{"id":41695,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/150-brokaw-road-san-jose-ca-lease-agreement-devcon.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"150-brokaw-road-san-jose-ca-lease-agreement-devcon","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/150-brokaw-road-san-jose-ca-lease-agreement-devcon.html","title":{"rendered":"150 Brokaw Road (San Jose, CA) Lease Agreement &#8211; Devcon Investment Co. and FMC Corp."},"content":{"rendered":"<pre>\n                                   LEASE AGREEMENT\n\n      1.  PARTIES.  The parties to this Lease Agreement (the \"Lease\") dated \nMay 23, 1979 are DEVCON INVESTMENT CO., a limited partnership organized under \nthe laws of the State of California (hereinafter referred to as \"Landlord\") \nand FMC CORPORATION, a Delaware Corporation (hereinafter referred to as \n\"Tenant\").\n\n      2.  PROPERTY LEASED\n\n          A.   PREMISES.  Landlord hereby leases to Tenant, and Tenant hereby\nleases from Landlord upon the terms and conditions as set forth herein the\nfollowing property (hereinafter referred to as the \"Premises\"):\n\n               (1)   SPACE.  Approximately 48,666 square feet of space to be \ncontained within the concrete tilt-up building shown as outlined in red in \nExhibit A of this lease, together with exclusive rights over the parking \nareas shown as marked, on exhibit A and non-exclusive rights of ingress and \negress over the common areas of the land.\n\n               (2)  IMPROVEMENTS.  The improvements to be constructed on the \nLand as set forth in Paragraph 2B(1) \"Improvements\" below (the \n\"Improvements\").\n\n          B.  IMPROVEMENTS\n\n              (1)     PLANS AND SPECIFICATIONS.  Landlord agrees to construct \nthe building and appurtenances set forth in the plans and specifications \nattached hereto as Exhibit \"B\" and to construct the Tenant interiors \n(described in Exhibit \"C\") as directed by the Tenant.  In addition to the \nbasic interior plan as shown and described in Exhibit C of this lease, \nLandlord agrees that Tenant shall be allowed an additional amount of $44,000 \nwhich amount or portion thereof shall be used for additional interior \nimprovements.  Such additional monies shall at the direction of Tenant, be \nused for such general purpose improvements as interior partitioning and \ndoors, additional electrical and plumbing work, or additional HVAC work.  In \nthe event that Tenant elects to have Landlord expend a portion or all of such \nadditional allowance, such amounts as are expended shall be amortized over a \n7 year period at an interest rate of 10%, paid monthly as\n\n\n\nadditional rent.  In the event that Tenant elects to exercise its second \noption to renew the term of this lease as provided herein, the additional \n(amortized amount) rental as herein calculated shall be added to the monthly \ninstallment for purposes of calculating the increase in such monthly \ninstallment to be paid during the 2nd option period.  Costs of additional \nTenant interiors shall include all direct and indirect expenses relating to \nthe construction of said Tenant interiors together with a five percent (5%) \npercentage for general and administrative expense and five percent (5%) \npercentage for profit.  Building, appurtenances and Tenant interiors are \nhereinafter collectively referred to as \"Improvements.\"\n\n               (2) TIME FOR CONSTRUCTION.  Promptly following the execution \nof this Lease by Tenant, Landlord shall apply and use its best efforts to \nobtain the necessary building permits to allow the construction of the \nImprovements. Promptly following the issuance of the necessary building \npermits, Landlord shall commence construction in accordance with the plans \nand specifications and shall attempt to complete construction by August 1, \n1979.  However, in the event that Landlord is unable to deliver possession of \nsuch premises by August 1, 1979, Landlord shall diligently complete \nconstruction of the Improvements and deliver possession of the Premises as \npromptly as is practicable.  (See Exhibit D)\n\n          3.  TERM.  The term of this Lease shall be for a period of two (2) \nLease Years.  The term \"Lease Years\" as used therein shall be a period of \ntwelve (12) successive calendar months, except that if the term commences on \na day other than the first day of the calendar month, then the initial \nfractional month together with the next succeeding twelve (12) calendar \nmonths shall constitute the first Lease Year.\n\n          The term of this Lease shall commence upon the earliest of the \nfollowing occurrences (\"Commencement Date\"):\n\n          (a)     The date of the completion of the Improvements, tender of \npossession by written notice given to Tenant,  and the issuance of a \nCertificate of Occupancy.\n\n          (b)     The date Tenant takes actual physical possession of the \nPremises and the issuance of a Certificate of Occupancy.\n\n          (c)     The date of the completion of the Improvements, including \nutilities hookup (except landscaping and adjacent streets, curbs, and \ngutters, providing however that suitable access and parking is provided), \ntender of possession by written notice given to Tenant, \n\n                                       2\n\n\n\ntender of written guarantee by Landlord that uncompleted landscaping, \nadjacent streets, curbs, and gutters will be completed within 90 days, and \nthe issuance by applicable governmental authorities of a Certificate of \nOccupancy or such other authorizations as are required in order for Tenant to \nenter into physical possession of the Premises. The date of completion of the \nImprovements shall be the date upon which the construction of the \nImprovements has been completed in substantial conformity with the plans and \nspecifications as set forth in Exhibits \"B\" and \"C\", a Notice of Completion \nhas been filed with the County Recorder of Santa Clara County, and a \nCertificate of Occupancy or its equivalent (including a final building \ninspection) concerning the Improvements has been issued by the appropriate \ngovernmental agency.\n\n      4.    USE OF PREMISES.  Tenant shall use the Premises only for the \npurposes for which they were designed, to wit: offices, administration, \nengineering, personnel, research &amp; development, and only in conformance with \napplicable laws for any lawful activity including the manufacturing, storage \nand distribution of electronic equipment and requisite office use therewith,  \nexcluding manufacturing or storage activities outside of an enclosed \nstructure.\n\n      5.    RENT.\n\n            A.   BASIC.  Tenant shall pay Landlord as rental the sums set \nforth in subparagraph B below (the \"Monthly Installment\") each month in \nadvance on the first day of each month, commencing on the Commencement Date \nand continuing through the term of this Lease, together with such additional \nrents as are hereinafter specified.  In the event that the Commencement Date \nis not on the first day of a calendar month, the monthly rent payable on the \nCommencement Date shall be equal to the product obtained by multiplying the \nMonthly Installment by the quotient obtained by dividing thirty (30) into the \nnumber of days remaining in such calendar month.\n\n            Said rental shall be paid by Tenant without deduction or offset, \nprior notice or demand at such place or places as may be noticed from time to \ntime by Landlord, and Landlord agrees to accept as rental for the use and \noccupancy of the Premises said amount.\n\n            B.   MONTHLY INSTALLMENT.  The Monthly Installment of rent \npayable for the term of this lease shall be the sum of Twenty-three thousand \nninety-one Dollars ($23,091) per month.  The first Monthly Installment shall \nbe due upon the signing of this Lease by all parties hereto.\n\n                                       3\n\n\n\n            C.  LATE CHARGES.  In the event Tenant fails to pay the basic \nrent or Additional Rent within five (5) days written notice of its being due, \nTenant agrees to pay a late charge of Five Hundred Dollars ($500) which is \nnot a penalty but Landlord and Tenant agree that in the event of a late \ninstallment it would be impractical or extremely difficult to determine the \nextra expenses caused Landlord by such late installment and therefore the \nparties agree that said late charge of Five Hundred Dollars ($500) represents \na reasonable compensation to Landlord for such late installment.  In no event \nshall a late charge be assessed before the 5th day following the date upon \nwhich written notice is given.\n\n            D.   ADDITIONAL RENT.  All taxes, charges, costs and expenses \nwhich Tenant is required to pay hereunder, together with all interest and \npenalties that may accrue thereon in the event of Tenant's failure to pay \nsuch amounts, and all damages, reasonable costs, and expenses which Landlord \nmay incur by reason of any default of Tenant or failure on Tenant's part to \ncomply with the terms of this Lease, shall be deemed to be additional rent \n(\"Additional Rent\") and, in the event of non-payment by Tenant, Landlord \nshall have all the rights and remedies with respect thereto as Landlord has \nfor the non-payment of the rent.\n\n            Any payment due from Tenant to Landlord, specifically including \nbut not limited to the Monthly Installment and Additional Rent (including \nlate charges), shall bear simple interest at the rate of ten percent (10%) \nper annum from the due date thereof to the date of payment.\n\n      6.  NO ABATEMENT OR TERMINATION OF RENT.  It is the intention of the \nparties that, except as specifically set forth in Article 17 entitled \n\"Condemnation\" and Article 16 entitled \"Damage and Destruction,\" Tenant \nshall, in all months of the Lease Term, pay to Landlord the rent, Additional \nRent and all other sums required herein.  Tenant's obligations and covenants, \nspecifically including, without limitation, Tenant's obligation to pay the \nrent, Additional Rent and all other sums required herein, shall be absolute \nand shall not be subject to any abatement, refund, termination, diminution or \nreduction for any cause or reason whatsoever, save and except as set forth in \nArticles 16 and 17.  Tenant's obligations and covenants shall not be affected \nor discharged by virtue of or because of any present or future governmental \nlaws, ordinances, or for any other cause or reason whatsoever.\n\n      7.  SECURITY DEPOSITS.  There shall be no security deposit.\n\n                                       4\n\n\n\n      8.  POSSESSION.  Tenant agrees that in the event of the inability of \nLandlord to deliver to Tenant possession of the Premises at the Commencement \nDate, Landlord shall not be liable for any damages caused thereby, nor shall \nthis Lease be void or voidable, but Tenant shall not be liable for rents \nuntil such time as Landlord tenders possession of said Premises to Tenant \ncompleted in accordance with Exhibits \"B\" and \"C\" and the working drawings \napproved by Tenant.  (See Exhibit D) Landlord agrees to give Tenant 10 days \nprior notice of the anticipated delivery of possession of the premises to \nTenant.\n\n      9.  INSPECTION AND ACCESS.  Tenant shall permit Landlord and Landlord's \nagents to enter the premises with FMC Escort at all reasonable times for the \npurposes of inspecting the same, or for the purpose of making repairs that \nTenant has neglected or refused to make in accordance with this Lease; and \nalso for the purpose of showing the same to persons wishing to lease at any \ntime within Ninety (90) days prior to the expiration of this Lease, or at any \nreasonable time for the purpose of showing the Premises to a prospective \npurchaser or lender.\n\n     10.  TAXES AND OTHER CHARGES.\n\n          A.  Tenant shall pay and discharge, punctually and when same shall \nbecome due and payable without penalty, all real estate taxes, personal \nproperty taxes, taxes based on vehicles utilizing parking areas in the \nPremises, taxes computed or based on rental income (other than federal, state \nand municipal income taxes), environmental surcharges, privilege taxes, \nexcise taxes, business and occupation taxes, gross sales and\/or use taxes, \noccupational license taxes, water and sewer charges, assessments (including, \nbut not limited to, its pro rata share of assessments for public improvements \nor benefit; and all other governmental impositions and charges of every kind \nand nature whatsoever, whether or not now customary or within the \ncontemplation of the parties hereto and regardless of whether the same shall \nbe extraordinary or ordinary, general or special, unforeseen or foreseen, or \nsimilar or dissimilar to any of the foregoing (all of the foregoing being \nhereinafter collectively called \"Tax\" or \"Taxes\") which, at any time during \nthe Lease Term, shall be applicable to the Premises or assessed, levied or \nimposed upon the Premises or become due and payable and a lien or charge upon \nthe Premises, or any part thereof, under or by virtue of any present or \nfuture laws, statutes, ordinances, regulations or other requirements of any \ngovernmental authority whatsoever.  