{"id":41722,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/350-ellis-street-mountain-view-ca-sublease-agreement-veritas.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"350-ellis-street-mountain-view-ca-sublease-agreement-veritas","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/350-ellis-street-mountain-view-ca-sublease-agreement-veritas.html","title":{"rendered":"350 Ellis Street (Mountain View, CA) Sublease Agreement &#8211; VERITAS Software Corp. and Fairchild Semiconductor Corp."},"content":{"rendered":"<pre>                               SUBLEASE AGREEMENT\n\n     THIS SUBLEASE AGREEMENT (\"Sublease\"), dated for reference purposes as of\nApril 23, 1999, is made by and between VERITAS SOFTWARE CORPORATION, a Delaware\ncorporation (\"Sublandlord\"), and FAIRCHILD SEMICONDUCTOR CORPORATION OF\nCALIFORNIA, a Delaware corporation (\"Subtenant\").\n\n                                R E C I T A L S\n\n     WHEREAS, Subtenant has agreed to sell fee title of certain real property\nconsisting of approximately 19.61 acres located at 350 Ellis Street in the City\nof Mountain View, County of Santa Clara, State of California (the \"Land\")\ntogether with certain improvements thereon consisting of an approximately one\nhundred nineteen thousand (119,000) square foot building (and certain leasehold\nimprovements situated therein) the \"Main Building\") and that certain\nmachine\/equipment area located adjacent to the Main Building (the \"Equipment\nArea\") in the approximate location shown on the site plan attached hereto as\nExhibit \"A\" (the Main Building and the Equipment Area (but not the Subtenant\nImprovements described in Section 2(a) of this Sublease) are collectively\nreferred to herein as the \"Premises\" and the Land and the Premises are\ncollectively referred to as the \"Property\") to Sublandlord pursuant to that\ncertain Agreement of Purchase and Sale dated as of March 22, 1999 by and between\nSubtenant and Lessor (the \"Purchase Agreement\").\n\n     WHEREAS, Sublandlord has agreed to (i) assign all of its rights and\nbenefits (but none of its liabilities or obligations as further set forth in\nSection 11.1 of the Purchase Agreement) pursuant to the Purchase Agreement to VS\nTrust 1999-1, a ___________ (\"Lessor\"), and, (ii) upon Lessor's purchase of the\nProperty, lease the Property from Lessor.\n\n     WHEREAS, Lessor, Sublandlord and Subtenant have agreed that certain\nleasehold improvements located in and about the Main Building and Equipment Area\nare to remain the property of the Subtenant (or Raytheon Company) following the\nclose of escrow under the Purchase Agreement, and not withstanding such sale\nshall be Subtenant's (or Raytheon Company's) sole and exclusive property under\nthis Sublease for the duration hereof and thereafter as indicated, consisting of\nthe Subtenant Improvements, as defined in Section 2(a) of this Sublease.\n\n     WHEREAS, Subtenant desires to sublease the Premises from Sublandlord on the\nterms and conditions set forth herein.\n\n     NOW, THEREFORE, in consideration of the foregoing and for all other\nconsideration, the receipt and sufficiency of which is hereby acknowledged by\nthe parties hereto, Sublandlord and Subtenant agree as follows:\n\n     1.   Re-Affirmation and Incorporation of Recitals.  Each of Sublandlord and\nSubtenant acknowledges and agrees that the Recitals set forth above (a) are true\nand correct in all\n\n\n\n\n   2\nrespects and (b) are hereby incorporated herein by this references as if said\nRecitals were set forth herein as representations and warranties of the\nSublandlord and Subtenant.\n\n     2.   Demise of Premises. Sublandlord hereby subleases to Subtenant and\nSubtenant hereby leases from Sublandlord the Premises and Subtenant Improvements\n(as defined herein).\n\n          (a)  Exclusive Use of Subtenant Improvements. Sublandlord and\nSubtenant hereby acknowledge and agree that the Premises include certain\nimprovements owned by Subtenant or Raytheon Company, which shall remain\nSubtenant's (or Raytheon Company's) sole and exclusive property during the term\nof this Sublease and which shall be removed (except for the items identified in\nsubparagraphs (viii), (x) and (xvi) below) by Subtenant upon the expiration or\nearlier termination of this Sublease in accordance with Section 32 of this\nSublease, and consisting of the following (the \"Subtenant Improvements\"),\nsituated on or under the Land in the areas designated as areas A through S,\ninclusive, on the site plan attached hereto as Exhibit \"B\": (i) storage tanks on\na concrete pad, (ii) process wastewater treatment plant with tanks within cement\nvault, (iii) electric boxes on concrete pad, (iii) incinerator on a concrete\npad, (iv) diesel tank and emergency electrical generator on concrete pad, (v)\nconcrete pads, (vi) concrete block chemical storage building, (vi) hazardous\nwaste tank in steel vault, (vii) two (2) metal buildings (it being understood\nand agreed that Subtenant shall have the right to relocate the northwestern most\nmetal building in one of the areas designated as \"I\" on the aforementioned site\nplan to a location within the dotted \"Excluded Area\" shown on Exhibit \"A\"\nattached hereto), (viii) groundwater treatment system, (ix) cooling towers on\nconcrete pad, (x) soil vapor extraction system (fenced area), (xi) metal sheds,\n(xii) refrigeration unit on concrete pad, (xiii) groundwater office trailer\n(portable), (xiv) metal covers over concrete pads, (xv) PH meters for process\nwastewater treatment plant, (xvi) electrical for soil vapor extraction system on\nconcrete pad, and (xvii) concrete block storage building. The parties hereto\nacknowledge that a hydrogen tank is situated on the Developable Land (as defined\nbelow) in the northwest corner of the Developable Land, which is also included\nas part of the Subtenant Improvements. During the term of this Sublease,\nSubtenant shall have access over the Developable Land to use, maintain and\nrepair, if necessary, the Subtenant's hydrogen tank and related piping. In\naddition, Sublandlord's leasehold estate includes the rights of Lessor to that\ncertain Air Products pipeline containing gaseous nitrogen exists on or under the\nDevelopable Land and during the term of this Sublease, Subtenant shall have the\nexclusive right to use such pipeline and shall have access over the Developable\nLand to use, maintain and repair, if necessary, the Air Products pipeline and\nrelated piping. All of the foregoing rights of Subtenant shall be exercised at\nSubtenant's sole cost and expense, and Subtenant shall indemnify, defend (with\ncounsel acceptable to Sublandlord) and hold Sublandlord and Sublandlord's Agents\nand the Lenders and Lenders' Agents harmless from and against any and all\nclaims, damages, losses, causes of action, judgments, obligations and\nliabilities, and all reasonable expenses incurred in investigating or resisting\nthe same (including, without limitation, reasonable attorneys fees and costs),\non account of or arising out of the Subtenant's use, ownership, maintenance,\nrepair, alteration or removal of any of the Subtenant Improvements (except for\nthe items identified in subparagraphs (viii), (x) and (xvi) above), the hydrogen\ntank or the Air Products pipeline and related piping and improvements on or\nfollowing the Commencement Date of this Sublease. Subtenant's obligations under\nthe preceding sentence shall survive the expiration or earlier termination of\nthis Sublease.\n\n                                      -2-\n   3\n          (b)  Exclusive Use of Excluded Area.  Subject to the terms and\nconditions set forth in Paragraph 3 below, Subtenant shall have the exclusive\nright, during the term of this Sublease, to use that portion of the Land,\nconsisting of eleven and forty-nine hundredths (11.49) acres (the \"Excluded\nArea\"), that is bounded by the dotted lines shown on Exhibit \"A\" and which is\nreferred to as the \"Excluded Area\" on such Exhibit \"A\". (The Main Building and\nthe Equipment Area are located within the Excluded Area). Subject to the terms\nand conditions hereof, Subtenant shall have the right to use that portion of the\nExcluded Area which does not have buildings, structures, improvements or other\nproperty on it for parking, ingress and egress and other uses reasonably related\nto Subtenant's business. The balance of the Land that is located outside of the\ndotted lines shown on Exhibit \"A\" and which is not part of the Excluded Area,\nconsisting of eight and twelve one hundredths (8.12) acres, is referred to\nherein as the \"Developable Land.\" Subtenant shall have no rights to use or\noccupy any portion of the Developable Land during the Term hereof without\nSublandlord's prior written approval in each instance, except as permitted under\nSection 2(a) above.\n\n          (c)  Acceptance of Premises and Subtenant Improvements.  Subtenant\nacknowledges that prior to the Commencement Date of this Sublease (as defined\nbelow), Subtenant owned the Premises, the Land and certain of the Subtenant\nImprovements. Subtenant is familiar with the condition of the Premises, the\nSubtenant Improvements, the Land and the Subtenant Improvements and, as of the\nCommencement Date of this Sublease, Subtenant accepts the Premises, the Excluded\nArea and the Subtenant Improvements in their \"as is\" condition. As of the\nCommencement Date, Subtenant shall be deemed to have accepted the Premises, the\nSubtenant Improvements and the Excluded Area subject to all applicable laws and\nother matters of public record governing the use of the Premises, the Subtenant\nImprovements and the Excluded Area. Subtenant acknowledges that neither\nSublandlord nor Sublandlord's agents have made any representation or warranty as\nto the suitability of the Premises, the Subtenant Improvements or the Excluded\nArea for the conduct of Subtenant's business, the condition of the Premises or\nthe Subtenant Improvements, or the use of occupancy which may be made thereof\nand Subtenant has independently investigated and is satisfied that the Premises\nand the Excluded Area is and will be suitable for Subtenant's intended use. Any\nagreements, warranties or representations not expressly contained herein (or in\nthe Exhibits attached hereto) shall in no way bind either Sublandlord or\nSubtenant, and Sublandlord and Subtenant expressly waive all claims for damages\nby reason of any statement, representation, warranty, promise or agreement, if\nany, not contained in this Sublease (or in the Exhibits attached hereto). This\nSublease constitutes the entire understanding between the parties hereto and no\naddition to, or modification of, any term or provision of this Sublease shall be\neffective until set forth in a writing signed by both Sublandlord and Subtenant.\n\n          (d)  Lessor Inspection.  Notwithstanding the other terms of this\nSublease, Lessor and any Lender shall have and retain the right to inspect any\nportion of the Premises from time to time upon no less than twenty-four hours\nprior written notice to Subtenant.\n\n     3.   Excluded Area.\n\n          (a)  Subtenant's Rights in Excluded Area.  