, 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
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
reasonable 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. 


13







  




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


 
 

ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY    
  


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


 
 

ARTICLE IX. ASSIGNMENT AND SUBLETTING    
  


    SECTION 9.1.  RIGHTS OF PARTIES.  


    (a) Notwithstanding
any provision of this Lease to the contrary, and except as to transfers expressly permitted without Landlord's consent pursuant to Section 9.4,
Tenant will not, either voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any part of Tenant's interest in this Lease or the Premises, or permit the Premises
to be occupied by anyone other than Tenant, without Landlord's prior written consent, which consent shall not unreasonably be withheld in accordance with the provisions of Section 9.1(b). No
assignment whether voluntary, involuntary or by operation of law) and no subletting shall be valid or effective without Landlord's prior written consent and, at Landlord's election, any such
assignment or subletting shall be void and of no force and effect and any such attempted assignment or subletting shall constitute an Event of Default of this Lease. Landlord shall not be deemed to
have given its consent to any assignment or subletting by any course of action, including its acceptance of any name for listing in the Building directory, other than written consent. To the extent
not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq., (the Bankruptcy Code"), including Section 365(f)(1), Tenant on
behalf of itself and its creditors, administrators and assigns waives the applicability of Section 365(e) of the Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the
bankrupt meets 


14





 


Landlord's standard for consent as set forth in Section 9.1(b) of this Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or
other considerations to be delivered in connection with the assignment shall be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of
Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed to
have assumed all of the obligations arising under this Lease on and after the date of the assignment, and shall upon demand execute and deliver to Landlord an instrument confirming that assumption. 


    (b) If
Tenant desires to transfer an interest in this Lease or the Premises, it shall first notify Landlord of its desire and shall submit in writing to Landlord: (i)
the name and address of the proposed transferee; (ii) the nature of any proposed transferee's business to be carried on in the Premises; (iii) the terms and provisions of any proposed sublease,
assignment or other transfer, including a copy of the proposed assignment, sublease or transfer form; (iv) evidence that the proposed assignee, subtenant or transferee will comply with the
requirements of Exhibit D hereto; (v) a completed Environmental Questionnaire from the proposed assignee, subtenant or transferee; (vi) any other
information requested by Landlord and reasonably related to the transfer and (vii) the fee described in Section 9.1(e). Except as provided in Section 9.1 (c), Landlord shall not unreasonably
withhold its consent, 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 or subtenant has been required by any prior landlord, lender or governmental authority
to take remedial action in connection with Hazardous Materials contaminating a property arising out of the proposed assignee's or subtenant's actions or use of the property in question or is subject
to any enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material; (3) insurance requirements of the proposed assignee or subtenant
may not be brought into conformity with Landlord's then current leasing practice; (4) a proposed subtenant or assignee has not demonstrated to the reasonable satisfaction of Landlord that it is
financially responsible or has failed to submit to Landlord all
reasonable information as requested by Landlord concerning the proposed subtenant or assignee, including, but not limited to, a certified balance sheet of the proposed subtenant or assignee 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 subtenant or assignee for the two-year period preceding the request for
Landlord's consent, and/or a certification signed by the proposed subtenant or assignee that it has not been evicted or been in arrears in rent at any other leased premises for the 3-year period
preceding the request for Landlord's consent; (5) any proposed subtenant or assignee has not demonstrated to Landlord's reasonable satisfaction a record of successful experience in business; (6) the
proposed assignee or subtenant 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
transfer will impose additional burdens or adverse tax effects on Landlord. If Tenant has any exterior sign rights under this Lease, such rights are personal to Tenant and may not be assigned or
transferred to any assignee of this Lease or subtenant of the Premises without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion. 