The term \n\n                                       5\n\n\n\n\"Environmental Surcharges\" shall include any and all expenses, taxes, charge \nor penalties imposed by the Federal Environmental Protection Agency, the \nFederal Clean Air Act or any regulations promulgated thereunder, or any other \nlocal, state or federal governmental agency or entity now or hereafter vested \nwith the power to impose taxes, assessments or other types of surcharges as a \nmeans of controlling or abating environmental pollution in regard to the use, \noperation or occupancy of the Premises.  It is the intention of the parties \nthat Landlord shall be free from all such expenses and all such taxes and all \nother governmental impositions and charges of every kind and nature \nwhatsoever.  Nothing in this Lease contained shall require Tenant to pay any \nfranchise, estate, inheritance, transfer or excess profits tax imposed upon \nLandlord; provided, however, that if at any time during the Lease Term there \nshould be levied, assessed and imposed (i) a tax, assessment, levy, \nimposition or charge, wholly or partially as a capital levy or otherwise, \nbased or measured in whole or in part on the rent payable by Tenant under \nthis Lease, or (ii) a license fee measured by the rent payable by Tenant \nunder this Lease, or (iii) any other levy in lieu of or equivalent to any Tax \nset forth in this Article 10, then all such taxes, assessments, levies, fees, \nimpositions, or charges shall be paid by Tenant and shall be deemed to be \nincluded within the term \"Tax\" for the purposes hereof.\n\n          B.  If by law any Tax is payable or may, at the option of the \ntaxpayer, be paid in installments, Tenant may whether or not interest shall \naccrue on the unpaid balance thereof, pay the same, and any accrued interest \non any unpaid balance thereof, in installments as each installment becomes \ndue and payable, but in any event, before any fine, penalty, interest or cost \nmay be added thereto for non-payment of any installment or interest.\n\n          C.  Any Tax relating to a fiscal period of a taxing authority, a \npart of which is within the Lease Term and a part of which is subsequent to \nthe Lease Term, shall be apportioned and adjusted between Landlord and Tenant \nbased upon a 365-day year.  Such apportionment shall be made whether or not \nsuch Tax shall be assessed, levied, imposed, or shall become a lien upon the \nPremises or shall become payable during the Lease Term.  With respect to any \nTax for public improvements or benefits which by law is payable or, at the \noption of the Landlord, may be paid in installments, Landlord shall pay the \ninstallments thereof which become due and payable subsequent to the \nexpiration of the Lease Term; and Tenant shall pay all such installments \nwhich become due and payable at any time during the Lease Term even though \n\n                                       6\n\n\n\nactual payment is postponed beyond the end of the Lease Term by Tenant.\n\n          D.  Tenant shall furnish to Landlord five (5) days prior to the \nlast date when any Tax will become delinquent, official receipts or other \nproof satisfactory to Landlord evidencing payment thereof, subject to \nParagraph E below.\n\n          E.  Tenant shall have the right to contest or review the amount or \nvalidity of any such Tax by appropriate legal proceedings (but which is not \nto be deemed or construed in any way as relieving, modifying or extending \nTenant's covenant to pay any such Tax at the time and in the manner as \nprovided in this Article).\n\n          F.  Any contest as to the validity or amount of any Tax or assessed \nvaluation upon which such Tax was computed or based, whether before or after \npayment, shall be made by Tenant in Tenant's own name, or, if required by \nlaw, in the name of Landlord or both Landlord and Tenant.  Landlord shall \ncooperate in any such contest, and Tenant shall indemnify and save harmless \nLandlord from any and all costs or expenses, including attorney fees, in \nconnection with any such proceedings brought by Tenant.  Tenant shall be \nentitled to any refund of any such Tax and penalties or interest thereon \nwhich have been paid by Tenant.\n\n          G.  The certificate, advice or bill of the appropriate official \n(designated by law to make or issue the same or to receive payment of any \nsuch Tax) of the non-payment of any such Tax, shall be conclusive of the fact \nthat such Tax was due and unpaid at the time of the making or issuance of \nsuch certificate, advice or bill.\n\n          H.  In the event that Tenant shall fail to pay any such Tax or \nother expense which might create a lien against the real property, required \nto be paid after the same shall become due and payable, Landlord shall have \nthe right, at its option, to pay the same with all interest and penalties \nthereon, and the amount so paid, with interest thereon from the date of such \npayment at the rate of ten percent (10%) per annum, shall be deemed to be \nAdditional Rent hereunder and shall be due and payable by Tenant on the first \nday of the month following the month in which payment by Landlord was made.  \nLandlord's right to make payment under this Paragraph H is a cumulative right \nand shall not be construed to be a waiver of any other rights of Landlord \nunder law or under this Lease Agreement.\n\n      11.  INSURANCE.\n\n           A.   Landlord shall, during the Lease Term, at Tenant's sole \nexpense, procure \n\n                                       7\n\n\n\nand keep in force the following insurance coverage, subject to the ordinary \ndeductible amount of $1,000.00, which amount shall be Tenant's expense:\n\n               (1)  \"All Risk\" coverage, including flood insurance but not \nincluding earthquake insurance on the Improvements and all buildings, \nimprovements, building equipment and fixtures and personal property affixed \nor attached to real property located on or in the Premises, including any \nbuildings or fixtures hereinafter constructed or installed thereon, in the \nfull amount of the replacement cost thereof.  Such full replacement cost \nshall be determined by mutual agreement annually, based on actual changes in \nreplacement cost, on or prior to the anniversary date of the Commencement \nDate.  If the parties are unable to agree on the full replacement cost, the \nmatter shall be resolved by arbitration administered by and in accordance \nwith the rules of the American Arbitration Association in San Jose, \nCalifornia, provided that the arbitrators selected shall have at least ten \n(10) years experience in the real estate appraisal or general contracting \nbusiness.\n\n               (2)  Business interruption insurance insuring that one \nhundred percent (100%) of the rent and other sums required to be paid by \nTenant hereunder will be paid to Landlord for a period of twelve (12) months \nif the Improvements are destroyed or damaged by a risk insured against by the \n\"all risk\" insurance described above.\n\n           B.  Tenant shall, during the Lease Term, at Tenant's sole expense, \nprocure and keep in force the following insurance coverage, or self insure \nfor the following exposures, under the following terms:\n\n               (1)  Plate glass insurance\n\n               (2)  Comprehensive public liability insurance protecting \nagainst any and all liabilities related to the condition, use or occupancy of \nthe Premises with limits of One Million Dollars ($1,000,000.00) for bodily \ninjury or death as a result of any one occurrence, and Five Hundred Thousand \nDollars ($500,000) for property damage as a result of any one occurrence.  It \nis agreed that the limits of insurance specified above are the minimum \namounts required by Landlord and the parties shall agree to revise such \nlimits from time to time to mutually agreed amounts to meet changed \ncircumstances, including, but not limited to, changes in purchasing power of \nthe dollar and changes indicated by the amount of plaintiff's verdicts in \npersonal injury actions in the county in which the Premises are located.  If \nthe parties are unable \n\n                                       8\n\n\n\nto agree on the amount by which such limits are to be increased, the \ncontroversy shall be resolved by arbitration administered by and in \naccordance with the rules of the American Arbitration Associates in San Jose, \nCalifornia, provided that the arbitrators selected shall have at least ten \n(10) years experience in the liability insurance business.\n\n           C.  All insurance policies or policies of self insurance required \nunder the provisions of this Article 11 which are to be acquired by Tenant, \nshall name the Landlord, Tenant, and the beneficiary of any mortgage or deed \nof trust secured by the Premises as insureds and all payments shall be made \nas their interests appear.\n\n           D.  All policies including policies of self insurance provided for \nin this Article 11 which are to be acquired by Tenant, shall be in such form \nand with such companies authorized to write insurance in the state in which \nthe Premises are located as may be approved by Landlord, which approval \nLandlord agrees not to unreasonably withhold.  Originals of the policies \nprovided for herein or, in the case of comprehensive public liability \ninsurance, certificates of insurance evidencing the policy provided for \nherein, shall be delivered to Landlord and shall certify that the policy may \nnot be cancelled or altered without thirty (30) days prior written notice to \nLandlord.  The certificate required herein shall also certify that (i) the \ncoverage provided insures performance of the indemnity set forth in Article \n12, and (ii) the coverage provided is primary and any coverage by Landlord is \nin excess thereto.\n\n           E.  In those situations whereby Landlord shall obtain and maintain \nsuch insurance coverage and pay premiums therefor, all premiums so paid by \nLandlord, together with interest thereon at the rate of ten percent (10%) per \nannum from the 30th day following the billing of Tenant for such costs, shall \nbe deemed Additional Rent hereunder, and shall be paid by Tenant to Landlord \nupon demand.\n\n           F.  In the event that Tenant fails to obtain and maintain any \ninsurance or provide self insurance as required herein, Landlord may, but \nshall not be obligated to, obtain and maintain such insurance coverage and \npay premiums therefor. All premiums so paid by Landlord, together with \ninterest thereon at the rate of ten percent (10%) per annum from the date of \nsuch payment, shall be deemed Additional Rent hereunder, and shall be paid by \nTenant to Landlord upon demand.  Any such expenses and damages shall bear \ninterest at the rate of ten percent (10%) per annum from the date that the \nloss or damage occurs until paid by Tenant.\n\n                                       9\n\n\n\n      12.  INDEMNITY AND EXCULPATION.  Tenant agrees to indemnify Landlord \nand hold Landlord harmless except for the active negligence or willful \nmisconduct from any and all liability, loss, cost, expenses, attorneys' fees, \nor obligations on account of, or arising out of the use, condition or \noccupancy of the Premises, Tenant agrees to defend Landlord against any \nlitigation or threatened litigation relating to any incident relating to the \nsubject premises to which the Landlord is named as a defendant. It is \nunderstood that Tenant is and shall be in control and possession of the \nPremises and that except for the active negligence or willful misconduct \nLandlord shall in no event be responsible or liable for any injury or damage \nto any property of Tenant or any other person, or for damage or injury to any \nother person whatsoever, happening on, in, about or in connection with the \npremises, or for any injury or damage to the Premises or any part thereof.  \nThis Lease Agreement is entered into on the express condition that except for \nits active negligence or willful misconduct Landlord shall not be liable for, \nor suffer loss by reason of, injury to person or property, from whatever \ncause, which in any way may be connected with the use, condition or occupancy \nof the premises or personal property therein or thereon, including without \nlimitation, any liability for injury to the person or property of Tenant, \nTenant's agents, officers, employees, invitees, or any other person. The \nprovisions of this Lease Agreement permitting Landlord to enter and inspect \nthe Premises are for the purposes of enabling Landlord to become informed as \nto whether Tenant is complying with the terms of this Lease Agreement, and \nLandlord shall be under no duty to enter and inspect or to perform any of \nTenant's covenants set forth in this Lease Agreement.\n\n      13.  COMPLIANCE WITH LAWS AND REGULATIONS.\n\n           A.  Tenant shall, at Tenant's sole cost, comply with all laws, \nregulations, rules, orders, ordinances and requirements of all governmental \nauthorities (including, but not limited to, federal, state, county and city \ngovernments and any department or agency thereof) now in force or which may \nhereafter be in force, whether or not the same are now contemplated by the \nparties pertaining to the use, condition, occupancy or occupational safety of \nthe Premises.  The judgment of any court of competent jurisdiction after \nfinal appeal or the admission of Tenant in any action or proceeding against \nTenant, whether Landlord be a party thereto or not, that Tenant has violated \nany such law, requirement, rule, order, ordinance or regulation in the use, \ncondition or occupancy of the Premises shall be conclusive of the fact of \nsuch violation by Tenant.  Tenant \n\n                                       10\n\n\n\nshall indemnify and hold Landlord harmless from any and all liability or \nobligation arising out of Tenant's failure to comply with any requirement, \nlaw, rule, order, ordinance and regulation of any governmental agency now or \nhereafter in force pertaining to the use, condition, occupancy or \noccupational safety of the Premises.\n\n      14.  UTILITIES.  Tenant shall pay all utility charges and post \nconstruction connection fees, including, but not limited to, water, gas, \nlight, heat, power, electricity, telephone or other communication service, \nscavenger, trash pickup, sewer, air conditioning or any other service or \nutility supplied to or consumed on the Premises, or any tax, fee, levy or \nsurcharge therefor.\n\n      15.  ALTERATIONS, REPAIRS AND MAINTENANCE.\n\n           A.  Tenant agrees that Tenant will not demolish or undertake any \nstructural alterations of the Improvements, or any part thereof, now existing \nor hereafter erected upon the Premises, or make any other alterations which \nwould change the character of said Improvements or which would weaken or \nimpair the structural integrity or lessen the value of said Improvements, or \nmake any alterations, additions, enlargements or improvements thereof without \nthe prior written consent of Landlord, which shall not be unreasonably \nwithheld.  As a condition for giving its consent, Landlord may require that \nTenant post a completion bond in amount (not to exceed the estimated \nconstruction cost) and form specified by Landlord.  As a further condition \nfor giving its consent, Landlord may require Tenant to agree to restore the \nPremises to their original condition at the termination of this Lease.\n\n           B.  Subject to the provisions of Article 16 relating to \ndestruction of or damage to the Premises, Tenant shall, at Tenant's own \nexpense, keep and maintain the entire Premises (excluding roofs and exterior \nwalls) including, without limiting the generality of the foregoing, the \ninterior, electrical wiring and connections, plumbing, sewer system, heating \nand air conditioning installation, truck doors, storefront, and its pro-rata \nshare of the common area, sidewalks, landscaping and paving of the Premises \nin good condition and repair, excepting ordinary wear and tear.  The term \n\"repair\" shall include replacements, restorations, and\/or renewals when \nnecessary, as well as painting and decorating.  Except as otherwise provided, \nthe Tenant's obligation shall extend to all alterations, additions and \nimprovements to the Premises, all fixtures and appurtenances therein and \nthereto, all equipment thereof, including, but not limited to, all machinery, \npipes, plumbing, wiring, gas, steam and electrical fittings, sidewalks, \n\n                                       11\n\n\n\npaving, water, sewer and gas connections, heating equipment, air conditioning \nequipment and machinery, and all other fixtures, machinery and equipment \nbelonging to or connected with the Premises.  Landlord agrees to assume \nresponsibility for maintaining and repairing the five sprinkler systems but \nTenant shall be responsible for any costs associated with such maintenance or \nrepair. Tenant shall indemnify and save Landlord harmless against and from \nall costs, resulting from Tenant's failure to comply with the foregoing:  and \nTenant hereby expressly releases and discharges Landlord of and from any \nliability therefor, except for that which results from the active negligence \nor willful misconduct of Landlord.\n\n           C.  Landlord shall, at the request of Tenant, assign to Tenant any \nguarantees and warranties received from contractors or equipment suppliers \nrelating to the constructed or construction of the Improvements.\n\n           D.  Tenant waives the provisions of any law requiring that \nLandlord make repairs except as otherwise provided herein and further waives \nthe provisions of any law allowing Tenant to make repairs at the expense of \nLandlord, except in the case of roof leaks.  In the event that Tenant has \ngiven Landlord reasonable notice as to a roof leak, and Landlord has not \nresponded within a reasonable time, tenant may make such emergency repairs as \nare necessary to mitigate damage to premises or to Tenant's possessions \nand\/or equipment.\n\n           E.  At the expiration of the term of this Lease, or upon sooner \ntermination as provided herein, Tenant shall surrender the Premises in good \ncondition and in as good order and condition as at the commencement of the \nLease Term, normal wear and tear excepted, and all carpeting shampooed and \nvinyl floors cleaned and waxed.  Nothing provided in this subparagraph shall \ndiminish or reduce Tenant's obligations under subparagraphs A through D above.\n\n      16.  DAMAGE AND DESTRUCTION\n\n           A.  If the Improvements are damaged or destroyed in whole or in \npart from any cause (except condemnation), Landlord may, at its option:\n\n               (1)  Rebuild the Premises to their prior condition, in which \nevent Tenant agrees that the proceeds of any all insurance policies required \nhereinabove shall be applied to the cost of rebuilding.  In the event the \ninsurance proceeds exceed the cost of rebuilding, Landlord shall be entitled \nto receive the excess.\n\n                                       12\n\n\n\n                (2)  Terminate the Lease provided that the rebuilding cannot \nbe accomplished within one hundred fifty (150) days after the date of damage \nor terminate the Lease should there be no insurance proceeds available for \nreconstruction.  Provided, however, that in the event that insurance proceeds \nare insufficient to rebuild the premises, Tenant may, at Tenant's option, pay \nto Landlord in cash no later than the date of commencement of construction \nthe difference between the insurance proceeds and the contracted cost of \nrebuilding, in which case Landlord agrees to rebuild the premises.\n\n                (3)  Notwithstanding the provisions of paragraphs (1) and (2) \nabove, Tenant may, by giving Landlord sixty (60) days prior written notice, \nterminate the Lease if the Improvements cannot be replaced or restored within \none hundred fifty (150) days after the date of damage.\n\n           B.  If Landlord does not give tenant notice in writing within \nthirty (30) days from the damage or destruction of the Improvements of \nLandlord's election to rebuild them, Landlord shall be deemed to have elected \nto rebuild the premises and continue the Lease.  Tenant hereby expressly \nwaives the provisions of any law requiring Landlord to make such repairs, or \nof any law allowing the Tenant to make such repairs at Landlord's expense \nand, without limiting the foregoing, Tenant specifically waives any statutes \nwhich permit Tenant to terminate this Lease upon destruction or to make \nrepairs at the expense of Landlord.\n\n          C.  In the event of damage or destruction, whether from an insured \nor uninsured casualty, the rent otherwise payable hereunder shall be abated \nfor the period commencing with the date of damage or destruction and ending \nwith (1) the date of completion of the repair or restoration, if the Lease is \nnot terminated or (2) the date of termination of the Lease. The amount of the \nabatement shall be in proportion to the square footage of the premises \ndamaged or destroyed by the casualty.\n\n      17.  CONDEMNATION.\n\n           A.  DEFINITION OF TERMS.  For the purpose of this Lease the term:\n\n               (1)  \"Taking\" means a taking of the Premises or damage thereto \nrelated to the exercise of the power of eminent domain by any agency, \nauthority, public utility, persons or corporate entity empowered to condemn \nproperty.\n\n               (2)  \"Total Taking\" means the taking of the entire Premises or \nso much \n\n                                       13\n\n\n\nof the Premises as to prevent or substantially impair the use thereof by \nTenant for the uses herein specified, but in no event shall Total Taking be \nless than twenty percent (20%) of the Premises.\n\n               (3)  \"Partial Taking\" means the taking of only a portion of \nthe Premises which does not constitute a Total Taking.\n\n               (4)  \"Date of Taking\" means the date upon which title to the \nPremises, or a portion thereof, passes to and vests in the condemnor or the \neffective date of any order for possession if issued prior to the date title \nvests in the condemnor.\n\n               (5)  \"Award\" means the amount of any award made, consideration \npaid, or damages ordered as a result of a Taking.\n\n           B.  RIGHTS.  The parties agree that in the event of a Taking all \nrights between them or in and to an Award shall be as set forth herein and \nTenant shall have no right to any Award except as set forth herein.  Except \nas otherwise provided herein and unless and until the Lease is terminated \npursuant to the provisions of this Lease, Tenant shall continue to pay to \nLandlord all rent required in this Lease, and Tenant shall faithfully keep \nand observe all other terms, conditions, and covenants of this Lease, all \nwithout any claim for any abatement, refund, diminution or reduction or other \nexpense whatsoever, and there shall be no abatement of rent whatsoever due to \nthe commencement or threat of commencement of condemnation proceedings or due \nto any other cause whatsoever (except as provided in Paragraphs C and D \nbelow).\n\n           C.  TOTAL TAKING.  In the event of a  Total Taking during the term \nhereof (i) the rights of Tenant in and to the Premises shall cease and \nterminate as of the Date of Taking, (ii) Landlord shall refund to Tenant any \nprepaid rent, (iii) Tenant shall pay to Landlord any rent or charges due \nLandlord under the Lease each prorated as of the Date of Taking, (iv) Tenant \nshall be entitled to moving expenses, relocation allowances, business \ninterruption expenses, and amounts for trade fixtures which have not become \naffixed to and become part of the real property, if separately awarded, and \nany other amounts separately awarded Tenant, (v) the remainder of the Award \nshall be paid to and be the property of Landlord.\n\n           D.  PARTIAL TAKING.  In the event of a Partial Taking during the \nterm hereof, (i) the rights of Tenant under the Lease and the leasehold \nestate of Tenant in and to the portion of the Premises taken shall cease and \nterminate as of the Date of Taking, (ii) the remainder of the Award shall be \npaid to and be the property of Landlord, (iii) Tenant shall be entitled to \namounts\n\n                                       14\n\n\n\nfor Trade Fixtures which have not become affixed to and become a part of the \nreal property, if separately awarded, (iv) Tenant shall comply with the \nprovisions of subparagraph E hereof, and (v) from and after the Date of \nTaking the Minimum Rent shall be reduced in the proportion that the building \narea of the portion of the Premises taken bears to the total building area of \nthe Premises prior to the Taking.  