In addition to Subtenant's\nlease of the Premises described above, during the Sublease Term, Subtenant shall\nhave the following rights with respect to the Excluded Area (exclusive of the\nMain Building) contained within the\n\n\n\n                                      -3-\n   4\ndotted lines shown on Exhibit \"A\" attached hereto: (i) the exclusive right to\nuse all of the parking spaces within the Excluded Area; (ii) the exclusive\nright to use the Excluded Area (exclusive of the Main Building for ingress and\negress, and (ii) such other rights as are reasonably necessary and convenient\nto Subtenant's possession and use of the Premises and\/or Subtenant Improvements\nor performance of Subtenant's rights and obligations under this Sublease\n(including, without limitation, the right to use the access roads, sidewalks\nand landscaped areas and other facilities on the Excluded Area).\n\n          (b)  Reserved Rights of Sublandlord.\n\n               (i)   The provisions of Paragraph 2(b) to the contrary\nnotwithstanding, Sublandlord reserves unto itself (as owner of the Developable\nLand for federal income tax purposes, as lessee of the Developable Land for\nfinancial accounting purposes and as Lessor's Construction Agent), to Lessor\n(as owner of the Developable Land) and to tenants of any building which may be\nconstructed on the Developable Land, and to the agents, employees, servants,\ninvitees, contractors, guests, employees, customers and representatives of such\ntenants, the non-exclusive right to use an approximately twenty-four (24) foot\nwide strip of land along the northern border of the Excluded Area (wide enough\nto accommodate one lane of traffic in each direction), for pedestrian and\nvehicular ingress and egress (but not parking) and access to and from the\nDevelopable Land and Ellis Street.\n\n               (ii)  During the Sublease Term, Sublandlord agrees not to make\nany material changes in the size, shape, location, amount and extent of the\nExcluded Area or materially or adversely impair use of or access to the Main\nBuilding, Equipment Area or Subtenant Improvements.\n\n               (iii) Provided that Subtenant's use, occupancy and enjoyment of\nthe Premises, the Equipment Area and the Excluded Area or access to the same is\nnot unreasonably interfered with, Sublandlord shall have the right to close,\nat reasonable times and upon reasonable prior notice (except in the case of an\nemergency), all or any portion of the Excluded Area for the prevention of a\ndedication thereof, or the accrual of rights of any person or public therein.\n\n               (iv)  Sublandlord further reserves, for itself, Lessor and their\nrespective agents, the right to:\n\n                     (A) Retain and use in the event of an emergency only (with\nimmediate telephonic notice to Subtenant), one set of passkeys to enter the\nPremises but no keys shall be required to be given to Sublandlord to provide\naccess to any areas reasonably reserved by Subtenant from Sublandlord access\nbased upon the proprietary nature of any work being performed therein.\n\n                     (B) Approve the weight, size, placement and time and\nmanner of movement within the Building of any safe, central filing system or\nother heavy article of Subtenant's property; provided that such approval\nshall not be unreasonably withheld for any such article reasonably required for\nthe operation of Subtenant's business in the Premises. Subtenant shall move its\nproperty entirely at its own risk.\n\n\n                                      -4-\n   5\n                        (C)   Show the Premises to prospective purchasers,\nsubtenants, brokers, lenders, investors, rating agencies or others at any\nreasonable time, provided that sublandlord gives at least 24 hours prior\nwritten notice to Subtenant, agrees to be escorted by an employee of Subtenant  \nand does not materially interfere with Subtenant's use of the Premises.\n\n                        (D)   To take any other reasonable action in connection\nwith the operation, maintenance, preservation and\/or development of the\nProperty provided the same shall not interfere with Subtenant's rights under\nthis Sublease.\n\n            (c)   Maintenance by Subtenant.  During the Sublease Term,\nSubtenant shall be responsible, at its sole cost, for maintaining the Excluded\nArea (and Main Building, the Equipment Area and the Subtenant Improvements) in\nsuch manner as is suitable to satisfy Subtenant's business needs.\n\n            (d)   Parcelization of Land.  Subtenant acknowledges and agrees\nthat, at any time following the Commencement Date of this Sublease, Sublandlord\nshall have the right, in its sole and absolute discretion, subject to obtaining\nany necessary governmental approvals required, to subdivide or parcelize the\nLand into two or more separate, legal parcels (one of which shall consist of\nthe Excluded Area) so long as (i) Subtenant's use, occupancy, and enjoyment\nof the Premises and the Subtenant Improvements, and (ii) its rights hereunder,\nincluding, without limitation, its parking rights, are not materially\ndiminished.\n\n      4.    Sublease Term.\n\n            (a)   Sublease Term.  The term of this Sublease (\"Sublease Term\")\nshall be for the period commencing on the date on which escrow closes on the\nacquisition of fee title to the Land (and the Premises) from Subtenant (the\n\"Commencement Date\") and ending (unless sooner terminated in accordance with\nthe terms of this Sublease) on December 31, 2000.\n\n            (b)   Early Termination.  Subtenant shall have the right to\nterminate or cancel this Sublease at any time prior to the expiration of the\nSublease Term provided Subtenant delivers to Sublandlord not less than twelve\n(12) months' prior written notice of such termination.  Based on the foregoing,\nin no event shall the effective date of any early termination of this Sublease\npursuant to this Subparagraph 4(b) occur prior to the date twelve (12) months\nfollowing the Commencement Date of this Sublease.  Upon the effective date of\nsuch early termination of the Sublease, all rights and obligations of the\nparties hereunder (excepting therefrom the rights and obligations that\nexpressly survive the termination of this Sublease including Subtenant's and\nSublandlord's (or Lessor's, as the case may be) obligations under Paragraph 32\nbelow) shall cease.\n\n      5.    Rent.\n\n            (a)   Time of Payment.  Subtenant shall pay to Sublandlord as base\nrent for the Premises the sum specified in Subparagraph 5(b) below (the\n\"Monthly Installment\") each month in advance on the first day of each calendar\nmonth, without deduction or offset, except as expressly provided hereunder, and\nwithout prior notice or demand commencing on the Commencement Date (as defined\nabove) and continuing through the Sublease Term, together\n\n\n                                      -5-\n   6\nwith such additional rents as are payable by Subtenant to Sublandlord under the\nterms of this Sublease. The Monthly Installment for any period during the\nSublease Term which is less than one (1) full month shall be a pro rate portion\nof the Monthly Installment based upon a thirty (30) day month.\n\n            (b)   Monthly Installment.  The Monthly Installment of rent to be\npaid each month by Subtenant to Sublandlord during the Sublease Term, subject to\nadjustment as provided below, shall be equal to one-twelfth (1\/12th) of an\namount that will yield Sublandlord an eight percent (8%) annual return on the\nportion of the Purchase Price paid by Sublandlord that is allocable to the\nExcluded Area and the improvements thereon. The acreage of the Excluded Area\nshall deemed to be 11.49 acres, and the acreage of the Land shall be deemed to\nbe 19.61 acres. The portion of the Purchase Price that is allocable to the\nExcluded Area and the improvements thereon shall be determined by multiplying\n$32,200,000 by a fraction, the numerator of which is the acreage included in\nthe Excluded Area (11.49 acres) and the denominator of which is the total\nacreage included in the entire Land (19.61 acres). Thus, the Monthly\nInstallment shall be equal to $125,778.68 per month. Once the allocation of FAR\nFunds (as defined in the Purchase Agreement) has been determined pursuant to\nSection 6.3(j) of the Purchase Agreement, the Purchase Price used to calculate\nthe Monthly Installment, and thus the Monthly Installment, shall be adjusted\naccordingly. \n\n            (c)   Additional Rent.  All taxes, utilities, services, insurance\npremiums, late charges, costs, expenses and other sums which Subtenant is\nrequired to pay under this Sublease, and all reasonable damages, costs, and\nattorneys' fees and expenses which Sublandlord may incur by reason of any\ndefault of Subtenant or failure on Subtenant's part to comply with the terms of\nthis Sublease, shall be deemed to be additional rent (\"Additional Rent\") and\nshall be paid, commencing on the Commencement Date, in addition to the Monthly\nInstallment of rent, and, in the event of nonpayment by Subtenant, Sublandlord\nshall have all of the rights and remedies with respect thereto as Sublandlord\nhas for the nonpayment of the Monthly Installment of rent. Monthly Installments\nof rent and Additional Rent are collectively referred to herein as \"Rent\".\n\n            (d)   Place of Payment.  Rent shall be payable in lawful money of\nthe United States of America to Sublandlord at 1600 Plymouth Street, Mountain\nView, California 94043, Attn: __________ or to such other person(s) or at such\nother place(s) as Sublandlord may designate in writing. Upon designation of\nanother person to receive the Rent, all subsequent payments of Rent shall be\ndirected to such other person until such other person given written notice to\ndirect such payments elsewhere.\n\n            (e)   Late Payments. Any Monthly Installment of rent and Additional\nRent due under this Sublease that is not received by sublandlord within five\n(5) days after written notice that such sum is past due shall bear interest at\nthe Permitted Rate (as defined in Paragraph 31) from the date due until fully\npaid. The payment of interest shall not cure any default by Subtenant under\nthis Sublease. In addition, Subtenant acknowledges that the late payment by\nSubtenant to Sublandlord of rent will cause Sublandlord to incur costs not\ncontemplated by this Sublease, the exact amount of which will be extremely\ndifficult and impracticable to ascertain. Those costs may include, but are not\nlimited to, administrative, processing and accounting charges, and late charges\nwhich may be imposed on Sublandlord by the terms of any ground\n\n\n                                      -6-\n\n   7\nlease, mortgage or trust deed covering the Premises. Accordingly, if any\nMonthly Installment of rent and Additional Rent due from Subtenant shall not be\nreceived by Sublandlord or Sublandlord's designee within five (5) days after\nwritten notice that such sum is past due, then Subtenant shall pay to\nSublandlord, in addition to the interest provided above, a late charge in a sum\nequal to Two Hundred Fifty Dollars ($250.00) for each delinquent payment.