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


    (c) Notwithstanding
the provisions of Section 9.1(b) above, in lieu of consenting to a proposed assignment or subletting, Landlord may elect, within the thirty
(30) day period permitted for Landlord 


15





 


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


    (d) In
the event that Landlord approves the requested assignment or subletting, Tenant agrees that fifty percent (50%) of any amounts paid by the assignee or subtenant,
however 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 related services to such assignee or subtenant
of a nature commonly provided by landlords of similar space, shall be property of Landlord and such amounts shall be payable directly to Landlord by the assignee or subtenant or, at Landlord's option,
by Tenant within ten (10) days of Tenant's receipt
thereof. Landlord shall have the right to review or audit the books and records of Tenant, or have such books and records reviewed or audited by an outside accountant, to confirm any such direct
out-of-pocket costs. In the event that such direct out-of-pocket costs claimed by Tenant are overstated by more than five percent (5%), Tenant shall reimburse assignment or obtained by 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 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 proposed transfer. 


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


16







  




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


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


    SECTION 9.4.  CERTAIN TRANSFERS.  The following shall be deemed to constitute an assignment of this
Lease; (a) the sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited
liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such
corporation, association, limited liability company or partnership in 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 company. Notwithstanding the foregoing, Landlord's consent shall not be required for the
assignment of this Lease as a result of a merger by Tenant with or into another entity or a reorganization of Tenant, so long as (i) the net worth of the successor or reorganized entity after such
merger 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 merger or
reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganization, (ii) Tenant shall provide to Landlord, prior to such merger or
reorganization, written notice of such merger 


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or reorganization and such assignment documentation and other information as Landlord may require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 shall
apply with respect to such assignment. 


 
 

ARTICLE X. INSURANCE AND INDEMNITY    
  


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


    SECTION 10.2.  LANDLORD'S INSURANCE.  Landlord may, at its election, provide any or all of the following
types of insurance, with or without deductible and in amounts and coverages as may be determined by Landlord in its sole and absolute discretion: "all risk" or similar property insurance, subject to
standard exclusions, covering the Building and/or Project, and such other risks as Landlord or its mortgagees may from time to time deem appropriate, 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, leasehold improvements, trade fixtures, furnishings, equipment, plate
glass, signs and all other items of personal property, and shall not be obligated to repair or replace that property should damage occur. All proceeds of insurance maintained by Landlord upon the
Building and/or 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 elects to provide insurance hereunder. 


    SECTION 10.3.  JOINT INDEMNITY.  


    (a) To
the fullest extent permitted by law, but subject to the express limitations on liability contained in Section 10.5 of this Lease, Tenant shall defend, indemnify,
protect, save and hold harmless Landlord, its agents, and any and all affiliates of Landlord, including, without limitation, any corporations or other entities controlling, controlled by or under
common control with Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant's use or occupancy of the Premises,
the Building or the Common Areas, including without limitation, the use by Tenant, its agents, employees, invitees or licensees of any recreational facilities within the Common Areas, or from the
conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common
Areas, or from any negligence or willful misconduct of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. In cases of alleged negligence asserted by third parties
against Landlord which arise out of, are occasioned by, or in any way attributable to Tenant's, its agents, employees, contractors, licensees or invitees use and occupancy of the Premises, the
Building or the Common Areas, or from the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees on Tenant's
part to be performed under this Lease, or from any negligence or willful misconduct of Tenant, its agents, employees, licensees or invitees, Tenant shall accept any tender of defense for Landlord and
shall, notwithstanding any allegation of negligence or willful misconduct on the part of the Landlord (but subject to the reimbursement provisions hereinafter provided), defend Landlord and protect
and hold Landlord harmless and pay all costs, expenses and attorneys' fees incurred in connection with such litigation, provided that Tenant shall not be liable for any such injury or damage, and
Landlord shall reimburse Tenant for the reasonable attorney's fees and costs for the attorney representing both parties, all to the extent and in the proportion that such injury or damage is
ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Landlord) to be attributable to the negligence or willful misconduct of
Landlord. Upon Landlord's request, Tenant shall at Tenant's sole cost and expense, retain a separate attorney selected by Landlord and reasonably acceptable to Tenant to represent Landlord in any such
suit if Landlord reasonably determines that the representation of both Tenant and Landlord by the 