The value of the Award shall be the total \namount of the Award minus any portion of the Award for consequential damages \nminus any portion of the Award attributable to Trade Fixtures of the Tenant.\n\n           E.  In the event of a Partial Taking, Landlord shall have the \noption to either (a) terminate the Lease, in the case where 30% or more of \nthe building area is taken or (b) within forty-five (45) days after receipt \nof the Award proceed to rebuild, repair and restore the remainder of any \nbuilding on the Premises affected thereby to a complete independent and \nself-contained architectural unit.  In the event the Partial Taking causes \nthe Premises to be reduced in such a manner that the Tenant is unable to \nutilize said Premises for the use intended, then Tenant may terminate this \nLease within forty-five (45) days after receipt of the Award upon written \nnotice to Landlord as more specifically set forth under Article. 21.\n\n      18.  SUBORDINATION.\n\n           A.  This Lease and all rights of Tenant under this Lease are and \nshall, at the option of Landlord, be subject and subordinate to any mortgage \n(including a consolidated mortgage) or deed of trust, which may now or \nhereafter effect the Premises, or any part thereof, and to any and all \nrenewals, modifications, consolidations, replacements and extensions of any \nsuch mortgage or deed of trust.\n\n           B.  Subject to Paragraph A above, Tenant shall, upon Landlord's \nrequest, execute within fifteen (15) working days following such request (1) \nany instrument of subordination presented by Landlord to Tenant necessary to \nsubordinate this Lease to any such mortgage or deed of trust to be placed on \nthe Premises, or any part thereof by Landlord and (2) any amendment to this \nLease requested by the lender providing initial permanent financing for the \nImprovements provided that any such amendment does not materially affect the \nrights of Tenant under this Lease.\n\n      19.  DEFAULT\n\n           A.  Upon the breach of this Lease by Tenant or upon any Event of \nDefault (as \n\n                                       15\n\n\n\ndefined in this Lease), Landlord shall have the following remedies, in \naddition to all other rights and remedies provided by law, to which Landlord \nmay resort cumulatively, or in the alternative:\n\n               (1)  Landlord may at Landlord's election reenter the Premises, \nand without terminating this Lease, and at any time from time to time, relet \nthe Premises or any part or parts of them for the account and in the name of \nTenant or otherwise. Landlord may at Landlord's election eject Tenant or any \nof Tenant's subtenants, except subtenants approved in writing by Landlord, \nassignees, or other persons claiming any right under or through this Lease. \nTenant shall nevertheless pay to Landlord on the due dates specified in this \nLease all the sums required of Tenant under this Lease, less the proceeds of \nany sublease or reletting.  The expenses allowed Landlord shall include \nwithout limitation:  costs paid to retake possession and reasonable costs to \nplace the Premises in its original condition, costs to secure new tenants \n(including broker's commissions) and costs to fulfill all of Tenant's \ncovenants and conditions to the end of the term.  No act by or on behalf of \nLandlord under this subparagraph (1) shall constitute a termination of this \nLease unless Landlord gives Tenant written notice of termination.\n\n               (2)  Landlord shall be entitled, at Landlord's election, to \nkeep the Lease in full force and effect and to enforce all of its rights and \nremedies under the Lease, including the right to recover the rent and other \nsums as they become due, plus interest at the rate of ten percent (10%) per \nyear from the due date of each installment of rent or other sum until paid.\n\n               (3)  Landlord may, upon default or breach by Tenant, at \nLandlord's election, terminate this Lease by giving Tenant 30 days written \nnotice of termination.  On the giving of the notice, all of Tenant's rights \nin the Premises and in the leasehold estate shall terminate.  Promptly after \nnotice of termination, Tenant shall surrender and vacate the Premises in \nbroom-clean condition, and Landlord may reenter and take possession of the \nPremises and eject Tenant or any of Tenant's subtenants and\/or assignees, \nexcept subtenants and\/or assignees approved in writing by Landlord, or other \nperson or persons claiming any right under or through Tenant or eject some \nand not others or eject none.  This Lease may also be terminated by a \njudgment specifically providing for termination.  Any termination under this \nparagraph shall not relieve Tenant from the payment of any sum then due to \nLandlord or from any claim for breach, damages or rent previously accrued.  \nIn no event shall any one or more of the following actions by Landlord \nconstitute a termination of this Lease:\n\n                                       16\n\n\n\n                    (i)    Maintenance, or restoration, or preservation of the\nPremises;\n\n                    (ii)   Efforts to relet the Premises;\n\n                    (iii)  Appointment of a receiver in order to protect \nLandlord's interest hereunder;\n\n                    (iv)   Consent to any subletting of the Premises by \nTenant, whether pursuant to provisions hereof with concern to subletting or \notherwise;\n\n                    (v)    Any other action by Landlord or Landlord's agents \nintended to mitigate the adverse effects of any breach of this Lease by \nTenant.\n\n               (4)  In the event of termination pursuant to subparagraph (3), \nLandlord shall be entitled at Landlord's election to damages in the following \nsums:\n\n                    (i)    The worth at the time of the award of the unpaid \nrent which has been earned at the time of termination; plus\n\n                    (ii)   The worth at the time of award of the amount by \nwhich the unpaid rent which would have been earned after termination until \nthe time of award exceeds the amount of such rental loss that Tenant proves \ncould have been reasonably avoided; plus\n\n                    (iii)  The worth at the time of award of the amount by \nwhich the unpaid rent for the balance of the term after the time of award \nexceeds the amount of such rental that Tenant proves could be reasonably \navoided; and\n\n                    (iv)   Any other amount necessary to compensate Landlord \nfor all detriment proximately caused by Tenant's failure to perform Tenant's \nobligations under this Lease, or which in the ordinary course of things would \nbe likely to result therefrom including without limitation the following: (1) \nExpenses for cleaning, repairing and restoring the Premises; (2) Expenses for \nrepairing and repainting and otherwise restoring the Premises for the purpose \nof reletting, (whether such be funded by a reduction of rent, direct payment \nor allowance to tenant, or otherwise); (3) broker's fees, attorneys' fees, \nadvertising costs and other expenses of reletting the Premises; (4) Costs of \ncarrying the Premises such as repairs, restoration, maintenance, taxes and \ninsurance premiums, utilities and security precautions; (5) Expenses in \nretaking possession of the Premises; and (6) Attorneys' fees and court costs.\n\n                    (v)   The \"worth at the time of Award\" of the amounts \nreferred \n\n                                       17\n\n\n\nto in subparagraphs (i) and (ii), above, is computed by allowing interest at \nthe rate of ten percent (10%) per annum, unless previously calculated herein. \nThe \"worth at the time of Award\" of the amount referred to in subparagraph \n(iii) above, is computed by discounting such amount at the discount rate of \nthe Federal Reserve Bank of San Francisco at the time of Award plus one \npercent (1%).\n\n           B.  A breach of this Lease shall exist if any of the following \nevents (severally \"Event of Default\" and collectively \"Events of Default\") \nshall occur:\n\n               (1)  Default shall have occurred in the payment of rent or \nother payment not made upon the date due; (See Exhibit D)\n\n               (2)  Tenant shall have assigned its assets for the benefit of \nits creditors; or\n\n               (3)  The sequestration or attachment of, or execution on, any \nsubstantial part of the property of Tenant or on any property essential to \nthe conduct of Tenant's business shall have occurred and Tenant shall have \nfailed to obtain a return or release of such property within thirty (30) days \nthereafter, or prior to sale pursuant to such sequestration, attachment or \nlevy, whichever is earlier; or\n\n               (4)  Tenant shall have abandoned or vacated the Premises; or\n\n               (5)  Tenant shall have failed to perform any term, covenant or \ncondition contained in this Lease other than nonpayment of monies due \nLandlord, where such failure shall not have been cured within fifteen (15) \nbusiness days after written notice of such failure; provided that if the \nfailure cannot be reasonably cured within said fifteen (15) day period, \nTenant shall not be in default if it commences the cure within said ten (10) \nday period and diligently prosecutes the cure to completion; or\n\n               (6)  A court having jurisdiction shall have made or entered \nany decree or order; (a) adjudging Tenant to be bankrupt or insolvent; (b) \napproving as properly filed a petition seeking reorganization of Tenant or an \narrangement under the bankruptcy laws or any other applicable debtor's relief \nlaw or statute of the United States or any State thereof; (c) appointing a \nreceiver, trustee or assignee of Tenant in Bankruptcy or insolvency or for \nits property; or (d) directing the winding up or liquidation of Tenant; and \nsuch decree or order shall have continued for a period of thirty (30) days; \nor Tenant shall have voluntarily submitted to or \n\n                                       18\n\n\n\nfiled a petition seeking any such decree or order.\n\n      20.  HOLDING OVER.  This Lease shall terminate without further notice \nat the expiration of the Lease Term.  Any holding over by Tenant after \nexpiration shall not constitute a renewal or extension or give Tenant any \nrights in or to the Premises except as expressly provided in this Lease.  Any \nholding over after the expiration with the consent of Landlord shall be \nconstrued to be a tenancy from month to month, at one hundred twenty-five \npercent (125%) of the existing Rent, and shall otherwise be on the terms and \nconditions herein specified insofar as applicable.\n\n      21.  NOTICES.  Any notice required or desired to be given under this \nLease shall be in writing with copies directed as indicated below and shall \nbe personally served or given by mail.  Any notice given by mail shall be \ndeemed to have been given when forty-eight (48) hours have elapsed from the \ntime which such notice was deposited in the United States mail, certified or \nregistered and postage prepaid, addressed to the party to be served with a \ncopy as indicated herein at the last address given by that party to the other \nparty under the provisions of this part.  At the date of execution of this \nLease, the address of Landlord is:\n\n                    Devcon Investment Company\n                    425 Lakeside Drive\n                    Sunnyvale, California  94086\n\n\nwith a copy to:\n\n\n\nand the address of Tenant is:\n\n\n                    FMC CORPORATION\n                    1105 Coleman Avenue\n                    San Jose, California  95108\n\n      22.  NONASSIGNMENT.  Tenant's interest in this Lease is not assignable, \nby operation of law or otherwise, nor shall Tenant have the right to sublet \nthe Premises, transfer any interest of Tenant's therein or permit any use of \nthe Premises by another party without the prior written consent of Landlord, \nwhich consent Landlord agrees not to unreasonably withhold.  A consent to one \nsubletting, occupation or use by another party shall not be deemed to be a \nconsent to any subsequent subletting, occupation or use by another party.  \nAny or subletting without such \n\n                                       19\n\n\n\nconsent hall be void and shall, at the option of Landlord, terminate this \nLease.