\nAcceptance of a late charge by Sublandlord shall not constitute a waiver of\nSubtenant's default with respect to the overdue amount, nor shall it prevent\nSublandlord from exercising any of its other rights and remedies.\n\n          (a)  Holdover Rent. If Subtenant fails to vacate the Premises or\ncommence demolition of the Main Building and related improvements (the removal\nof any asbestos and all other Hazardous Materials, if any, in the Main Building\nshall constitute, among other things, demolition for purposes of this\nparagraph) as set forth in more detail in Paragraphs 32(b)-(d) on or before the\nearlier of January 1, 2001 or the date thirty (30) days after the effective\ndate of the earlier termination of this Sublease, as such earlier date may be\nextended pursuant to the terms below, Subtenant shall pay to Sublandlord an\namount equal to two hundred percent (200%) of the daily Rent due under this\nSublease immediately prior to such date for each day that Subtenant fails to\nvacate the Premises or commence demolition of the Main Building and related\nimprovements as set forth above. For the purposes of the immediately preceding\nsentence, Subtenant shall be deemed to have commenced demolition of the Main\nBuilding and related improvements or commenced removal of asbestos and all\nother Hazardous Materials, if any, in the Main Building if Subtenant has\nundertaken activity in such regards which evidences Subtenant's clear and good\nfaith intention to complete such demolition and remediation in an expeditious\nmanner. Sublandlord's acceptance of any payments pursuant to this Paragraph\nshall not constitute a consent to Subtenant's holdover or result in any renewal\nof this Sublease. The provisions set forth herein are in addition to and do not\neffect Sublandlord's right of re-entry or any other rights of Sublandlord under\nthis Sublease or at law.\n\n     6.   Use of Premises.\n\n          (a)  Restrictions on Use. Subtenant shall use the Premises (and the\nSubtenant Improvements) for research and development, manufacturing, general\noffice purposes, and any other legally permitted use, provided such use is in\nconformance and compliance with all applicable governmental laws, regulations,\nrules and ordinances including, without limitation, all applicable\nenvironmental and zoning and land use laws, regulations, rules, and ordinances\n(collectively, \"Law\" or \"Laws\"). Except as required under Section 32 hereof,\nSubtenant shall not commit or suffer to be committed, any waste upon the\nPremises, the Subtenant Improvements or the Excluded Area, or any nuisance, or\nallow the Premises, the Subtenant Improvements or the Excluded Area to be used\nfor any unlawful purpose or any purpose not permitted by this Sublease.\nSubtenant, at its sole cost and expense, shall procure, maintain and make\navailable for Sublandlord's reasonable inspection throughout the Lease Term,\nall governmental approvals, licenses and permits required for the proper and\nlawful conduct of Subtenant's permitted uses of the Premises.\n\n          (b)  Suitability. Subtenant acknowledges that neither Sublandlord nor\nany agent or employee of Sublandlord has made any representation or warranty\nwith respect to the Premises, the Subtenant Improvements or the Excluded Area\nor with respect to the suitability of\n\n\n                                      -7-\n   8\nthe same for the conduct of the Subtenant's business, nor has Sublandlord\nagreed to undertake any modification, alteration or improvement to the\nPremises, except as provided in this Sublease. Subtenant acknowledges that\nSublandlord makes no representations regarding the use of the Premises, the\nSubtenant Improvements or the Excluded Area by Subtenant or that the uses\npermitted by Subparagraph 6(a) are allowed by governmental or\nquasi-governmental agencies having jurisdiction or applicable laws, statutes,\nordinances, rules, regulations, orders or requirements now or hereafter in\neffect.\n\n     7.   Hazardous Materials. Subtenant and Subtenant's agents, employees,\ncontractors, assignees and subtenants may not use, place, store or transport\n(collectively, \"Use\") Hazardous Material(s) (defined below) on or about any\nportion of the Premises or Excluded Area or any other part of the Land (or in\nconnection with the use or operation of the Subtenant Improvements) unless\nSubtenant complies with all applicable Laws with respect to the Use by\nSubtenant, its agents, employees, contractors, assignees or subtenants of such\nHazardous Materials. Nothing herein shall be construed to allow Subtenant to\nrelease or dispose of (collectively, \"Release\") Hazardous Materials in or about\nany portion of the premises or Excluded Area unless such Release is in\ncompliance with applicable Laws. Any Use of the Hazardous Materials beyond the\nscope allowed in this Paragraph and any Release of Hazardous Materials shall be\nsubject to Sublandlord's and Lessor's prior written consent, which may be\nwithheld in Sublandlord's or Lessor's sole and absolute discretion, and shall\nrequire an amendment to the Sublease in the event Sublandlord and Lessor do\nconsent which shall set forth the materials, scope of use, indemnification and\nany other matter required by Sublandlord and Lessor in Sublandlord's and\nLessor's sole and absolute discretion. Subtenant shall indemnify, defend and\nhold Sublandlord and Sublandlord's agents harmless from and against any and all\nclaims, losses, damages, liabilities, or expenses arising in connection with\nthe Use or Release of Hazardous Materials on or following the Commencement Date\nof this Sublease in violation of Law by Subtenant, Subtenant's agents,\nemployees, contractors, assignees or subtenants using the Premises or Excluded\nArea. Subtenant's obligation to defend, hold harmless and indemnify pursuant to\nthis Paragraph 7 shall survive the expiration or earlier termination of this\nSublease.\n\n     The foregoing indemnity shall not apply to, and Subtenant shall not be\nresponsible hereunder for, the presence of Hazardous Materials on, under, or\nabout the Premises or Excluded Area to the extent caused by Sublandlord, its\nagents, employees, contractors, assignees or subtenants (other than Subtenant);\nprovided that Sublandlord hereby acknowledges and agrees that the foregoing\nindemnity is intended to supplement that certain Indemnity Agreement between\nSubtenant and Sublandlord in the form of Exhibit C to the Purchase Agreement\n(the \"Indemnity Agreement\"), and to the extent the foregoing indemnity\ncontradicts Subtenant's obligations under the Indemnity Agreement, the\nIndemnity Agreement shall prevail. The parties hereto agree and acknowledge\nthat all of Subtenant's indemnity obligations set forth in this Sublease are\nsupplemental to Subtenant's obligations set forth in the Indemnity Agreement.\n\n     Sublandlord shall have the right, upon reasonable advance notice to\nSubtenant, to inspect, investigate, sample and\/or monitor the Premises and\nExcluded Area, including any soil, water, groundwater, or other sampling, to\nthe extent reasonably necessary to determine whether Subtenant is complying\nwith the terms of this Sublease with respect to Hazardous Materials. In\nconnection therewith, Subtenant shall provide Sublandlord with reasonable\naccess to all portions\n\n                                      -8-\n   9\n\nof the Premises, the Subtenant Improvements and the Excluded Area (subject to\nreasonable security measures imposed by Subtenant); provided, however, that\nSublandlord shall avoid any unreasonable interference with the operation of\nSubtenant's business on or in the Premises or the Excluded Area. All costs\nreasonably incurred by Sublandlord in performing such inspections,\ninvestigation, sampling and\/or monitoring shall be reimbursed by Subtenant to\nSublandlord as Additional Rent within thirty (30) days after Sublandlord's\ndemand for payment if it is determined that Hazardous Materials have been Used\nby Subtenant or Subtenant's Agents on or after the Commencement Date of this\nSublease in violation of Laws or a Release of Hazardous Materials in violation\nof Laws has occurred on, in or under the Premises or the Excluded Area, or any\nportion thereof.\n\n     Notwithstanding anything to the contrary contained in this Sublease,\nSublandlord and Subtenant acknowledges that (i) the Environmental Protection\nAgency is currently overseeing cleanup measures that are being conducted at the\nLand and at surrounding parcels of real property, (ii) the Land is part of a\nregional Superfund site known as the Middlefield-Ellis-Whitman (MEW) site, (iii)\nRaytheon, a former owner of the Land, is under a Consent Decree that provides\nthat Raytheon will perform groundwater and soil remediation for the property it\noccupied and operated within the MEW area, (iv) in 1987, a soil-bentonite,\nsubsurface, slurry wall was installed by Raytheon around the perimeter of the\nLand enclosing the soil and water bearing zones as part of the remedial measures\nconducted by Raytheon, (v) a groundwater extraction and treatment system was\ninstalled in 1987 on the Land and, as long term remedial measure, groundwater is\nextracted from several wells located both within the boundaries of the Land and\nfrom adjacent property, (vi) a soil vapor extraction system (covering\napproximately a surface area of four acres and going to a depth of approximately\n15 to 18 feet) was installed by Raytheon in 1996 to remediate the contaminated\nsoils in the Land and Raytheon has petitioned and obtained approval from the\nEnvironmental Protection Agency for closure for part of the soil vapor remedial\nsystem, and (vii) the groundwater and soil treatment facilities referred to\nabove are maintained by Raytheon and Raytheon has provided an indemnification to\nSubtenant to protect it from clean up or other liability related to\ncontamination existing prior to the date Subtenant acquired title to the Land\nand the improvements then located thereon.\n\n     As used in this Sublease, the term \"Hazardous Materials\" means any \nchemical, substance, waste or material which has been or is hereafter determined\nby any federal, state or local governmental authority to be capable of posing\nrisk of injury to health or safety, including without limitation, those\nsubstances included within the definitions of \"hazardous substances,\" \"hazardous\nmaterials,\" \"toxic substances,\" or \"solid waste\" under the Comprehensive\nEnvironmental Response, Compensation, and Liability Act of 1980, the Resource\nConservation and Recovery Act of 1976, and the Hazardous Materials\nTransportation Act, as amended, and in the regulations promulgated pursuant to\nsaid laws; those substances defined as \"hazardous wastes\" in section 25117 of\nthe California Health &amp; Safety Code, or as \"hazardous substances\" in section\n25316 of the California Health &amp; Safety Code, as amended, and in the regulations\npromulgated pursuant to said laws; those substances listed in the United States\nDepartment of Transportation Table (49 CRF 172.101 and amendments thereto) or\ndesignated by the Environmental Protection Agency (or any successor agency) as\nhazardous substances (see, e.g., 40 CFR Part 302 and amendments thereto); such\nother substances, materials and wastes which are or become regulated or become\nclassified as hazardous or toxic under any Laws, including\n\n\n                                      -9-\n\n   10\nwithout limitation the California Health &amp; Safety Code, Division 20, and Title\n26 of the California Code of Regulations; and any material, waste or substance\nwhich is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv)\ndesignated as a \"hazardous substance\" pursuant to section 311 of the Clean\nWater Act of 1977, 33 U.S.C. sections 1251 et seq. (33 U.S.C. Section 1321) or\nlisted pursuant to section 307 of the Clean Water Act of 1977 (33 U.S.C.