18





 


same attorney would cause a conflict of interest; provided, however, that to the extent and in the proportion that the injury or damage which is the subject of the suit is ultimately determined by a
court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Landlord) to be attributable to the negligence or willful misconduct of Landlord, Landlord shall reimburse
Tenant for the reasonable legal fees and costs of the separate attorney retained by Tenant. The provisions of this Subsection 10.3(a) shall expressly survive the expiration or sooner termination of
this Lease. 


    (b) To
the fullest extent permitted by law, but subject to the express limitations on liability contained in this Lease (including, without limitation, the provisions
of Sections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend, indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including, without
limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising either
before or after the Commencement Date from the operation, maintenance or repair of the Common Areas by Landlord or its employees or authorized agents. In cases of alleged negligence asserted by third
parties against Tenant which arise out of, are occasioned by, or in any way attributable to the maintenance or repair of the Common Areas by Landlord or its authorized agents or employees, Landlord
shall accept any tender of defense for Tenant and shall,
notwithstanding any allegation of negligence or willful misconduct on the part of Tenant (but subject to the reimbursement provisions hereinafter provided), defend Tenant and protect and hold Tenant
harmless and pay all cost, expense and attorneys' fees incurred in connection with such litigation, provided that Landlord shall not be liable for any such injury or damage, and Tenant shall reimburse
Landlord for the reasonable attorney's fees and costs for the attorney representing both parties, all to the extent and in the proportion that such injury or damage is ultimately determined by a court
of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful misconduct of Tenant. Upon Tenant's request, Landlord
shall at Landlord's sole cost and expense, retain a separate attorney selected by Tenant and reasonably acceptable to Landlord to represent Tenant in any such suit if Tenant reasonably determines that
the representation of both Tenant and Landlord by the same attorney would cause conflict of interest; provided, however, that to the extent and the proportion that the injury or damage which is the
subject of the suit is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Tenant) to be attributable to the negligence or willful
misconduct of Tenant, Tenant shall reimburse Landlord for the reasonable legal fees and costs of the separate attorney retained by Landlord. The provisions of this Subsection 10.3(b) shall expressly
survive the expiration or sooner termination of this Lease. 


    SECTION 10.4. LANDLORD'S NONLIABILITY.  Subject to the express indemnity obligations contained in Section 10.3(b) of
this Lease, Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims against Landlord for loss of or damage to any property or personal injury,
or any other loss, cost, damage, injury or liability whatsoever resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from or into any part of
the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works 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. Notwithstanding any provision of this Lease to the contrary, including, without limitation, the provisions of Section 10.3(b) of this Lease, Landlord shall
in no event be liable to Tenant, its employees, agents, and invitees, and Tenant hereby waives all claims against Landlord, for loss or interruption of Tenant's business or income (including, without
limitation, any consequential damages and lost profit or opportunity costs), or any other loss, cost, damage, injury or liability resulting from, but not limited to, Acts of God (except with respect
to restoration obligations pursuant to Article XI below), acts of civil disobedience or insurrection, acts or omissions (criminal or otherwise) of any third parties (other than Landlord's employees or
authorized agents), 


19







  