\n\n          Landlord's waiver or consent to any subletting hereunder shall not \nrelieve Tenant from any obligation under this Lease unless the consent shall \nso provide.\n\n      23.  SUCCESSORS.  The covenants and agreements contained in this Lease \nshall be binding on the parties hereto and on their respective successors.\n\n      24.  MORTGAGEE PROTECTION.  In the event of any default on the part of \nLandlord, Tenant will give notice by registered or certified mail to any \nbeneficiary of a deed of trust or mortgagee of a mortgage, encumbering the \nPremises whose address shall have been furnished it, and shall offer such \nbeneficiary or mortgagee a reasonable opportunity to cure the default, \nincluding time to obtain possession of the Premises by power of sale or \njudicial foreclosure, if such should prove necessary to effect a cure.\n\n      25.  LANDLORD LOAN OR SALE.  Tenant agrees promptly but no later than \nfifteen (15) days following request by Landlord to (A) execute and deliver to \nLandlord any documents, including estoppel certificates presented to Tenant \nby Landlord, (i) certifying that this Lease is unmodified and in full force \nand effect, or, if modified, stating the nature of such modification and \ncertifying that this Lease, as so modified, is in full force and effect and \nthe date to which the rent and other charges are paid in advance, if any, and \n(ii) acknowledging that there are not, to Tenant's knowledge, any uncured \ndefaults on the part of Landlord hereunder, or if there are uncured defaults, \nstating the nature and status of such defaults, and (iii) evidencing the \nstatus of the Lease as may be required either by a lender making a loan to \nLandlord to be secured by deed of trust or mortgage covering the Premises or \na purchaser of the Premises from Landlord and (B) to deliver to Landlord the \ncurrent financial statements of Tenant certified by Tenant to be true and \ncorrect, including a balance sheet for the most recent prior fiscal year all \nprepared in accordance with generally accepted accounting principles \nconsistently applied.  The only financial statement that Tenant shall be \nrequired to deliver to Landlord pursuant to this clause shall be a current \nbalance sheet with the opinion of a certified public accountant, if \navailable, and Tenant shall only be required to deliver such financial \nstatement when Landlord is engaged in negotiations for a bona fide sale or \nrefinancing of the Premises.  Tenant's failure to deliver an estoppel \ncertificate promptly following such request shall be conclusive upon Tenant \n(a) that this Lease is in full force and effect, without modification except \nas may be represented by Landlord, (b) that there are now no uncured \n\n                                       20\n\n\n\ndefaults in Landlord's performance and (c) that no rent has been paid in \nadvance except those that are set forth in this Lease.\n\n      26.  SURRENDER OF LEASE NOT MERGER.  The voluntary or other surrender \nof this Lease by Tenant, or a mutual cancellation thereof, shall not work a \nmerger and shall, at the option of Landlord, terminate all or any existing \nsubleases or subtenants, or operate as an assignment to Landlord of any or \nall such subleases of subtenants.\n\n      27.  WAIVER.  The waiver of Landlord or Tenant of any breach of any \nterm, covenant or condition herein contained shall not be deemed to be a \nwaiver of such term, covenant or condition on any subsequent breach of the \nsame or any other term, covenant or condition herein contained.\n\n      28.  WASTE, QUIET CONDUCT AND ENJOYMENT.  Tenant shall not commit, or \nsuffer to be committed, any waste upon the Premises, or any nuisance, or \nother acts or things which may disturb, the quiet enjoyment of any occupants \nof neighboring properties. Landlord shall not unlawfully disturb the quiet \nenjoyment of Tenant.\n\n      29.  SIGN.  Tenant shall not place or permit to be placed any sign or \ndecoration on the land or the exterior of the building, including the roof, \nwithout the prior written consent of Landlord.  Tenant, upon notification by \nLandlord shall immediately remove any sign or decoration that Tenant has \nplaced or permitted to be placed without the prior written consent of \nLandlord, and if Tenant fails to so remove such sign or decoration within \nfive (5) days after Landlord's request, Landlord may enter upon the Premises \nand remove said sign or decoration and Tenant agrees to pay to Landlord, as \nadditional rent, the cost of such removal.\n\n      30.  WAIVER OF SUBROGATION.  Landlord hereby releases Tenant and Tenant \nhereby releases Landlord and their respective officers, agents, employees and \nservants, from any and all claims and demands for damage, loss, expense or \ninjury to the Premises, or to the furnishings and fixtures and equipment or \ninventory or other property of either Landlord or Tenant in, about, or upon \nthe Premises, as the case may be, which is caused by or results from perils, \nevents or happenings which are the subject of insurance carried by the \nLandlord or Tenant and in force at the time of any such loss; provided, \nhowever, that such waiver shall be effective only to the extent permitted by \nthe insurance covering such loss and to the extent such insurance is not \nprejudiced thereby or the expense of such insurance is not thereby increased.\n\n                                       21\n\n\n     31.  OPTION TO RENEW.\n\n     A.   Provided that Tenant is not in default under the terms of this \nLease at the time of the option exercise, Tenant shall have two (2) \nconsecutive options to renew the term of this Lease, the first option being \nfor the term of one (1) additional year, and the second option being for the \nterm of three (3) additional years.  Each of said options shall be exercised \nonly by written notice delivered to Landlord at least ninety (90) days prior \nto the then effective expiration dates of the respective Lease terms.  In all \nrespects, the terms, covenants and conditions of this Lease shall remain \nunchanged during the option periods, except that the rental amount shall be \nadjusted at the commencement of the second option period in accordance with \nparagraph B below.\n\n     B.   For purposes of adjusting the rental amount during the second \noption period, the following shall apply:\n\n          (1)  \"INDEX\" shall mean the consumer price index for all urban \nconsumers for the San Francisco\/Oakland metropolitan areas as published by \nthe United States department of Labor, Bureau of Labor Statistics (1967 = 100 \nBase).\n\n          (2)  \"INITIAL INDEX\" shall mean the index most recently preceding \nthe commencement date of the Lease term hereof.\n\n          (3)  \"OPTION INDEX\" shall mean the index most recently preceding \nthe commencement of the second option period.\n\n     Commencing with the first day of the second option period of this lease, \nthe monthly installment shall be increased to the sum equal to the product \nobtained by multiplying the monthly installment paid during the initial term \nof the lease hereof by the quotient obtained by dividing the Index at the \ncommencement of the 1st month of the lease term hereof into the Option Index, \nprovided, however, that in no event shall the monthly installment paid during \nthe second option period be more than 118% of the monthly installment paid \nduring the initial term of the lease hereof, or less than the monthly \ninstallment paid during the initial term month of the lease hereof.\n\n     If, at the commencement of the Option Period, the Department of Labor is \nnot maintaining such Consumer Price Index tables, then the percentage of base \nso indicated by the \n\n\n                                      22\n\n\nUnited States government tables then most nearly corresponding thereto, shall \nbe used for computing the increase in the monthly installment. \n\n     32.  GENERAL.\n\n          A.   The paragraph headings used in this Lease are for the purposes \nof convenience only.  They shall not be construed to limit or extend the \nmeaning of any part of this Lease.\n\n          B.   The term Landlord as used in this Lease, so far as the \ncovenants or obligations on the part of Landlord are concerned, shall be \nlimited to mean and include only the owner at the time in question of the fee \ntitle of the Premises, and in the event of any transfers or transfers of the \ntitle of such fee, the Landlord herein named (and in case of any subsequent \ntransfers or conveyances, the then grantor) shall after the date of such \ntransfer or conveyance be automatically freed and relieved of all liability \nwith respect to performance of any covenants or obligations on the part of \nLandlord contained in this Lease, thereafter to be performed; provided, that \nany funds in the hands of Landlord or the then grantor at the time of such \ntransfer, in which Tenant has an interest, shall be turned over to the \ngrantee.  It being intended that the covenants and obligations contained in \nthis Lease on the part of Landlord shall, subject as aforesaid, be binding \nupon each Landlord, its heirs, personal representatives, successors and \nassigns only during its respective period of ownership.\n\n          C.   Any executed copy of this Agreement shall be deemed an \noriginal for all purposes.\n\n          D.   Time is of the essence for the performance of each term, \ncovenant and condition of this Lease.\n\n          E.   In case any one or more of the provisions contained herein, \nexcept for the payment of rent, shall for any reason be held to be invalid, \nillegal or unenforceable in any respect, such invalidity, illegality or \nunenforceability shall not effect any provision of this Lease, but this Lease \nshall be construed as if such invalid, illegal or unenforceable provision had \nnot been contained herein.  This Lease shall be construed and enforced in \naccordance with the laws of the State of California.\n\n         F.    Whenever the lessor's prior consent, approval or permission is \nreferred to herein as a condition or requirement, same shall not be \nunreasonably withheld.\n\n\n                                      23\n\n\n         G.    All references to attorney's fees, costs and expenses herein \nshall be deemed to be reasonable attorney's fees, costs and expenses.\n\n         H.    Landlord's liability under the terms of this Lease insofar as \nsuch liability relates to the obligation of Landlord to perform under the \nterms and conditions herein contained shall be limited to the net worth of \nthe partnership so long as such net worth is equal to or better than that \nwhich exists at the present time, and shall not extend to the personal assets \nof the individuals hereunder.\n\n         I.    The undersigned parties hereby warrant that they have proper \nauthority and are empowered to execute this lease on behalf of the Landlord \nand Tenant respectively.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement on the \ndates set forth below.\n\n                                       LANDLORD\n                                       \n                                       DEVCON INVESTMENT COMPANY\n                                       a Limited Partnership\n                                       \n                                       \/s\/ Authorized Signatory \n                                       --------------------------------------\n                                       \n                                       By:  \/s\/ Authorized Signatory\n                                       --------------------------------------\n\n                                       --------------------------------------\n                                       General Partners\n                                       \n                                       TENANT\n                                       \n                                       FMC CORPORATION\n                                       a Delaware Corporation\n                                       \n                                       By:  \/s\/ Authorized Signatory \n                                       --------------------------------------\n\n\n\n                                    [MAP]\n\n\n\n                                    [MAP]\n\n\n\n                                      24\n\n\n\n                                 EXHIBIT D\n\n                     SUPPLEMENTAL TERMS &amp; CONDITIONS TO\n\n             LEASE AGREEMENT BETWEEN DEVCON INVESTMENT COMPANY\n\n                            AND FMC CORPORATION\n\n                      LEASE DATED 23 DAY OF MAY, 1979\n\nThe following Terms and Conditions are incorporated into subject Lease and \nmade a part thereof, and in the event of inconsistency, shall prevail \nthereover:\n\n1.  