\nSection 1317), as amended; (v) flammable explosives; (vi) radioactive\nmaterials; or (vii) radon gas.\n\n     8.   Taxes and Assessments.\n\n          (a)  Subtenant's Property. Subtenant shall pay before delinquency any\nand all taxes and assessments, license fees and public charges levied, assessed\nor imposed upon or against Subtenant's trade fixtures, equipment, furnishings,\nfurniture, inventory, appliances and other personal property installed or\nlocated on or within the Premises or Excluded Area, including, without\nlimitation, the Subtenant Improvements (except for the Subtenant Improvements\ndescribed in subparagraphs (viii), (x) and (xvi) of Section 2(a) above) to the\nextent any such improvements are separately assessed (collectively, the\n\"personal property\"). Subtenant shall use its commercially reasonable efforts\nto cause said personal property to be assessed and billed separately from the\nreal property of Sublandlord. If any of Subtenant's said personal property\nshall be assessed with Sublandlord's real property, Subtenant shall pay\nSublandlord, as Additional Rent, the taxes attributable to Subtenant's personal\nproperty within thirty (30) days after receipt of a written statement from\nSublandlord setting forth the taxes applicable to Subtenant's property.\nSubtenant shall comply with the provisions of any law, ordinance, rule or\nregulation of taxing authorities which require Subtenant to file a report of\nSubtenant's personal property located on or within the Premises or the Excluded\nArea.\n\n          (b)  Definition of Taxes. The term \"Taxes\" as used in this Sublease\nshall collectively mean (to the extent any of the following are not paid by\nSubtenant pursuant to Paragraphs 8(a) above, all real estate taxes and general\nand special assessments (including, but not limited to, assessments for public\nimprovements or benefit); taxes based on vehicles utilizing parking areas on\nthe Excluded Area; environmental surcharges; gross rental receipts taxes; water\nand sewer taxes, levies, assessments and other charges in the nature of real\nproperty taxes or assessments (including, but not limited to, assessments for\npublic improvements or benefit); and all other governmental, quasi-governmental\nor special district impositions of any kind and nature whatsoever; regardless\nof whether any of the foregoing are now customary or within the contemplation\nof the parties hereto and regardless of whether resulting from increased rate\nand\/or valuation, or whether extraordinary or ordinary, general or special,\nunforeseen or foreseen, or similar or dissimilar to any of the foregoing and\nwhich during the Sublease Term are laid, levied, assessed or imposed upon or\nwhich become a lien upon or chargeable against the Premises and\/or the Excluded\nArea under or by virtue of any present or future laws, statutes, ordinances,\nregulations, or other requirements of any governmental, quasi-governmental or\nspecial district authority whatsoever, excluding net income, succession,\ntransfer, gift, franchise, estate or inheritance taxes. The term \"environmental\nsurcharges\" shall include any and all expenses, taxes, charges or penalties\nimposed by the Federal Department of Energy, Federal Environmental Protection\nAgency, the Federal Clean Air Act, or any regulations promulgated thereunder,\nor imposed by any other local, state or federal governmental agency or entity\nnow or hereafter vested with the power to impose taxes, assessments or other\ntypes of surcharges as a means of controlling or abating environmental\npollution or the use of energy or any natural resource in\n\n\n                                      -10-\n   11\nregard to the use, operation or occupancy of the Premises and\/or the Excluded\nArea. The term \"Taxes\" shall include (to the extent the same are not paid by\nSubtenant pursuant to Paragraph 8(a)), without limitation, all taxes,\nassessments, levies, fees, impositions or charges levied, imposed, assessed,\nmeasured, or based in any manner whatsoever upon or with respect to the use,\npossession, occupancy, leasing, operation or management of the Premises and\/or\nthe Excluded Area or in lieu of or equivalent to any Taxes set forth in this\nParagraph 8(b). In the event any such Taxes are payable by Sublandlord as\nlessee of the Property and it shall not be lawful for Subtenant to reimburse\nSublandlord for such Taxes, then the Rentals payable  hereunder shall be\nincreased to net Sublandlord the same net Rental after imposition of any such\nTax upon Sublandlord as would have been payable to Sublandlord prior to the\nimposition of any such Tax.\n\n          (c)  Taxes as Operating Expense. All Taxes which are levied or \nassessed or which become a lien upon the Premises and\/or the Excluded Area or\nwhich become due or accrue during the Sublease Term shall be an Operating\nExpense, and Subtenant shall pay as Additional Rent each month during the\nSublease Term, commencing on the Commencement Date, 1\/12th of such Taxes, based\non Sublandlord's estimate thereof, pursuant to Paragraph 11 below. Taxes during\nany partial tax fiscal year(s) within the Sublease Term shall be prorated\naccording to the ratio which the number of days during the Sublease Term or of\nactual occupancy of the Premises by Subtenant, whichever is greater, during such\nyear bears to 365. In calculating Subtenant's share of Taxes to be paid under\nthis Sublease, during the period of the Sublease Term that the Excluded Area is\nnot a separate, legal parcel, the Taxes allocable to the Excluded Area shall be\nbased on the ratio that the acreage included within the Excluded Area bears to\nthe total acreage included within that portion of the Land (plus the assessed\nvalue of any improvements and building located thereon) that is covered by the\ntax bill covering the Excluded Area. Notwithstanding the foregoing, in no event\nshall Subtenant's Share of Taxes include taxes assessed on any new improvements\nconstructed on the Developable Land.\n\n     9.   Indemnity; Insurance.\n\n          (a)  Indemnity. Subtenant agrees to indemnify, protect, defend (with\ncounsel selected by Subtenant and reasonably acceptable to Sublandlord) and\nhold harmless Sublandlord, each Lender and their respective Agents (except to\nthe extent arising from the active negligence or willful misconduct of, or\nbreach of this Sublease by, Sublandlord, such Lender or their respective Agents)\nagainst any and all claims, damages, losses, causes of action, judgments,\nobligations and liabilities, and all reasonable expenses incurred in\ninvestigating or resisting the same (including, without limitation, reasonable\nattorneys' fees and costs), on account of, or arising out of (i) the operation,\nuse, or occupancy of the Premises and Excluded Area (and any and all of the\nSubtenant Improvements except for the items set forth in subparagraphs (viii),\n(x) and (xvi) of Paragraph 2(a)), or any part thereof, by Subtenant and\/or its\nAgents during the term of this Sublease, (ii) any occurrence in, on or about\nthe Premises and\/or the Excluded Area during the term of this Sublease, or\n(iii) any occurrence in, on or about the Premises or Excluded Area or Land, to\nthe extent caused by or contributed to by Subtenant and\/or its Agents during\nthe term of this Sublease. The obligations of Subtenant under this Paragraph\n9(a) shall survive the expiration or earlier termination of this Sublease.\n\n                                      -11-\n\n\n\n \n   12\n          (b)  Insurance by Sublandlord. Sublandlord shall, during the Sublease\nTerm, procure and keep in force the following insurance, the cost of which\nshall be an Operating Expense, payable by Subtenant pursuant to Paragraph 11\nbelow:\n\n               (i)   Liability Insurance. Commercial general liability or\ncomprehensive general liability insurance against any and all claims for\npersonal injury, death or property damage occurring in or about the Premises or\nthe Excluded Area in an initial amount of $2,000,000 per occurrence and\n$2,000,000 in the aggregate with umbrella coverage of at least $5,000,000 per\noccurrence and in the aggregate. Such insurance shall have such increased\nlimits of coverage as Sublandlord or Lessor may from time to time determine are\nreasonably necessary for its protection, provided that in no event shall such\nincreased coverage exceed the coverage which is customary for similar buildings\nin the South Bay area.\n\n          (c)  Insurance by Subtenant. Subtenant shall, during the Sublease\nTerm, at Subtenant's sole cost and expense, procure and keep in force the\ninsurance set forth in Paragraphs 9(c)(i), 9(c)(ii), 9(c)(iii) and 9(c)(iv)\nbelow. All insurance that Subtenant is required to procure and maintain shall\nprovide that it may not be cancelled or materially modified without thirty (30)\ndays prior written notice to Sublandlord and Lessor.\n\n               (i)   Liability Insurance. Commercial general liability or\ncomprehensive general liability insurance and naming Subtenant as insured and\nSublandlord and each Lender as additional insured, against any and all claims\nfor personal injury, death or property damage occurring in or about the Premises\nor the Excluded Area, or arising out of Subtenant's or Subtenant's Agents' use\nof the Excluded Area, use or occupancy of the Premises or Excluded Area or\nSubtenant's operations on the Premises and Excluded Area. Such insurance shall\nhave a combined single limit of not less than $2,000,000 per occurrence and\n$5,000,000 in the aggregate. Such insurance shall contain a cross-liability\n(severability of interests) clause and an extended (\"broad form\") liability\nendorsement, including blanket contractual coverage and motor vehicle liability\ncoverage. Such insurance shall name Lessor and Sublandlord as additional\ninsureds. Such liability insurance shall be primary and not contributing to any\ninsurance available to Lessor, Sublandlord or each Lender, and Lessor's,\nSublandlord's and each Lender's insurance (if any) shall be in excess thereto.\nSuch insurance shall specifically insure Subtenant's performance of the\nindemnity, defense and hold harmless agreements contained in Paragraph 9(a),\nalthough Subtenant's obligations pursuant to Paragraph 9(a) shall not be limited\nto the amount of any insurance required of or carried by Subtenant under this\nParagraph 9(c)(i). Subtenant shall be responsible for insuring that the amount\nof insurance maintained by Subtenant is sufficient for Subtenant's purposes.