including
without limitation, any other tenants within the Project or their agents, employees, contractors, guests or invitees. Landlord shall have no liability (including without limitation
consequential damages and lost profit or opportunity costs) and, except as provided in Sections 11.1 and 12.1 below, there shall be no abatement of rent, by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any related activity by Landlord
constitute an actual or constructive eviction; provided, however, that in making repairs, alterations or improvements, Landlord shall interfere as little as reasonably practicable with the conduct of
Tenant's business in the Premises. Neither Landlord nor its agents shall be liable for interference with light or other similar intangible interests. Tenant shall immediately notify Landlord in case
of fire or accident in the Premises, the Building or the 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 only that such loss or damage is required to be insured against,
or, if not required, is actually insured against, under any property insurance policies contemplated by this Article X; provided however, that (i) the foregoing waiver shall not apply to the extent of
Tenant's obligations to pay deductibles under any such policies and this Lease and (ii) to the extent Tenant fails to maintain the insurance required to be maintained by Tenant pursuant to this Lease,
Landlord shall not be deemed to have waived any right of recovery against Tenant. 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 damage; (iii) an uncured Event of Default by Tenant has occurred; or (iv) the material damage
occurs during the final twelve (12) months of the Term. Landlord shall notify Tenant in writing ("Landlord's Notice") within sixty (60) days after the damage occurs as to (A) whether Landlord is
terminating this Lease as a result of such material damage and (B) if Landlord is not terminating this Lease, the number of days within which Landlord has estimated that the Premises, with reasonable
diligence, are likely to be fully repaired. In the event Landlord elects to terminate this Lease, this Lease shall terminate as of the date specified for termination by Landlord's Notice (which
termination date shall in no event be later than sixty (60) days following the date of the damage, or, if no such date is specified, such termination shall be the date of the Landlord's Notice). 


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


20





 


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. Landlord shall have the right, but not the obligation, to repair or replace any other leasehold improvements made by Tenant or any Alterations (as defined in Section 7.3) constructed by
Tenant. If Landlord elects to repair or replace such leasehold improvements and/or Alterations, all insurance proceeds available for such repair or replacement shall be made available to Landlord.
Landlord shall have no liability to Tenant in the event that the Premises or the Building has not been fully repaired within the time period specified by Landlord in Landlord's Notice to Tenant as
described in Section 11.1(a). Notwithstanding the foregoing, the repair of damage to the Premises to the extent such damage is not material shall be governed by Sections 7.1 and 7.2. 


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


    (e) Landlord
shall not be required to repair or replace any improvements or fixtures that Tenant is obligated to repair or replace pursuant to Section 7.1 or any
other provision of this Lease and Tenant shall continue to be obligated to so repair or replace any such improvements or fixtures, notwithstanding any provisions to the contrary in this Article XI. In
addition, 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,
notwithstanding the provisions of Section 10.5, the costs of such repairs or replacement to the Premises or Building shall be borne by Tenant to the extent that insurance proceeds sufficient to
complete such repair or replacement are not made available to Landlord 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. 


21





 

    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 in lieu of 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 shall belong entirety 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. 


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ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS    
  


    SECTION 13.1.  SUBORDINATION.  At the option of Landlord or any lender of Landlord's that obtains a
security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building,
and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as no Event of Default exists under this Lease, Tenant's possession and quiet enjoyment
of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust,
to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant
with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon
the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, upon written request of
Landlord, execute and deliver 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, at any time upon not less than ten (10) days prior written notice 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
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 upon Landlord's request (but not more frequently than once in any
calendar year, except in the event of a refinancing of the Project by Landlord), Tenant's current tax returns and financial statements, certified true, accurate and complete by the chief financial
officer of Tenant, including a balance sheet and profit and loss statement for the most recent prior year, or, in the event Tenant is a publicly traded corporation as a nationally recognized stock
exchange, Tenant's current financial reports filed with the Securities and Exchange Commission (collectively, the "Statements"), which Statements 


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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 of all or any portion of the Building or Project. Notwithstanding the foregoing, so long as Tenant is a publicly-traded
corporation whose stock is traded on a nationally recognized exchange or on NASDAQ, the "Statements" shall consist of Tenant's most recently publicly disclosed financial statements. 


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


 
 

ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES    
  


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



    (a) The
failure by Tenant to make any payment of Basic Rent or additional rent required to be made by Tenant, as and when due, where the failure continues for a period
of three (3) days after written notice from Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil
Procedure Section 1161 and 1161(a) as amended. For purposes of these Events of Default and remedies provisions, the term "additional rent" shall be deemed to include all amounts of any type
whatsoever other than Basic Rent to be paid by Tenant pursuant to the terms of this Lease. 