Notwithstanding any provisions of the Lease, the Tenant shall have \n    approval authority over issuance of or changes to the reasonable rules \n    and regulations applicable to common areas, which approval shall not be \n    unreasonably withheld by the Tenant.\n\n2.  The parties to this Lease recognize and agree that there shall not be any \n    common areas within the leased Premises.\n\n3.  POSSESSION\n\n     A.  If the Landlord, for any reason whatsoever, cannot deliver \n     possession of the Premises to the Tenant on or before September 1, 1979, \n     this Lease shall not be void or voidable except at the sole option of \n     the Tenant, nor shall the Landlord be liable to the Tenant for any loss \n     or damages resulting therefrom; but in that event, the commencement and \n     termination dates of the Lease and all other dates effected thereby \n     shall be extended to conform to the date of the Landlord's delivery of \n     possession. \n\n     B.  Notwithstanding the above and without any acceleration of the term \n     of the Lease, the Landlord agrees that the Tenant shall have the right \n     to possession of the leased Premises earlier than August 1, 1979 in the \n     event the Landlord improvements as provided in Exhibit B and C to this \n     Lease are completed prior to that date.  Such early possession, \n     occupancy and use of the premises shall be subject to payment of an \n     additional charge of one day's rent for each day of early occupancy as \n     an incentive and bonus for early completion. \n\n     C.  Notwithstanding the provision of the Lease entitled \"Time for \n     Construction\", the parties agree that in the event possession of the \n     leased Premises is not delivered to Tenant on or before August 1, 1979, \n     the Tenant shall be granted one day's rent-free use of leased Premises \n     for each day of delay in gaining possession after August 1, 1979 up to a \n     maximum of 30 days.  This \n\n\n\n     rent-free use, prorated over a thirty-day month, shall be credited \n     against the first month's rental charge.\n\n4.   CREDIT AGAINST FIRST MONTH'S RENTAL CHARGES\n\n     The parties to this Lease recognize and agree that the $5,000 deposit given\n     at the time of execution of the intent to Lease letter of May 11, 1979 and\n     the deposit of $18,091 made by Tenant with the execution of this Lease\n     shall be credited against the first month's rental charge.\n\n5.   TAXES\n\n     A.  Notwithstanding the provisions of paragraph 10, if any general or\n     special assessment is levied and assessed against the Premises, Landlord\n     can elect to either pay the assessment in full or allow the assessment to\n     go to bond.  If Landlord pays the assessment in full, Tenant shall pay to\n     Landlord each time a payment of real property taxes is made a sum equal to\n     that which would have been payable (as both principal and interest) had\n     Landlord allowed the assessment to go to bond. \n\n     B.  Tenant's liability to pay real property taxes shall be prorated on the\n     basis of a 365-day year to account for any fractional portion of a fiscal\n     tax year included in the term of its commencement and expiration. \n\n     C.  Landlord shall use its best efforts to cause the Premises to be\n     separately assessed from other real property owned by Landlord.  If\n     Landlord is unable to obtain a separate assessment, the assessor's\n     valuation placed on the building and other improvements that are a part of\n     the Premises shall be used in determining the real property taxes.  If this\n     valuation is not available, the parties shall equitably allocate the real\n     property taxes between the building and other improvements that are a part\n     of the Premises and all buildings and other improvements included in the\n     tax bill.  In making the allocation, the parties shall reasonably evaluate\n     the factors that determine the amount of real property taxes so that the\n     allocation to the building and other improvements that are a part of the\n     Premises will not be less than the ratio that the total number of square\n     feet of the building and other improvements that are a part of the Premises\n     bears to the total number of square feet in all buildings and other\n     improvements included in the tax bill.  \n\n          Real property taxes attributable to land relating to the Premises \n     shall be determined on the basis of the separate tax bill reflecting the \n     value of the land upon which the subject premises shall have been \n     constructed.\n\n\n                                      26\n\n\n6.   INSURANCE\n\n     Tenant's liability to pay any insurance provided for within the Lease shall\n     be prorated on the basis of a 365-day year to account for any fractional\n     portion of a fiscal insurance billing year included in the term at its\n     commencement and expiration.\n\n\n                                      27\n\n\n\nMay 23, 1979\n\nAgreement between FMC Corporation and Devcon Investment Company relative to \nexcess parking\n\nRelating to that certain Lease between FMC Corporation and Devcon Investment \nCompany such Lease dated May 23, 1979 pertaining to the premises located on \nthe southeast corner of Brokaw Road and Bering Drive in the City of San Jose, \nit is hereby agreed between Devcon Investment Company and FMC Corporation \nthat Devcon Investment Company shall allow FMC Corporation the rent-free use \nof approximately one acre of land for purposes of accommodating an additional \n120 cars, and such rent-free use shall extend for a period coterminous with \nthe basic lease term described in the subject Lease (i.e., two calendar \nyears).  The consideration for Devcon's allowing FMC to use the subject land \nshall be the commitment from FMC Corporation to spend an amount not to exceed \n$70,000 for purposes of preparing the subject site for parking according to \nthe plans and specifications developed and designed by Devcon Investment \nCompany.  FMC Corporation shall not be responsible for any costs in excess of \n$70,000, and shall be responsible for only the actual costs up to such level.\n\nAt the end of the initial term of two years, FMC Corporation shall release \nDevcon from any further obligations relating to the subject parking are and \nshall have no further interest in the property.  At the expiration of the \nsubject two-year period, it is the express intent of Devcon Investment \nCompany to construct an industrial building on the subject parking site in \nwhich in the absence of further agreements with FMC Corporation, FMC \nCorporation shall have no interest.\n\nIn the event that FMC Corporation chooses to have constructed on the subject \nparking site, the improvements related to paving, curbs and gutters, etc., it \nshall inform Devcon of its desire, and Devcon shall prepare a set of working \ndrawings showing the subject improvements.  Upon the approval of FMC \nCorporation Devcon shall estimate the cost of such improvements whereupon FMC \nCorporation shall deposit with Devcon Investment Company the entire sum of \nthe estimated cost of such improvements.  In the event that the estimate \nexceeds the actual cost, the difference shall be rebated to FMC Corporation \nimmediately upon the completion of the subject improvements.\n\nDEVCON INVESTMENT COMPANY                    FMC CORPORATION\n\nBy  \/s\/ Authorized Signatory                 By  \/s\/ Authorized Signatory\n  -------------------------------               ------------------------------\n        General Partner\n\n\nBy  \/s\/ Authorized Signatory\n  -------------------------------\n        General Partner\n\n\nBy\n  -------------------------------\n        General Partner\n\n\n\nMay 23, 1979\n\nLetter of Agreement relating to option to lease and a right of first refusal\n\nIt is hereby agreed between tenant and landlord under that certain lease \ndated May 23, 1979 between FMC Corporation as Tenant and Devcon Investment \nCompany as Landlord such lease pertaining to the premises located on the \nsoutheast corner of Brokaw Road and Bering Drive in the City of San Jose, \nthat Tenant shall be granted an option to lease and a right of first refusal \nto lease the adjacent building consisting of approximately 48,694 sq. ft. \nlocated on the parcel of land which is shown as outlined in red on the \nattached exhibit. FMC shall have the option to lease said premises from \nDevcon for a period of thirty (30) days from the execution of the lease as \nnoted above and a right of first refusal to lease said premises for a period \nof fifteen (15) days subsequent to the expiration of the option period.\n\nThe option or the right of first refusal shall be exercised on the basis of \nthe same terms and conditions as the lease noted above insofar as such terms \nand conditions are reasonably applicable except that the monthly rental shall \nbe based upon .475 per sq. ft. per month modified net, multiplied by the \nnumber of square feet within such building (48,694).\n\nIn the event that Devcon Investment Company gets an offer from a third party \nrelative to leasing the subject premises, within the right of first refusal \nperiod, FMC shall have five (5) days in which time to commit itself to \nleasing the subject premises on the terms previously specified.  In the event \nthat FMC either declines to lease the subject premises within the time period \nor does not respond to the information from Devcon Investment Company within \nthe specified time, then Devcon Investment Company shall be free to dispose \nof the subject premises in any manner that it sees fit  without any further \nliability to FMC Corporation.\n\nDEVCON INVESTMENT COMPANY                    FMC CORPORATION\n\nBy  \/s\/ Authorized Signatory                 By  \/s\/ Authorized Signatory\n  -------------------------------               ------------------------------\n        General Partner\n\n\nBy  \/s\/ Authorized Signatory\n  -------------------------------\n        General Partner\n\n\nBy\n  -------------------------------\n        General Partner\n\n\n                                     [MAP]\n\n\n\n                               AMENDMENT TO LEASE\n\n     THIS AMENDMENT NO. 1 TO LEASE is made and entered into this 25th day of \nNovember, 1985 by and between SANTA CLARA PROPERTY ASSOCIATES, a California \ngeneral partnership, as successor to the original Lessor, DEVCON INVESTMENT \nCOMPANY, a California limited partnership, as Lessor, and FMC CORPORATION, a \nDelaware corporation, a Lessee.\n\n                                   RECITALS\n\n      A.   WHEREAS, by Lease dated May 23, 1979, Lessor leased to Lessee \napproximately 48,666 plus square feet of that certain building \nlocated at 150 Brokaw Road, San Jose, California, the details of which are\nmore particularly set forth in said Lease Agreement, and, \n                                          \n      B.  WHEREAS, said May 23, 1979 Lease Agreement, terminates August 31, \n1985 and\n                                     \n      C.  WHEREAS, it is now the desire of the parties hereto to amend said \nLease Agreement as hereinafter set forth.\n                                      \n                                  AGREEMENT\n                                       \n     NOW THEREFORE, for valuable consideration, receipt of which is hereby \nacknowledged, and in consideration of the hereinafter mutual promises, the \nparties hereto do agree as follows: \n\n         l.  INCREASED TERM: \n\n         EFFECTIVE November 1, 1985, the term of Lease shall be extended for \nan additional 15 month period commencing November 1, 1985 and terminating \nJanuary 31, 1987, upon the same term and conditions as said May 23, 1979 \nLease Agreement, except for the Basic Monthly Rental which shall be adjusted \nas set forth in Paragraph 2 below. \n\n         2.  RENTAL: \n         \n         On November 1, 1985, the sum of $9,538.54 shall be due as Basic \nMonthly Rental.  On December 1, 1985, the sum of $51,099 shall be due, and a \nlike sum on the first day of each month thereafter for the next twelve months \nof the Lease.  On December 1, 1986, the sum of $53,533 shall be due, and a \nlike sum due on the first day of each month thereafter for the remaining term \nof the Lease, as extended by the Amendment No. 1 to Lease, or until the \nentire additional aggregate rental of $729,793 has been paid. \n\n\n\n         OPTION TO RENEW\n\n         A.   