\nSuch liability insurance shall be primary and non-contributing to any insurance\navailable to Lessor and Sublandlord, but only as respects Subtenant's negligence\nfor bodily injury or property damage arising out of their business operations.\n\n               (ii)  Business Interruption Insurance. Business interruption\ninsurance naming Sublandlord, Lessor and each Lender as additional insureds in\nan amount sufficient to cover twelve (12) months of Subtenant's Rent obligation\nunder this Sublease.\n\n               (iii) Property Insurance. \"All risk\" property insurance,\nproviding protection against those perils included within the classification of\n\"all risk\" insurance, on the\n\n\n                                      -12-\n   13\nPremises and Excluded Area, including any improvements or fixtures constructed\nor installed on the Premises and Excluded Area by Sublandlord or Lessor.\n\n          (iv) Other.  Such other insurance as required by law, including,\nwithout limitation, workers' compensation insurance.\n\n          (v)  Optional Insurance.  Subtenant may, but shall not be obligated\nto, during the Sublease Term, at Subtenant's sole cost and expense, procure and\nkeep in force the following insurance:\n\n               (A)  Personal Property Insurance.  \"All risk\" property insurance,\nproviding protection against those perils included within the classification of\n\"all risk\" insurance, on all leasehold improvements and Subtenant installed in\nthe Premises or on the Excluded Area by Subtenant at its expense (if any), and\non all equipment, trade fixtures, inventory, fixtures and personal property\nlocated on or in the premises or the Excluded Area, including improvements or\nfixtures hereinafter constructed or installed on the Premises or the Excluded\nArea. Sublandlord shall have no interest in nor any right to the proceeds of any\ninsurance procured by Subtenant pursuant to this Subparagraph 9(c)(v)(A).\nSubtenant acknowledges and agrees that Sublandlord shall not be obligated under\nthis Sublease to maintain all risk or property insurance covering the leasehold\nimprovements or any equipment, trade fixtures, inventory, fixtures or personal\nproperty referred to in this Subparagraph 9(c)(v)(A). If Sublandlord elects to\nso obtain insurance covering Subtenant's obligations under this Subparagraph\n9(c)(v)(A), the cost of such insurance shall not be an Operating Expense and\nSubtenant shall be liable for the cost of any deductible amount relating to such\ninsurance.\n\n     (d)  Failure by Subtenant to Obtain Insurance.  If Subtenant does not take\nout the insurance required pursuant to Paragraph 9(c)(i), 9(c)(ii), 9(c)(iii) or\n9(c)(iv) or keep the same in full force and effect, without prior notice to\nSubtenant, Sublandlord may, but shall not be obligated to, take out the\nnecessary insurance and pay the premium therefor, and Subtenant shall repay to\nSublandlord, as Additional Rent, the amount so paid promptly upon demand. In\naddition, Sublandlord may recover from Subtenant and Subtenant agrees to pay, as\nAdditional Rent, any and all reasonable expenses (including reasonable\ndeductibles and attorneys' fees) and damages which Sublandlord may sustain by\nreason of the failure of Subtenant to obtain and maintain such insurance, it\nbeing expressly declared that the expenses and damages of Sublandlord shall not\nbe limited to the amount of the premiums thereon.\n\n     (e)  Claims by Subtenant.  Except to the extent arising out of the active\nnegligence or willful misconduct of Lessor, any Lender or Sublandlord or any of\ntheir respective Agents, neither Lessor, any Lender nor Sublandlord shall be\nliable to Subtenant, and Subtenant waives all claims against Lessor, each Lender\nand Sublandlord, for injury or death to any person, damage to any property, or\nloss of use of any property in the Premises or the Excluded Area by and from all\ncauses, including without limitation, any defect in the Premises or the Excluded\nArea and\/or any damage or injury resulting from fire, steam, electricity, gas,\nwater or rain, which may leak or flow from or into any part of the Premises or\nthe Excluded Area, or from breakage, leakage, obstruction or other defects of\npipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting\nfixtures, whether the damage or injury results from conditions arising upon the\nPremises or the Excluded Area or from other sources. The preceding to the\ncontrary\n\n\n                                      -13-\n\n   14\nnotwithstanding, under no circumstances shall Lessor, any Lender or Sublandlord\nbe liable to Subtenant for any claim by Subtenant of lost profits, loss of\nincome or loss of business.\n\n          (f)  Mutual Waiver of Subrogation. Sublandlord hereby releases\nSubtenant, and Subtenant hereby releases Sublandlord (and, to the extent Lessor\ncarries any insurance on the Property or any furnishings, fixtures, equipment,\ninventory or other property in, or about the Premises, Sublandlord shall use its\nreasonable best efforts to cause Lessor to release Subtenant), and their\nrespective officers, agents, employees and servants, from any and all claims or\ndemands of damages, loss, expense or injury to the Premises or the Excluded Area\n(or the Land), or to the furnishings, fixtures, equipment, inventory or other\nproperty of either Sublandlord or Subtenant in, about or upon the Premises or\nthe Excluded Area (or the Land) (collectively, a \"Claim\"), which is caused by or\nresults from perils, events or happenings which are the subject of insurance\ncarried by the respective parties pursuant to this Paragraph 9 or otherwise and\nin force at the time of any such loss, whether due to the negligence of the\nother party or its agents and regardless of cause or origin; provided, however,\nthat such waiver shall be effective only to the extent permitted by the\ninsurance covering such loss, to the extent such insurance is not prejudiced\nthereby, to the extent insured against and to the extent each such Claim is\nfully satisfied by proceeds from such insurance. In the event of a Claim\nconcerning Subtenant's Use or Release of Hazardous Materials in, on or about the\nPremises, the Excluded Area or the Land, Subtenant shall use any proceeds from\ninsurance received by Subtenant in connection with such Claim to remove and\/or\nremediate the Hazardous Materials.\n\n     10.  Utilities. Subtenant shall pay during the Sublease Term and prior to\ndelinquency all charges for water, gas, light, heat, power, electricity,\ntelephone or other communication service, janitorial service, trash pick-up,\nsewer and all other services supplied to Subtenant or consumed by Subtenant or\nany of Subtenant's agents, contractors or invitees on the Premises or the\nExcluded Area (collectively, the \"Services\") and all taxes, levies, fees or\nsurcharges therefor. Subtenant shall arrange for Services to be supplied to the\nPremises and the Excluded Area and shall contract for all of the Services in\nSubtenant's name prior to the Commencement Date. In the event that any of the\nServices cannot be separately billed or metered to the Premises or the Excluded\nArea, or if any of the Services are not separately metered as of the\nCommencement Date, the cost of such Services shall be an Operating Expense and\nSubtenant shall pay such cost to Sublandlord, as Additional Rent, as provided\nin Paragraph 11 below.\n\n     11.  Operating Expenses.\n\n          (a)  Definition.    \"Operating Expense\" or \"Operating Expenses,\" as\nused in this Sublease, shall mean and include all items identified in other\nparagraphs of this Sublease as an Operating Expense and the reasonable and\nnecessary cost paid or incurred by Sublandlord for the operation, maintenance,\nand repair of the Premises and Excluded Area, which costs shall include, without\nlimitation: the cost of any necessary Services and utilities supplied to the\nPremises and Excluded Area (to the extent the same are not separately incurred\nby, or charged or metered to, Subtenant). Sublandlord and Subtenant acknowledge\nthat, during the Sublease Term, the Premises and Excluded Area will be managed,\nmaintained and operated by Subtenant, at Subtenant's cost, in a continuation of\nits present operations. Consequently, other than those costs or expenses that\nare expressly identified in this Sublease as an Operating Expenses, neither\nSublandlord nor Subtenant contemplate any other expenses incurred or to be\nincurred by\n\n\n\n                                      -14-\n   15\nSublandlord to be passed through to Subtenant under this Sublease as an\nOperating Expense or otherwise. Because Subtenant is responsible, pursuant to\nthe terms of Paragraph 12(b) of this Sublease, for repair and maintenance of\nthe Premises (and the interior improvements located therein) and all buildings,\nstructures and improvements located on the Excluded Area, Sublandlord should\nnot be incurring any repair or maintenance expenses with respect to the same\n(and Sublandlord shall not be incurring any Operating Expenses to be passed\nthrough to Subtenant with respect to the same except to the extent that\nSublandlord is reasonably likely to be exposed to criminal or civil liability\nfor any failure by Subtenant to perform any maintenance or repairs as\ndetermined in Sublandlord's reasonable discretion, in which case sublandlord\nmay perform such repairs or maintenance following five (5) days advance written\nnotice to Subtenant if such repairs or maintenance have not been performed\nwithin such 5-day period). If any Operating Expenses incurred by Sublandlord\nare incurred with respect to the entire Land (and not just the Excluded Area),\nthen Subtenant's share of such Operating Expenses shall be in the ratio that the\nacreage included within the Excluded Area bears to the acreage included within\nthe entire Land; provided, however, if the Premises, the Subtenant Improvements\nand other buildings, structures or improvements located on the Excluded Area\nare separately assessed from any other buildings, structures or improvements\nsituated on the Land, then Subtenant shall be obligated to pay one hundred\npercent (100%) of all Taxes levied or assessed with respect to the Premises and\nother buildings, structures or improvements located on the Excluded Area and\nwhich become due or accrue during the term of this Sublease. If Sublandlord\nsubdivides or parcelizes the Land into two or more legal parcels (one of which\nis the Excluded Area), and the Excluded Area and the buildings, structures and\nimprovements situated thereon are assessed separately from the balance of the\nLand and the buildings, structures or improvements situated on such balance of\nthe Land, then Subtenant shall pay, as an Operating Expense, one hundred percent\n(100%) of all necessary Operating Expenses incurred by Sublandlord in connection\nwith the Premises and the buildings, structures and other improvements located\non the Excluded Area and the Excluded Area (including, without limitation, Taxes\nlevied or assessed with respect to or against the Excluded Area and Taxes\nallocable to the Premises, Subtenant Improvements and all leasehold\nimprovements, constructed or installed therein) and the buildings, structures,\nand other improvements located on the Excluded Area.