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


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


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



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


    (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 or to have debts discharged or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant, the same is dismissed 


24





 


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) in contrary to applicable law, the provision shall be of no force or effect. 


    SECTION 14.2  LANDLORD'S REMEDIES:  



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



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



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


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


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


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


    (5) At
Landlord's election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law. 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" 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%). 




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




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


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


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


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 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, that is not received by Landlord within five (5) 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 five (5) days following the date due, then
Tenant shall pay to Landlord, in addition to the interest provided above, a late charge, which the Tenant agrees is reasonable, in a sum equal to the greater of five percent (5%) of the amount overdue
or Two Hundred Fifty Dollars ($250.00) for each delinquent payment. Acceptance of a late charge by Landlord shall not constitute a waiver of Tenant's breach or Event of Default with respect to the
overdue amount, nor shall it prevent Landlord from exercising any of its other rights and remedies. 


    (b) Following
each second installment of Basic Rent and/or the payment of Tenant's Share of Operating Expenses within any twelve (12) month period that is not paid
within five (5) 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, two (2) or more insufficient checks, the Landlord may require that
all monies then and thereafter due from Tenant be paid to Landlord by cashier's check. If any check for any payment to Landlord hereunder is returned by the bank for any reason, such payment shall not
be deemed to have been received by Landlord and Tenant shall be responsible for any applicable late charge, interest payment and the charge to Landlord by its bank for such returned
check. Nothing in this Section shall be construed to compel Landlord to accept Basic Rent, Tenant's Share of Operating Expenses or any other payment from Tenant if there exists an Event of Default
unless such payment fully cures any and all such Event of Default. Any acceptance of any such payment shall not be deemed to waive any other right of Landlord under this Lease. Any payment by Tenant
to Landlord may be applied by Landlord, in its sole and absolute discretion, in any order determined by Landlord to any amounts then due to Landlord. 


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


27





 

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


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


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


    SECTION 14.8.  SATISFACTION OF JUDGMENT.  The obligations of Landlord do not constitute the personal
obligations of the individual partners, trustees, directors, officers or shareholders of Landlord or its constituent partners. Should Tenant recover a money judgment against Landlord, such judgment
shall be satisfied only from the interest of Landlord in the 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. 


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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 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 two
(2) months of holdover and two hundred percent (200%) of the Basic Rent for the month immediately preceding the date of termination for each month of holdover thereafter, or (b) the then
currently scheduled Basic Rent for comparable space in the Project. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, Tenant shall
indemnify and hold Landlord harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant relating to such failure to surrender. Acceptance by Landlord of
rent after the termination shall not constitute a consent to a holdover or result in a renewal of this Lease. The foregoing provisions of this Section are in addition to and do not affect Landlord's
right of re-entry or any other rights of Landlord under this Lease or at law. 


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


    SECTION 15.3.  SURRENDER OF PREMISES; REMOVAL OF PROPERTY.  Subject to the provisions of 7.3 of this
Lease, upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in as good order, condition and repair as when
received or as hereafter may be improved by Landlord or Tenant, reasonable wear and tear and repairs which are Landlord's obligation excepted, and shall, without expense to Landlord, remove or cause
to be removed from the Premises all personal property and debris, except for any items that Landlord may by written authorization allow to remain. Tenant shall repair all damage to the Premises
resulting from the removal, which repair shall include the patching and filling of holes and repair of structural damage, provided that Landlord may instead elect to repair any structural damage 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 following the Expiration Date or any earlier termination of this Lease,
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. 