Provided that Tenant is not in default under the terms of this \nLease at the time of the option exercise, Tenant shall have two (2) \nconsecutive options to renew the term of the Lease, the first option being \nfor the term of one (1) additional year, and the second option being for the \nterm of one (1) additional year.  Each of said options shall be exercised \nonly by written notice delivered to Landlord at least ninety (90) days prior \nto the then effective expiration dates of the respective Lease terms.  In all \nrespects, the terms, covenants and conditions of this Lease shall remain \nunchanged during the option periods; except that the rental amount shall be \nadjusted at the commencement of the second option period in accordance with \nparagraph B below.\n\n         B.   For purposes of adjusting the rental amount during each option \nperiods, the following shall apply: \n\n              (1) \"Index\" shall mean the consumer price index for all urban \nconsumers for the San Francisco\/Oakland metropolitan areas as published by \nthe United States department of Labor, Bureau of Labor Statistics (1967 = 100 \nBase).\n\n              (2) \"Initial Index\" shall mean the index most recently \npreceding the commencement date of the Lease term, as amended, hereof. \n\n              (3) \"Option Index\" shall mean the index most recently preceding \nthe commencement of each option period. \n\n              Commencing with the first day of each option period of this \nlease, the monthly installment shall be increased to the sum equal to the \nproduct obtained by multiplying the current monthly installment by the \nquotient obtained by dividing the Index at the commencement of the 1st month \nof the lease term hereof into the option Index, provided, however, that in no \nevent shall the monthly installment paid during each option period be more \nthan 108% or less than 105% of the monthly installment paid prior to \nexercising the option.\n\n              EXCEPT AS MODIFIED HEREIN, all other terms, covenants and \nconditions of said Lease Agreement shall remain in full force and effect for \nthe full remaining term thereof. \n\n              If, at the commencement of the option period, the Department of \nLabor is not maintaining such Consumer Price Index tables, then the \npercentage of base so indicated by the \n\n\n                                      31\n\n\nUnited States government table then most nearly corresponding thereto, shall \nbe used for computing the increase in the monthly installment. \n\n     IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment No. 1 \nas of the day and year first hereinabove set forth. \n\nLESSOR                                                 LESSEE\n\nSANTA CLARA PROPERTY ASSOCIATES        FMC CORPORATION \na California General Partnership       a Delaware corporation\n\nBy:                                    By:\n\n    \/s\/ RICHARD B. HOWARD                  \/s\/ AUTHORIZED SIGNATORY\n    ------------------------------         -----------------------------\n    Richard B. Howard\n    Vice President\n     \n\n     \/s\/ JERRY L. DAVIDSON                 12\/11\/85\n    ------------------------------         \n     Jerry L. Davidson\n     Vice President\n\n\n                                      32\n\n\n                               AMENDMENT TO LEASE\n                                       \n\nThis is Amendment to Lease, entered into this 9th day of February, 1987, by \nand between SANTA CLARA PROPERTY ASSOCIATES, a California General \nPartnership, hereinafter referred to as the \"Landlord\" as Successor to the \noriginal Landlord, DEVCON INVESTMENT COMPANY as Landlord, and FMC \nCORPORATION, a Delaware Corporation, hereinafter referred to as the Tenant.\n\n                                   RECITALS\n\nA.   Whereas by Lease dated May 23, 1979, and the Amendment to Lease dated\n     November 25, 1985, Landlord has leased to Tenant approximately\n     48,666 plus square feet of that certain building located at\n     150 Brokaw Road, San Jose, California hereinafter referred to as\n     the Premises\".  The details of which are more particularly set forth\n     in said Lease agreement, and Amendment to Lease, and\n\nB.   Whereas Landlord and Tenant acknowledge that along with this Amendment \n     to Lease the parties are simultaneously executing three (3) additional \n     Amendments to Lease for the Premises known as: 1800 Bering Drive, San \n     Jose, California, 1830 Bering Drive, San Jose, California, 215 Devcon \n     Drive, San Jose, California, and, \n\nC.   Whereas it is now the desire of the parties hereto to amend said Lease \n     agreement and Amendment to Lease as hereinafter set forth. \n\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, in consideration of the foregoing and the mutual \ncovenants, provisions and conditions hereinafter set forth, the parties \nhereto agree that this Amendment to Lease supersedes the aforementioned \nLease and as such all of the terms and conditions of the Lease shall \nremain in full force and effect excepting for the items contained \nherein.  The changes are as follows:\n\n1.   TERM:  Paragraph 1, page 1 of the Amendment to Lease dated November 25, \n     1985 is hereby amended to read as follows:  The term of this Lease shall \n     be for a period of ten (10) years commencing January 1, 1987, and \n     terminating on December 31, 1996, upon the same terms and conditions as \n     said November 25, 1985 Amendment to Lease and May 23, 1979 Lease \n     agreement, except for the terms modified by this Amendment to Lease. \n\n2.   Paragraph 2, page 1 of the Amendment to Lease dated November 25, 1985 is\n     hereby amended to read as follows:  The monthly net rental shall be as \n     follows: \n     \n\n                        150 BROKAW - 48,666 SQUARE FEET\n\n PERIOD                                     MONTHLY         ANNUALLY\n                                        \n January 1, 1987 - December 31, 1987    =   $26,766.30      $321,195.60\n January 1, 1988 - December 31, 1988    =   $26,766.30      $321,195.60\n January 1, 1989 - December 31, 1989    =   $26,766.30      $321,195.60\n January 1, 1990 - December 31, 1990    =   $26,766.30      $321,195.60\n January 1, 1991 - December 31, 1991    =   $26,766.30      $321,195.60\n January 1, 1992 - December 31, 1992    =   $31,632.90      $379,594.80\n January 1, 1993 - December 31, 1993    =   $31,632.90      $379,594.80\n January 1, 1994 - December 31, 1994    =   $36,499.50      $437,994.00\n January 1, 1995 - December 31, 1995    =   $41,366.10      $496,393.20\n January 1, 1996 - December 31, 1996    =   $41,366.10      $496,393.20\n\n TOTAL RENT DUE                                             $3,795,948.00\n\n\n\n\nThe above rental shall be paid as stipulated until the total aggregate amount \nof $3,795,948.00 has been paid.\n\n3.   Paragraph 2B, pages 1 and 2 is deleted in entirety and the \n     following is added:  IMPROVEMENT ALLOWANCE:  Landlord and Tenant \n     acknowledge the parties are simultaneously executing four Amendments to \n     Lease for the following properties: 1800 Bering Drive, 1830 Bering \n     Drive, 215 Devcon Drive, 150 Brokaw Road and as such Landlord agrees to \n     reimburse Tenant an average of $225,000 per property but in no event \n     shall Landlord's reimbursement to Tenant exceed $425,000 for any one \n     property up to a total aggregate mount of $900,000 for all four \n     properties for purposes of Tenant remodeling the existing properties to \n     suit Tenant's requirements subject to the following provisions:  A \n     minimum aggregate amount of $660,000 must be used for improvements \n     specifically related to the four buildings.  The balance of the \n     allowance (aggregate) may be used for expenses that may not be directly \n     related to improvements; those expenses may include (but would not be \n     limited to) new phone equipment, local-area-networking (for computers), \n     space planning or architectural fees, movable partitioning, furniture, \n     etc. \n\n     Said total aggregate reimbursement allowance of $900,000 for all four\n     properties will be paid to Tenant monthly as expenses are incurred.\n     Reimbursement to Tenant will be made within thirty (30) days of Landlord's\n     receipt of the invoice.  The cumulative reimbursement requests will not\n     exceed the following schedule: \n \n                                             Cumulative\n         Invoices                           Reimbursement\n     Submitted Through                        Requests\n     -----------------                      -------------\n     January  31, 1987                       $150,000\n     February 28, 1987                       $300,000\n     March 31, 1987                          $450,000\n     April 30, 1987                          $450,000\n     May 31, 1987                            $600,000\n     June 30, 1987                           $750,000\n     July 31, 1987                           $900,000\n\n\n     Landlord and Tenant further acknowledge that Tenant will be solely\n     responsible for improvements to the Premises under this provision and that\n     any and all costs above said $900,000 shall be paid by Tenant; however,\n     nothing contained herein shall relieve Landlord of its responsibility for\n     alterations, maintenance and repairs in accordance with Paragraph 15 of\n     Lease.\n\n4.   SEISMIC IMPROVEMENTS:  Landlord hereby agrees to perform seismic \n     modifications to the Premises in accordance with Landlord's seismic \n     consultant's recommendations up to a maximum of $50,000. Landlord will \n     be solely responsible for any and all costs associated with said \n     modifications including the restoration of the Premises to its condition \n     prior to the seismic modifications. Landlord agrees to schedule said \n     seismic modifications in a manner that will minimize the disruption of \n     Tenants' use of the Premises.\n\n5.   Paragraph 4, page 3 is amended to include the following:\n\n     COMPLIANCE, HAZARDOUS AND TOXIC MATERIALS.\n\n          (i)  Tenant shall not use the Premises or suffer or permit anything \n          to be done in or about the Premises which will in any way conflict \n          with any law, rule regulation or requirement of duly constituted \n          public authorities now in force or which may hereafter be in force, \n          or the requirements of the Board of Fire Underwriters or other \n          similar body now or hereafter constituted relating to or affecting \n          the condition, use or occupancy of the Premises.  Tenant shall not \n          commit any public or private nuisance or any other act or thing \n          which might or would disturb the quiet enjoyment of any other \n          tenant of Landlord or any occupant of nearby property.  \n\n\n                                      34\n\n\n          Tenant shall place no loads upon the floors, walls or ceilings in \n          excess of the maximum designed load determined by Landlord or which \n          endanger the structure; nor place any harmful liquids in the \n          drainage systems; nor dump or store waste materials or refuse or \n          allow such to remain outside the building proper, except in the \n          enclosed trash areas provided. Tenant shall not store or permit to \n          be stored or otherwise place any other material of any nature \n          whatsoever outside the building,\n\n          (ii)  In particular, Tenant, at its sole cost, shall comply with \n          all laws relating to the storage, use and disposal of hazardous, \n          toxic or radioactive matter, including those materials identified \n          in Sections 66680 through 66685 of Title 22 of the California \n          Administrative Code, Division 4, Chapter 30 (\"Title 22\") as they \n          may be amended from time to time (collectively \"Toxic Materials\").  \n          Tenant shall be solely responsible for and shall defend, indemnify \n          and hold Landlord and its Agents harmless from and against all \n          claims, costs and liabilities, including attorneys' fees and costs, \n          arising out of or in connection with its storage, use and disposal \n          of Toxic Materials.  