\n\n     Notwithstanding anything to the contrary contained in this Sublease,\nwithin one hundred eighty (180) days after receipt by Subtenant of\nSublandlord's statement of Operating Expenses prepared pursuant to Paragraph\n10(a) hereof for any prior annual period during the Sublease Term, Subtenant or\nits authorized representative shall have the right to inspect the books of\nSublandlord during the business hours of Sublandlord at Sublandlord's office\nor, at Sublandlord's option, such other location as Sublandlord reasonably may\nspecify, for the purpose of verifying the information contained in the\nstatement. Unless Subtenant asserts specific errors within one hundred eighty\n(180) days after receipt of the statement, the statement shall be deemed\ncorrect as between Sublandlord and Subtenant, except as to individual components\nsubsequently determined within one (1) year to be in error by future audit.\n\n     (b)  Payment of Operating Expenses by Subtenant. Prior to the Commencement\nDate, and annually thereafter, Sublandlord shall deliver to Subtenant an\nestimate of necessary Operating Expenses incurred by Sublandlord (and not\notherwise incurred by Subtenant) for the succeeding year. Subtenant's payment\nof Operating Expenses shall be based\n\n                                      -15-\n\n\n \n   16\nupon Sublandlord's estimate of Operating Expenses and shall be payable in equal\nmonthly installments in advance on the first day of each calendar month\ncommencing on the Commencement Date and continuing throughout the Sublease Term.\n\n          (c)  Exclusions From Operating Expenses. Notwithstanding anything to\nthe contrary contained in this Sublease, in no event shall Subtenant have any\nobligation to perform, to pay directly, or to reimburse Sublandlord for, all or\nany portion of the following costs and expenses (collectively, \"Costs\"): (i)\nthe cost of any work performed (such as preparing a tenant's space for\noccupancy, for renovating an existing tenant's premises, including painting and\ndecorating) or services provided (such as separately metered electricity) for\nany tenant (including Subtenant) at such tenant's cost or provided by\nSublandlord without charge; (ii) the expenses and salaries of Sublandlord's\nofficers, partners, agents and employees or any general corporate overhead and\nadministrative expense of Sublandlord; (iii) the cost of any items for which\nSublandlord is actually reimbursed by insurance proceeds, condemnation awards,\nor another tenant or occupant of another building located on the land; (iv) any\nadvertising or promotional expenses; (v) any costs representing an amount paid\nto a related or affiliated person of Sublandlord which is in excess of the\namount which would have been paid in the absence of such relationship; (vi) any\nexpenses for repairs or maintenance unless permitted under Paragraph 11(a)\nhereof or unless otherwise agreed to in writing by Subtenant or which are\nactually reimbursed through warranties or guaranties (excluding any mandatory\ndeductibles); (vii) any electric power or other utility costs or expenses for\nwhich Subtenant directly contracts with the local public service company;\n(viii) any costs, including without limitation, attorneys' fees associated with\nthe operation of the business of the entity which constitutes Sublandlord,\nincluding accounting and legal matters, costs of selling, syndicating,\nfinancing, mortgaging or hypothecating any of Sublandlord's interest in the\nPremises or the Land or any part thereof, costs of any dispute between\nSublandlord and its employees, disputes of Sublandlord with project management\nor personnel or outside fees paid in connection with disputes with other\ntenants; (ix) the cost of any work or services performed for any tenant\n(including Subtenant) at such tenant's cost; (x) any reserves of any kind,\nincluding without limitation, replacement reserves or reserves for bad debts or\nlost rent; (xi) depreciation of the Premises or any improvements, buildings or\nstructures on the Land; (xii) cost of repairs, replacements or other work\noccasioned by the exercise by governmental authorities of the right of eminent\ndomain; (xiii) the cost of repairs arising out of the gross negligence or\nwillful misconduct of Sublandlord or any of its agents, employees or\ncontractors; (xiv) any management fees, costs, or expenses incurred by\nSublandlord; (xv) costs of selling, syndicating, financing, mortgaging or\nhypothecating any of Lessor's interest in the Premises or any other buildings,\nstructures or improvements on the Land; and (xvi) costs incurred for the\ninvestigation and remediation of a Release of Hazardous Materials occurring\nprior to the Commencement Date.\n\n          (d)  Inspection of Records. Sublandlord agrees that any Operating\nExpense statements submitted by Sublandlord shall be reasonably detailed and\ncertified as true and correct by Sublandlord. Sublandlord further agrees to\nmake available its books and records relating to Operating Expenses for\nSubtenant's audit, upon reasonable notice, at Sublandlord's office. If such\naudit discloses any errors, appropriate adjustments shall be made, and if such\nerrors are in excess of five percent (5%) of the amount charged to Subtenant,\nSublandlord shall pay for the reasonable costs of such audit within thirty (30)\ndays of demand.\n\n\n                                      -16-\n   17\n          (e)  Betterments. With respect to betterments or other extraordinary\nor special assessments that may be included in the definition of Taxes,\nSubtenant's obligations shall apply only to the extent such assessments are\npayable during and in respect of the Sublease Term if paid over the longest\nperiod permitted by law.\n\n          (f)  Right to Contest. Subtenant at its cost shall have the right, at\nany time, to seek a reduction in the assessed valuation of the Premises, or\nother improvements located on the Excluded Area, and\/or the Excluded Area, or\nto contest any Taxes that are to be paid by Subtenant. If Subtenant seeks a\nreduction or contests the Taxes, Subtenant shall continue to pay its share of\nany such Taxes during such proceedings.\n\n          Sublandlord shall not be required to join in any proceedings or\ncontest brought by the Subtenant unless the provisions of any law require that\nthe proceeding or contest be brought by or in the name of Sublandlord or any\nowner of the premises. In that case Sublandlord shall join in the proceeding or\ncontest or permit it to be brought in Sublandlord's name as long as Sublandlord\nis not required to bear any cost. Subtenant, on final determination of the\nproceeding or contest, shall immediately pay or discharge all costs, charges,\ninterest, and penalties incidental to the decision or judgment.\n\n     12.  Repairs and Maintenance.\n\n          (a)  [Intentionally Omitted]\n\n          (b)  Subtenant's Repairs. Subtenant shall, at its sole cost, be\nresponsible for the repair and maintenance of the Premises (and the interior\nimprovements located therein) and all buildings, structures and improvements\nlocated on the Excluded Area. Subtenant shall not allow the Premises or the\nother buildings, structures or improvements located on the Excluded Area to\nfall into such disrepair as to constitute a health or safety risk. Subtenant's\nobligation shall extend to all alterations, additions and improvements to the\nPremises, and all fixtures and appurtenances therein and thereto. Sublandlord\nacknowledges that it is the responsibility of Subtenant (subject to the\nprovisions of Paragraph 32 below) to demolish the Premises and the other\nbuildings, structures and improvements located on the Excluded Area at or\nfollowing the expiration of the Sublease Term and, therefore, Sublandlord shall\nnot require Subtenant to maintain the Premises or other buildings, structures\nor improvements located on the Excluded Area in good condition or repair during\nthe Sublease Term, except to the extent (1) Sublandlord reasonably determines\nany maintenance to be necessary to avoid criminal or civil liability for any\nfailure by Subtenant to maintain or repair the Premises or any improvements\nthereto, in which case Subtenant shall be obligated to take all actions\nreasonably required by Landlord to address such potential liability arising\ntherefrom or (2) Subtenant's failure to maintain or repair the Premises\nexacerbates any environmental condition or contamination in, on or about the\nPremises or the Excluded Property.\n\n          Should Subtenant fail to keep the Premises or any other buildings,\nstructures or improvements located on the Excluded Area in safe condition\nwithin fifteen (15) days after notice from Sublandlord or should Subtenant fail\nthereafter to diligently perform its obligations under this Paragraph 12(b),\nSublandlord, in addition to all other remedies available hereunder or by law\nand without waiving any alternative remedies, may take such reasonable steps as\nto make\n\n\n                                      -17-\n   18\nthe Premises or other buildings, structures or improvements on the Excluded Area\nsafe, and in that event, Subtenant shall reimburse Sublandlord as Additional\nRent for the reasonable costs so incurred by Sublandlord within fifteen (15)\ndays of written demand by Sublandlord.\n\n          Sublandlord shall have no maintenance or repair obligations whatsoever\nwith respect to the Premises or any buildings, structures or improvements\nlocated thereon. Subtenant hereby expressly waives the provisions of Subsection\n1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California and\nall rights to make repairs at the expense of Sublandlord as provided in Section\n1942 of said Civil Code.\n\n     13.  Alterations.\n\n          (a)  Limitations. Subtenant shall not make, or suffer to be made, any\nstructural alterations, improvements or additions in, on, about or to the\nPremises or any other buildings, structure or improvements located on the\nExcluded Area, or any part thereof, without the prior consent of Sublandlord\n(which consent shall not be unreasonably withheld, conditioned or delayed as\nlong as Subtenant provides Sublandlord with additional rent in an amount equal\nto the additional costs of demolition and removal associated with such\nimprovements valued in excess of Ten Thousand Dollars ($10,000)) and without a\nvalid building permit issued by the appropriate governmental authority.