29





 
 
 

ARTICLE XVI. PAYMENTS AND NOTICES    
  


    All sums payable by Tenant to Landlord shall be deemed to be rent under this Lease and shall be paid, without deduction or offset, in lawful money of the
United States to Landlord at its address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise,
as for example in the payment of Basic Rent and the Tenant's Share of Operating Costs pursuant to Sections 4.1 and 4.2, all payments shall be due and payable within five (5) days after demand. All
payments requiring proration shall be prorated on the basis of a thirty (30) day month and a three hundred sixty (360) day year. Any notice, election, demand, consent, approval or other communication
to be given or other document to be delivered by either party to the other may be delivered in person or by courier or overnight delivery service to the other party, or may be deposited in the United
States mail, duly registered or certified, postage prepaid, return receipt requested, and addressed to the other party at the address set forth in Item 12 of the Basic Lease Provisions, or if to
Tenant, at that address or, from and after the Commencement Date, at the Premises (whether or not Tenant has departed from, abandoned or vacated the Premises). Either party may, by written notice to
the other, served in the manner provided in this Article, designate a different address. If any notice or other document is sent by mail, it shall be deemed served or delivered seventy-two (72) hours
after mailing. If more than one person or entity is named as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service upon all of them. 


 
 

ARTICLE XVII. RULES AND REGULATIONS    
  


    Tenant agrees to observe faithfully and comply strictly with the Rules and Regulations, attached as  Exhibit E, and any reasonable and nondiscriminatory
amendments, modifications and/or additions as may be adopted and published by written notice
to tenants by Landlord for the safety, care, security, good order, or cleanliness of the Premises, Building, 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. 


 
 

ARTICLE XVIII. NO BROKER'S COMMISSION    
  


    Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, and Tenant agrees to
indemnify and hold Landlord harmless from any cost, expense or liability (including reasonable attorneys' fees) for any compensation, commissions or charges claimed by any other real estate broker or
agent employed or claiming to represent or to have been employed by Tenant in connection with the negotiation of this Lease. The foregoing agreement shall survive the termination of this Lease. 


 
 

ARTICLE XIX. TRANSFER OF LANDLORD'S INTEREST    
  


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


30





 


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 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. 


31







  




    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 and Landlord each waive their respective rights to rely on any representations or promises made by the other party 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 more to the benefit
of the respective parties and their successors and assigns. 


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


 
 

ARTICLE XXI. EXECUTION AND RECORDING    
  


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


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


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


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



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


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


32





 

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


 
 

ARTICLE XXII. MISCELLANEOUS    
  


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


33





 

    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.  EXPIRATION OF EXISTING LEASE.  It is understood that Tenant is presently leasing the
Premises pursuant to a Lease Agreement dated April 1, 1994 executed by Landlord's predecessor-in-interest, Utah State Retirement Fund, a Common Trust Fund (the, "Existing Lease"). The parties
agree that the Existing Lease shall expire in accordance with its terms as of the day preceding the Commencement Date of this Lease, provided that such termination shall not relieve Tenant of
(a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the
expiration or termination thereof. 



	 
	 	 

	LANDLORD:	 	TENANT:
	

THE IRVINE COMPANY	
 	

ALTRIS SOFTWARE, INC.,

a California corporation
	

 	
 	

 
	By: /s/ William R. Halford
	 	By: /s/ Roger Erickson

	  William R. Halford

  President, Office Properties	 	  Name (Print): Roger Erickson

  Title (Print): CEO
	 	 	 
	 	 	 
	By:
	 	By: /s/ John W. Loc

	  Nancy E. Trujillo

  Assistant Secretary	 	  Name: John W. Loc

  Title: Chief Financial Officer & Secretary




34








  


EXHIBIT A  






  



 
 

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: 










INSIGNIA/ESG,
INC.

43 Discovery, Suite 120

Irvine, CA 92618 











    Your
cooperation in this matter is appreciated. If you have any questions, please call your property manager at (949) 753-4744 for assistance. 



    1.  GENERAL INFORMATION:  



	 
	 	 
	 	 
	 	 
	 	 

	Name of Responding Company:	 	Altris Software, Inc.