Tenant shall further be solely responsible for \n          and shall defend, indemnify and hold Landlord and its Agents \n          harmless from and against any and all claims, costs, and \n          liabilities, including attorneys' fees and costs, arising out of or \n          in connection with the removal, clean-up and restoration work and \n          materials necessary to return the Premises and any other property \n          of whatever nature to their condition existing prior to the \n          appearance of the Toxic Materials on the Premises. Tenant's \n          obligations hereunder shall survive the termination of this Lease.\n\n6.   HOLDING OVER:  Paragraph 20, page 23, is amended to increase the \n     holdover rate as follows:  The holdover rate shall be increased to one \n     hundred fifty percent (150%) of the existing rent.\n\n7.   Paragraph 31, on pages 26 and 27 of the Lease agreement and paragraph \n     2A, pages 2 and 3 of the Amendment to Lease are deleted in entirety.\n\n8.   REAL ESTATE BROKERS:  The parties acknowledge that Grubb &amp; Ellis \n     Commercial Brokerage and LaSalle Partners are the only brokers involved \n     in connection with this transaction and that Landlord shall pay a \n     commission to Brokers in accordance with its separate agreement with \n     Grubb &amp; Ellis Commercial Brokerage. Said Commission shall be split on a \n     (50\/50) basis between Grubb &amp; Ellis and LaSalle Partners.\n\n9.   RENTAL CREDIT:  The parties acknowledge that Tenant has paid monies in \n     excess of rental due in 1987 under Paragraph 2 above, and upon full \n     execution of said Amendment to Lease, Landlord shall apply the credit \n     balance to Tenant's future rent payments.\n\n10.  SUBORDINATION:  Paragraph 18A, page 18 is amended as follows:  The end \n     of the paragraph will conclude with the following sentence, \"So long as \n     Tenant is not in default of the Lease, this Lease shall not be \n     terminated or modified because of any mortgage or sale of the Premises.\"\n\n11.  DAMAGE AND DESTRUCTION:  Paragraph 16A(3), page 15 is amended as \n     follows: Notwithstanding the provisions of paragraphs (1) and (2) above \n     and Paragraph 16B below, Tenant may, by giving Landlord sixty (60) days \n     prior written notice, terminate the Lease if the improvements cannot be \n     replaced or restored within one hundred fifty (150) days after the date \n     of damage.\n\n12.  PREMISES LEASED STRICTLY ON AS IS\" BASIS:  The following paragraph is\n     added to the Lease:  It is agreed that the entire 48,666 plus or minus \n     square foot building leased hereunder is leased strictly on an \"as is\" \n     basis, and in its present condition and configuration, without \n     representation or warranty, express or implied, by Landlord as to the \n     condition or repair of the Premises, nor as to the use or occupancy \n     which may be made of the Premises.  Landlord shall not be required to\n     make, nor be responsible for any cost in connection with, any repair,\n     restoration and\/or improvement to the Premises in order for Tenant to \n     take occupancy of the Premises hereunder or for this Lease to commence,\n     except as specifically provided in this Amendment to Lease.\n\n                                      35\n\n\n13.  Paragraph 19B(5), page 23, line 8, is amended as follows:  \"said fifteen \n     (15) day period and diligently prosecutes the cure\".\n\n14.  Paragraph 10I, page 9 is added to Lease as follows:  Notwithstanding the \n     provisions of Paragraph A-H above, if any general or special assessment \n     is levied and assessed against the Premises, Landlord can elect to \n     either pay the assessment in full or allow the assessment to go to bond. \n     If Landlord pays the assessment in full, Tenant shall pay to landlord \n     each time a payment of real property taxes is made a sum equal to that \n     which would have been payable (as both principal and interest) had \n     Landlord allowed the assessment to go to bond.\n\n15.  Paragraph 10J, page 9 is added to Lease as follows:  Tenant's liability \n     to pay real property taxes shall be prorated on the basis of a 365-day \n     year to account for any fractional portion of a fiscal tax year included \n     in the term of its commencement and expiration.\n\n16.  INSURANCE:  Paragraph 11B(2), page 10, is amended to increase the \n     insurance coverage limitations as follows:  comprehensive public \n     liability insurance shall be increased to limits of TWO MILLION FIVE \n     HUNDRED THOUSAND AND NO\/100 DOLLARS ($2,500,000.00) for bodily injury or \n     death and for property damage as a result of any one occurrence.\n\n17.  Notwithstanding Paragraph 16 (Insurance) above, Paragraph 11B(2), 10 of \n     Lease is amended by deleting the balance of the paragraph beginning with \n     the last word in line 6.\n\n18.  Paragraph 11C, page 10, line 5 is amended to read \"by the Premises as \n     additional insureds and all payments shall be made\".\n\n19.  Paragraph 11D, pages 10 and 11, is amended to read as follows:  All \n     policies including policies of self insurance provided for in this \n     Article 11 which are to be acquired by Tenant, shall be in such form and \n     with such companies authorized to write insurance in the state in which \n     the Premises are located as may be approved by Landlord, which approval \n     Landlord agrees not to unreasonably withhold.  Certificates of insurance \n     evidencing the policy(ies) provided for herein, shall be delivered to \n     Landlord and shall certify that the policy may not be cancelled or \n     materially altered without thirty (30) days prior written notice to \n     Landlord.\n\n20.  Paragraph 12, page 11, lines 1 and 2 are amended as follows:  \"Tenant \n     agrees to indemnify and hold Landlord harmless except for Landlord's \n     active negligence.\"  \n\n21.  Paragraph 19A(3), pages 19 and 20, lines 5 through 7 is amended to read \n     as follows:  estate shall terminate, and within thirty (30) days after \n     notice of termination, Tenant shall surrender and vacate the Premises in \n     the condition required under Paragraph 15, and Landlord may reenter and \n     take possession of\".\n\n22.  Paragraph 26, on page 25 is deleted in entirety.\n\nLANDLORD:                              TENANT:\nSANTA CLARA PROPERTY ASSOCIATES        FMC CORPORATION\nA CALIFORNIA GENERAL PARTNERSHIP       A DELAWARE CORPORATION\n\nBy:  California State Teachers         By:  \/s\/ A. M. QUILICI\n     ----------------------------           -----------------------------------\n     Retirement System, a Partner               A. M. Quilici\n\n                                       Title:  VICE PRES &amp; GEN MGR - ORD DIV\n                                               --------------------------------\n\n     \/s\/ AUTHORIZED SIGNATORY          Date:  9 FEB. 1987\n     ----------------------------             ---------------------------------\n\n     Date:  2\/17\/87                    By:\n            ---------------------          ------------------------------------\n\n                                      36\n\n\nBy:  Silicon Valley Portfolio Partners,      Title: \n     Ltd., a California Limited                     ------------------------\n     Partnership, a Partner                  Date: \n                                                   ------------------------\n\n     By:  Grubb &amp; Ellis Investor\n          Associates II, a California \n          Limited Partnership, its\n          General Partner\n\n     \/s\/ AUTHORIZED SIGNATORY      \n     --------------------------------\n     Date:  FEBRUARY 13, 1987      \n            -----------------------\n\n\n                                      37\n\n\n                            THIRD AMENDMENT TO LEASE\n\n\n     THIS THIRD AMENDMENT TO LEASE is dated for reference purposes only as \nSeptember 6, 1996, and is part of that Lease dated May 23, 1979 together with \nAmendment No. 1 dated November 25, 1985, and Amendment To Lease dated \nFebruary 9, 1987 thereto (collectively, the \"Lease\") by and between \nCalifornia State Teachers' Retirement System, a retirement system created \npursuant to the laws of the State of California (\"Landlord\"), \nSuccessor-In-Interest to Santa Clara Property Associates and United Defense, \nL.P., a limited partnership managed by FMC Corporation, a Delaware \ncorporation (\"Tenant\"), and is made with reference to the following fact:\n\n     A.  The Premises currently leased by Tenant pursuant to the Lease \nconsists of 48,666 rentable square feet commonly known as 150 Brokaw Road, \nCity of San Jose, California.\n\n     B.  The Lease Term for said Premises currently expires on December 31, \n1996.\n\n     C.  Tenant and Landlord have agreed to extend the Term of the Lease.\n\n     NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease Terms \nare amended as follows:\n\n          1.  LEASE TERM:  Paragraph 3 is hereby amended to provide that the \nLease Term shall be extended through and including December 31, 1998.\n\n          2.  RENT:  Commencing January 1, 1997, Paragraph 5 is hereby \namended to provide for the Basic Rent as follows:\n\n     January 1, 1997 through and including December 31, 1998:  $51,099.30 per \nmonth\n                                          \n          3.  RETAINED REAL ESTATE BROKERS:  Tenant warrants that it has not \nhad any dealings with any real estate brokers or salesmen or incurred any \nobligations for the payment of real estate brokerage commissions or finder's \nfees which would be earned or due and payable by reason of the execution of \nthis Lease Amendment.  Tenant will defend (with counsel reasonably acceptable \nto Landlord) and indemnify Landlord against any claims or awards of brokerage \nfees or commissions or finder's fees which are made against or incurred by \nLandlord on account of any breach of the foregoing warranty.\n\n          4.  NOTICES:  Paragraph 21 is hereby amended to provide that \nnotices to Landlord shall be made to:\n\n          AMB Institutional Realty Advisors\n          505 Montgomery Street\n          5th Floor\n          San Francisco, Ca  94111\n\n          5.  CONDITION OF PREMISES:  It is agreed that the entire 48,666 \nsquare foot Building leased hereunder is leased strictly on an \"as is\" basis, \nand in its present condition and configuration, without representation or \nwarranty, express or implied, by Landlord as to the condition or repair of \nthe Premises, nor as to the use or occupancy which may be made of the \nPremises.  Landlord shall not be required to make, nor be responsible for any \ncost in connection with, any repair, restoration and\/or improvement to the \nPremises in order for Tenant to take occupancy of the Premises hereunder or \nfor this Lease Term to commence.\n\n          6.  Except as expressly set forth in this Amendment, all terms and \nconditions of the Lease remain in full force and effect.\n\n     IN WITNESS WHEREOF, Landlord and Tenant have executed this Third \nAmendment to be effective as of the date first set forth above.\n\nLANDLORD:                              TENANT:\nCALIFORNIA STATE TEACHERS'             UNITED DEFENSE, L.P.,\n\n\n\nRETIREMENT SYSTEM,                     a limited partnership\na retirement system created pursuant   managed by FMC Corporation,\nto the laws of the State of            a Delaware corporation\nCalifornia              \n\nBy:  AMB Institutional Realty          By:  \/s\/ AUTHORIZED SIGNATORY\n       Advisors, Inc.,                      --------------------------\n     a California corporation,                  [Please provide Name] \n     as Investment Manager                  \n     \n                                       Title:  VICE PRESIDENT &amp; GENERAL MANAGER\n                                              ---------------------------------\n                                               [Please provide Title]\nBy:  \/s\/ JOHN L. ROSSI \n     -------------------------------     \n     John L. Rossi, Vice President     Date:  SEPTEMBER 16, 1996\n                                              ---------------------------------\n\nDate:  9\/30\/96\n     -------------------------------\n\n\n                                      39\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7558,9167],"corporate_contracts_industries":[9451,9477],"corporate_contracts_types":[9583,9579],"class_list":["post-41695","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fmc-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41695","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41695"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41695"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41695"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41695"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}