\nSublandlord's consent shall not be required for interior non-structural\nalterations within the Premises or any other buildings, structures or\nimprovements located on the Excluded Area as long as subtenant provides\nSublandlord with additional rent in an amount equal to the additional cost of\ndemolition and removal associated with such improvements valued in excess of Ten\nThousand Dollars ($10,000). Subtenant shall give written notice to Sublandlord\nfive (5) business days prior to employing any laborer or contractor to perform\nservices related to, or receiving materials for use upon the Premises or any\nother buildings, structures or improvements located on the Excluded Area, and\nprior to the commencement of any work of improvement on the Premises or any\nother buildings, structures or improvements located on the Excluded Area. All\nalterations or improvements made to the Premises by Subtenant shall be made in\naccordance with applicable Laws and in a workmanlike manner.\n\n          At the time Subtenant requests Sublandlord's consent to any structural\nalterations or improvements, Sublandlord shall notify Subtenant in writing\nwhether Sublandlord will require Subtenant, at Subtenant's expense, to remove\nany such structural alterations or improvements and restore the Premises or\nother improvements located on the Excluded Area to their prior condition at the\nexpiration or earlier termination of this Sublease. All non-structural\nalteration or improvements made by Subtenant to the Premises or other\nimprovements located on the Excluded Area during the Sublease Term, including,\nwithout limitation, movable furniture and trade fixtures not affixed to the\nPremises or other improvements located on the Excluded Area, shall be removed\nfrom the Excluded Area by Subtenant at Subtenant's sole cost and expense, upon\nthe expiration or earlier termination of the Sublease.\n\n     14.  Default.\n\n          (a)  Events of Default. A breach of this Sublease by Subtenant shall\nexist if any of the following events (hereinafter referred to as \"Event of\nDefault\") shall occur:\n\n                                      -18-\n   19\n          (i)    Default in the payment when due of any Monthly Installment of\nrent, Additional Rent or other payment required to be made by Subtenant\nhereunder, where such default shall not have been cured within ten (10) days\nafter written notice of its default is given to Subtenant;\n\n          (ii)   Subtenant's failure to perform any other term, covenant or\ncondition contained in this Sublease where such failure shall have continued\nfor thirty (30) days after written notice of such failure is given to\nSubtenant; provided, however, Subtenant shall not be deemed in default if\nSubtenant commences to cure such failure within said thirty (30) day period and\nthereafter diligently prosecutes such cure to completion within a period not to\nexceed six (6) months thereafter;\n\n          (iii)  Subtenant's assignment of its assets for the benefit of its\ncreditors;\n\n          (iv)   The sequestration of, attachment of, or execution on, any\nsubstantial part of the property of Subtenant or on any property essential to\nthe conduct of Subtenant's business, shall have occurred and Subtenant shall\nhave failed to obtain a return or release of such property within sixty (60)\ndays thereafter, or prior to sale pursuant to such sequestration, attachment or\nlevy, whichever is earlier.\n\n          (v)    Subtenant hereunder shall commence any case, proceeding or\nother action seeking reorganization, arrangement, adjustment, liquidation,\ndissolution or composition of it or its debts under any law relating to\nbankruptcy, insolvency, reorganization or relief of debtors, or seek\nappointment of a receiver, trustee, custodian, or other similar official for it\nor for all or any substantial part of its property;\n\n          (vi)   Subtenant shall take any corporate action to authorize any\nof the actions set forth in clause (v) above;\n\n          (vii)  Any case, proceeding or other action against Subtenant shall be\ncommenced seeking to have an order for relief entered against it as debtor, or\nseeking reorganization, arrangement, adjustment, liquidation, dissolution or\ncomposition of it or its debts under any law relating to bankruptcy,\ninsolvency, reorganization or relief of debtors, or seeking appointment of a\nreceiver, trustee, custodian or other similar official for it or for all or any\nsubstantial part of its property, and such case, proceeding or other action (a)\nresults in the entry of an order for relief against it which is not fully\nstayed within ten (10) business days after the entry thereof or (b) remains\nundismissed for a period of sixty (60) days; or\n\n          (viii) Subtenant's failure to maintain any of the insurance it is\nrequired to maintain pursuant to Section 9(c) above where such failure has not\nbeen cured within three (3) business days after written notice is given to\nSubtenant.\n\n     (b)  REMEDIES.  Upon any Event of Default, Sublandlord shall have the\nfollowing remedies, in addition to all other rights and remedies provided by\nlaw, to which Sublandlord may resort cumulatively, or in the alternative:\n\n\n                                      -19-\n\n   20\n               (i)   Recovery of Rent. Sublandlord shall be entitled to keep\nthis Sublease in full force and effect (whether or not Subtenant shall have\nabandoned the Premises) and to enforce all of its rights and remedies under\nthis Sublease, including the right to recover rent and other sums as they become\ndue, plus interest at the Permitted Rate (as defined in Paragraph 31 below)\nfrom the due date of each installment of rent or other sum until paid.\n\n               (ii)  Termination. Sublandlord may terminate this Sublease by\ngiving Subtenant written notice of termination. On the giving of the notice all\nof Subtenant's rights in the Premises and the Excluded Area shall terminate.\nUpon the giving of the notice of termination, Subtenant shall surrender and\nvacate the Premises and the Excluded Area in the condition required by\nParagraph 32, and Sublandlord may reenter and take possession of the Premises\nand all the remaining improvements or property and eject Subtenant or any of\nSubtenant's subtenants, assignees or other person or persons claiming any right\nunder or through Subtenant or eject some and not others or eject none. This\nSublease may also be terminated by a judgment specifically providing for\ntermination. Any termination under this Paragraph shall not release Subtenant\nfrom the payment of any sum then due Sublandlord or from any claim for damages\nor rent previously accrued or then accruing against Subtenant. In no event\nshall any one or more of the following actions by Sublandlord constitute a\ntermination of this Sublease:\n\n                     (A) Maintenance and preservation of the Premises (or any\nother improvements, buildings, or structures located on the Excluded Area) or\nthe Excluded Area;\n\n                     (B) Efforts to relet the Premises;\n\n                     (C) Appointment of a receiver in order to protect\nSublandlord's interest hereunder;\n\n                     (D) Consent to any subletting of the Premises or any other\nbuildings, structures or improvements located thereon or assignment of this\nSublease by Subtenant, whether pursuant to provisions hereof concerning\nsubletting and assignment or otherwise; or\n\n                     (E) Any other action by Sublandlord or Sublandlord's\nagents intended to mitigate the adverse effects from any breach of this\nSublease by Subtenant.\n\n               (iii) Damages. In the event this Sublease is terminated pursuant\nto Subparagraph 14(b)(ii) above, or otherwise, Sublandlord shall be entitled to\ndamages in the following sums:\n\n                     (A) The worth at the time of award of the unpaid rent\nwhich has been earned at the time of termination; plus\n\n                     (B) The worth at the time of award of the amount by which\nthe unpaid rent which would have been earned after termination until the time\nof award exceeds the amount of such rental loss that Subtenant proves could\nhave been reasonably avoided; plus\n\n\n                                      -20-\n   21\n                     (C) The worth at the time of award of the amount by which\nthe unpaid rent for the balance of the term after the time of award exceeds the\namount of such rental loss that Subtenant proves could be reasonably avoided;\nand\n\n                     (D) Any other amount necessary to compensate Sublandlord\nfor all detriment proximately caused by Subtenant's failure to perform\nSubtenant's obligations under this Sublease, or which in the ordinary course of\nthings would be likely to result therefrom.\n\n                     (E) The \"worth at the time of award\" of the amounts\nreferred to in Subparagraphs (A) and (B) of this Subparagraph 14(b)(iii), is\ncomputed by allowing interest at the Permitted Rate. The \"worth at the time of\naward\" of the amounts referred to in Subparagraph (C) of this subparagraph\n14(b)(iii) is computed by discounting such amount at the discount rate of the\nFederal Reserve Board of San Francisco at the time of award plus one percent\n(1%). The term \"rent,\" as used in this Paragraph 14, shall include all sums\nrequired to be paid by Subtenant to Sublandlord pursuant to the terms of this\nSublease.\n\n          (c)  Sublandlord shall be in default under this Sublease hereunder if\nSublandlord breaches an agreement, or fails to perform an obligation required of\nSublandlord within ten (10) days after notice in the case of a monetary\nobligation, or thirty (30) days after notice in the case of a nonmonetary\nobligation; provided, however, that if the nature of a nonmonetary obligation of\nSublandlord is such that more than thirty (30) days are reasonably required for\nperformance, then Sublandlord shall not be in default if Sublandlord commences\nperformance within such thirty (30) day period and thereafter diligently\nprosecutes the same to completion.\n\n          If Sublandlord breaches any agreement in this Sublease or fails to\nmake any payment or perform any other act on its part to be performed under\nthis Sublease, provided that Subtenant has delivered to Sublandlord (and\nSublandlord's Lender, if required) written notice of such default and\nSublandlord (or Sublandlord's Lender, if required) has failed to cure such\ndefault within the time period required under this Section 14(c), Subtenant may\nmake such payment or cure such performance or breach to the extent Subtenant\ndeems desirable and, in connection therewith, pay reasonable expenses and\nemploy counsel. All sums reasonably advanced by Subtenant on Sublandlord's\nbehalf, any delinquent sums owed by Sublandlord to Subtenant under any\nprovision of this Sublease, and all penalties, interest and other costs in\nconnection therewith, including reasonable attorneys' fees and collection\ncosts, shall be due and payable by Sublandlord on written demand, together with\ninterest thereon from the date of delinquency at the Permitted Rate.\n\n     15.  Destruction.