	Check all that apply:	 	Tenant	 	/x/	 	Contractor	 	/ /
	 	 	Prospective	 	/ /	 	Existing	 	/x/
	

Mailing Address:	
 	

9339 Carroll Park Dr. San Diego, CA 92121

	Contact person & Title:	 	John W. Low Chief Financial Officer

	Telephone Number:	 	(858) 625-3000

	
Current TIC Tenant(s):	
 	

 	
 	

 	
 	

 	
 	

 
	

Address of Lease Premises:	
 	

9339 Carroll Park Dr. San Diego, CA 92121

	Length of Lease or Contract Term:	 	Expiration May 31, 2003

	
Prospective TIC Tenant(s):	
 	

 	
 	

 	
 	

 	
 	

 
	

Address of Leased Premises:	
 	

 
	 	 	

	

Address of Current Operations:	
 	

 	
 	

 	
 	

 	
 	

 
	 	 	

	

Describe the proposed operations to take place on the property, including principal products manufactured or services to be conducted. Existing tenants and contractors should describe any proposed changes to ongoing operations.
	


	

Software development

	






1





 


    2.  HAZARDOUS MATERIALS.  For the purposes of this Survey Form, the term "hazardous material" means any
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	
 	

/x/
	 	Biological Hazards/Infectious Wastes	 	Yes	 	/ /	 	No	 	/x/
	 	Radioactive Materials	 	Yes	 	/ /	 	No	 	/x/
	 	Petroleum Products	 	Yes	 	/ /	 	No	 	/x/
	

2.2	

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

 	
Hazardous Materials
	
 	

Location and Method of Storage
	
 	

Quantity

	 	Toner	 	In storage closet	 	2 or 3 boxes for standard office use in printers & copiers
	 	Standard Office Cleaning Supplies	 	In storage closet	 	Minimum for regular cleaning
	

2.3	

Is any underground storage of hazardous materials proposed or currently conducted on the premises? Yes / /  No /x/
	

 	

If yes, describe the materials to be stored, and the size and construction of the tank. Attach copies of any permits obtained for the underground storage of such substances.
	

 	


	

 	


	

 	







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



	 
	 
	 	 
	 	 
	 	 
	 	 

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

 	
Hazardous Materials
	
 	

Location and Method of Storage
	
 	

Quantity

	
 	

	
 	

	
 	


	

 	

	
 	

	
 	


	

 	

	
 	

	
 	


	

 	

	
 	

	
 	






2





 


	 
	 
	 	 
	 	 
	 	 
	 	 

	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
	
 	

Disposal Method

	
 	

	
 	

	
 	


	

 	

	
 	

	
 	


	

 	

	
 	

	
 	


	

 	

	
 	

	
 	






	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  (X) 



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. 



SPILLS  


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



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  (X) 



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  (X) 



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. 










WASTEWATER TREATMENT/DISCHARGE  


	5.1
	Do
you discharge industrial wastewater to: 






	 	 	storm drain?	 	 	 	sewer?
	
	 	 	 	
	 	 
	

 	
 	

surface water?	
 	

X	
 	

no industrial discharge
	
	 	 	 	
	 	 




3





 
	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. 




AIR DISCHARGES.  


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

Yes  (  )  No  (X)



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

Yes  (  )  No  (X)



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




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  (X)



	7.2
	Has
your company repaired a Hazardous Materials Disclosure—Chemical Inventory and Business Emergency Plan or similar disclosure document pursuant to state or county
requirements?  Yes  (  )  No  (X) 



If
so, attach a copy. 



	7.3
	Are
any of the chemicals used in your operations regulated under Proposition 65? 



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  (X) 



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










ANIMAL TESTING.  


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



If
so, describe the activity. 









4





 
	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  (X) 



If
so, describe the activity. 










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  (X) 



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  (X)



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



	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/ JOHN W. LOW   

	

 	
 	

 	
 	

Name:	
 	

John W. Low
	 	 	 	 	 	 	

	

 	
 	

 	
 	

Title:	
 	

Chief Financial Officer
	 	 	 	 	 	 	

	

 	
 	

 	
 	

Date:	
 	

2/25/01
	 	 	 	 	 	 	





5






  



 
 

EXHIBIT C
  
    LANDLORD'S DISCLOSURES    
  


     [INTENTIONALLY LEFT BLANK]  


1






  



 
 

EXHIBIT D
  
    TENANT'S INSURANCE    
  


    The following standards for Tenant's insurance shall be in effect at the Building. Landlord reserves the right to adopt reasonable nondiscriminatory
modifications and additions to those standards. 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 personal injury, owned and nonowned automobile, blanket contractual, independent contractors, broad form property damage (with an exception to any pollution exclusion with respect to
damage arising out of heat, smoke or fumes from a hostile fire), fire and water legal liability, products liability (if a product is sold from the Premises), liquor law liability (if alcoholic
beverages are sold, served or consumed within the Premises), and severability of interest, 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 a Landlord may determine from time to time; (ii) workers' compensation insurance
coverage as required by law, together with employers' liability insurance; (iii) with respect to improvements, alterations, and the like required or permitted to be made by Tenant under this Lease,
builder's all-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 "all risk" form in general use in the county in which the Premises are situated, insuring Tenant's leasehold improvements, 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 Best's rating of not less than "A" subject to final acceptance and approval by Landlord. Any insurance
required of Tenant may be furnished by Tenant under any blanket policy carried by it or under a separate policy, so long as (i) the Premises are specifically covered (by rider, endorsement or
otherwise), (ii) the limits of the policy are applicable on a "per location" basis to the Premises and provide for restoration of the aggregate limits, and (iii) the policy otherwise complies with the 


1





 


provisions of this Exhibit D. 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, 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. Landlord may at any time, and from time to time, inspect and/or copy any and all insurance policies
required by this Lease. 


    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) 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 except as to workers' compensation insurance; (ii) a provision including Landlord, the Additional Insureds identified in Item 11 of the
Basic Lease Provisions, and any other paries in interest designated by Landlord as an additional insured, except as to workers' compensation insurance; (iii) 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 (iv) 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. 


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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, 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 loitering or gathering, or to display, store or place any merchandise, equipment or devices, or for any other purpose. The walkways, 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. No tenant or employee or invitee of
any tenant shall be permitted upon the roof of the Building. 


    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. 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. 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 


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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 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. 


    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. 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, 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 may not be disposed of in the trash container or enclosures. 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. 


    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. 


    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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Project Site Plan    
  


     

  


EXHIBIT Y  









QuickLinks


LEASE (Multi-Tenant; Net; "AS IS") BETWEEN THE IRVINE COMPANY AND ALTRIS SOFTWARE, INC.


INDEX TO LEASE


LEASE (Multi-Tenant Net; "AS IS")

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


ARTICLE X. INSURANCE AND INDEMNITY


ARTICLE XI. DAMAGE OR DESTRUCTION

ARTICLE XII. EMINENT DOMAIN


ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS

ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES


ARTICLE XV. END OF TERM

ARTICLE XVI. PAYMENTS AND NOTICES

ARTICLE XVII. RULES AND REGULATIONS

ARTICLE XVIII. NO BROKER'S COMMISSION

ARTICLE XIX. TRANSFER OF LANDLORD'S INTEREST

ARTICLE XX. INTERPRETATION


ARTICLE XXI. EXECUTION AND RECORDING

ARTICLE XXII. MISCELLANEOUS


EXHIBIT B

THE IRVINE COMPANY—INVESTMENT PROPERTIES GROUP HAZARDOUS MATERIAL SURVEY FORM


EXHIBIT C LANDLORD'S DISCLOSURES


EXHIBIT D TENANT'S INSURANCE


EXHIBIT E RULES AND REGULATIONS


Project Site Plan