\n\n          (a)  Restoration or Maintain in Safe Condition. If the Premises or\nSubtenant Improvements is damaged by any peril after the Commencement Date of\nthis Sublease such that Subtenant cannot reasonably run its normal business\noperations in the Premises, Subtenant shall either (i) restore the same, or,\n(ii) as reasonably agreed upon by Sublandlord and Subtenant, either (A) remove\nthe Main Building and related leasehold improvements in accordance with the\nterms and conditions of Paragraph 32 hereof, and all Subtenant Improvements\n(except for those Subtenant Improvements described in subparagraphs (viii), (x)\nand (xvi) of Section 2(a)), or (B)\n\n\n                                      -21-\n   22\nplace the damaged improvements or Excluded Area, as the case may be, in safe\ncondition; provided, however, the Sublandlord's and Subtenant's election under\nclause (B) of the preceding sentence shall not be permitted unless the Sublease\nis terminated by Tenant pursuant to Subparagraph 15(b). If a Release of\nHazardous Materials is placed, stored, transported or used by Subtenant and\/or\nSubtenant's Agents in, on or about the Property occurs as a result of such\nperil, Subtenant shall investigate and clean up any contaminated soil and\/or\ngroundwater contaminated by such Release to levels established by all\nappropriate governmental agencies. All insurance proceeds available from the\nproperty damage insurance carried by Subtenant pursuant to Paragraph 9(c)(v) of\nthis Sublease shall be paid to and become the property of Subtenant. If this\nSublease is not terminated by Subtenant as provided in Subparagraph 15(b), then\nupon issuance of all necessary governmental permits, Subtenant shall either\ncommence and diligently prosecute to completion the restoration of the damaged\nPremises or Subtenant Improvements, to the extent then allowed by Law, to\nsubstantially the same condition in which the damaged Premises or Subtenant\nImprovements was immediately prior to such damage, or remove the rubble\ngenerated from such damage, if any, from the Excluded Area and cause such\nExcluded Area to be placed in a safe condition. In the event of such damage to\nthe Premises or the Subtenant Improvements, Sublandlord shall have no obligation\nto rebuild or restore the same (unless such damage was caused by the acts,\nnegligence or willful misconduct of Sublandlord) and Sublandlord shall have no\nobligation to rebuild or restore any trade fixtures and\/or personal property\nand\/or alterations, additions or other improvements constructed or installed by\nSubtenant in the Premises.\n\n     (b)  Subtenant's Right to Terminate. If the Premises or Subtenant\nImprovements, or any portion thereof, is damaged by any peril, then as soon as\nreasonably practicable, Subtenant shall obtain and deliver to Sublandlord an\nopinion of Subtenant's architect or construction consultant as to when the\nrestoration work may be completed. Subtenant shall have the option to terminate\nthis Sublease in the event any of the following occurs, which option may be\nexercised only by delivery to Sublandlord of a written notice of election to\nterminate within sixty (60) days after Subtenant receives from Sublandlord the\nestimate of the time needed to complete such restoration:\n\n          (i)  The Premises or Subtenant Improvements, or any portion thereof,\nis damaged by any peril and, in the reasonable opinion of Subtenant's\narchitect or construction consultant, the restoration of the damaged\nimprovements cannot be substantially completed within one hundred twenty (120)\ndays of the peril causing such damage.\n\n          (ii) The Premises or Subtenant Improvements is damaged by any peril\nwithin twelve (12) months of the last day of the Sublease Term, and, in the\nreasonable opinion of Subtenant's architect or construction consultant, the\nrestoration work cannot be substantially completed within the earlier of (1)\nninety (90) days after the date of such damage, or (2) sixty (60) days prior to\nthe expiration of the Sublease Term.\n\n     (c)  Abatement of Rent. In the event of damage to the Premises or\nSubtenant Improvements which does not result in the termination of this\nSublease, all Rentals shall be temporarily abated, but only to the extent such\namount is covered and paid for from the proceeds of business interruption\ninsurance carried by Subtenant, during the period of restoration, in proportion\nto the degree to which Subtenant's use of the Premises and Subtenant\nImprovements\n\n                                      -22-\n\n\n   23\nis impaired by such damage. All other Rentals due hereunder shall continue\nunaffected during such period. Subtenant shall not be entitled to any\ncompensation from Sublandlord for loss of Subtenant's property or leasehold\nimprovements or loss to Subtenant's business or income caused by such damage or\nrestoration. Subtenant hereby waives the provisions of Section 1932,\nSubdivision 2, and Section 1933, Subdivision 4, of the California Civil Code,\nand the provisions of any similar law, hereinafter enacted.\n\n     16.  Condemnation.\n\n          (a)  Definition of Terms.  For the purposes of this Sublease, the\nterm (1) \"Taking\" means a taking of the Premises or Excluded Area or damage to\nthe Premises related to the exercise of the power of eminent domain and\nincludes a voluntary conveyance, in lieu of court proceedings, to any agency,\nauthority, public utility, person or corporate entity empowered to condemn\nproperty; (2) \"Total Taking\" means the taking of the entire Premises or entire\nExcluded Area or so much of the Premises or Excluded Area as to prevent or\nsubstantially impair the use thereof by Subtenant for the uses herein\nspecified; (3) \"Partial Taking\" means a Taking which does not constitute a\nTotal Taking; (4) \"Date of Taking\" means the date upon which the title to the\nPremises or Excluded Area, or a portion thereof, passes to and vests in the\ncondemnor or the effective date of any order for possession if issued prior to\nthe date title vests in the condemnor; and (5) \"Award\" means the amount of any\naward made, consideration paid, 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\nSubtenant shall have no right to any Award except as set forth herein.\n\n          (c)  Total Taking.  In the event of a Total Taking during the term\nhereof, (1) the rights of Subtenant under the Sublease and the leasehold estate\nof Subtenant in and to the Premises and the Excluded Area (and the Subtenant\nImprovements) shall cease and terminate as of the Date of Taking; (2)\nSublandlord shall refund to Subtenant any prepaid rent; (3) Subtenant shall pay\nSublandlord any rent or charges due Sublandlord under the Sublease, each\nprorated as of the Date of Taking; (4) Subtenant shall satisfy all obligations\nof Sublandlord with respect to Subtenant's Use of Hazardous Materials, as may\nbe imposed by the condemning authority pursuant to such taking (provided that\nLessor or Sublandlord, as Lessor's agent, uses its good faith efforts to\ninclude Subtenant in any negotiations or discussions about the Total Taking\nwith the applicable authority); (5) Subtenant shall receive from the Award\nthose portions of the Award attributable to trade fixtures of Subtenant and for\nmoving expenses of Subtenant; and (6) the remainder of the Award shall be paid\nto and be the property of Sublandlord.\n\n          (d)  Partial Taking.  In the event of a Partial Taking during the\nterm hereof, (1) at Subtenant's election, either (A) the rights of Subtenant\nunder this Sublease and the leasehold estate of Subtenant in and to the portion\nof the Premises or Excluded Area taken shall cease and terminate as of the Date\nof Taking or (B) Subtenant may terminate this Sublease in accordance with\nSection 32; (2) from and after the Date of Taking the Monthly Installment of\nBasic Rent shall be an amount equal to the product obtained by multiplying the\nMonthly Installment of rent immediately prior to the Taking by a fraction, the\nnumerator of which is the number of square feet contained in the Premises after\nthe Taking and the denominator of which is the number of\n\n                                      -23-\n\n\n   24\nsquare feet contained in the Premises prior to the Taking; (3) Subtenant shall\nreceive from the Award the portions of the Award attributable to the Subtenant\nImprovements and other Subtenant trade fixtures of Subtenant; and (4) the\nremainder of the Award shall be paid to and be the property of Landlord and\nSublandlord. In the event of a Partial Taking, Subtenant shall, unless\nSubtenant elects to terminate this Sublease in accordance with Section 32\nhereof and to the extent solely from any severance award received by\nSublandlord, promptly commence repairing or restoring the Premises to an\narchitecturally completed unit and diligently prosecute such repair or\nrestoration to completion.\n\n     17.  Mechanics' Liens. Subtenant shall (A) pay for all labor and services\nperformed for, materials used by or furnished to, Subtenant or any contractor\nemployed by Subtenant with respect to the Premises or the Subtenant\nImprovements (or any leasehold improvements constructed or installed by or for\nSubtenant); (B) indemnify, defend, protect and hold Lessor and Sublandlord, the\nPremises and the Excluded Area harmless and free from any liens, claims,\nliabilities, demands, encumbrances, or judgments created or suffered by reason\nof any labor or services performed for, materials used by or furnished to,\nSubtenant or any contractor employed by Subtenant with respect to the Premises\n(and\/or any leasehold improvements constructed or installed by or for\nSubtenant); and (C) permit Sublandlord to post a notice of nonresponsibility in\naccordance with the statutory requirements of California Civil Code Section\n3094 or any amendment thereof. In the event Subtenant is required to post an\nimprovement bond with a public agency in connection with the above, Subtenant\nagrees to include Lessor and Sublandlord as an additional obligee.\n\n     18.  Inspection of the Premises. Subtenant shall permit Lessor,\nSublandlord and their respective agents to enter the Premises or Excluded Area\nat any reasonable time for the purpose of inspecting the same, protecting the\ninterests of Sublandlord in the Premises, performing Sublandlord's maintenance\nand repair responsibilities, if any (upon one (1) business day's prior notice\nexcept in an emergency), posting a notice of non-responsibility for\nalterations, additions or repairs, posting a \"For Sale\" sign or signs, and at\nany time within nine (9) months prior to expiration of this Sublease, to place\nupon the Premises or Excluded Area, ordinary \"For Sublease\" signs. Sublandlord\nshall have the right to use any and all reasonable means under the circumstance\nto open the doors in an emergency in order to obtain entry to the Premises, and\nany entry to the Premises obtained by Sublandlord in an emergency shall not\nunder any circumstances be deemed to be a forcible or unlawful entry into, or a\ndetainer of, the Premises, or any eviction of Subtenant from the Premises.\n\n     19.  Compliance With Laws. Subtenant covenants and agrees to conform and\ncomply with all Laws and with all requirements of any public body or officers\nhaving jurisdiction over the Premises and with the requirements or regulations\nof any Board of Fire Underwriters or insurance company insuring the Premises,\nall at Subtenant's own expense without reimbursement from Sublandlord.\nSubtenant need not, however, comply with any such Law or requirement of public\nauthority so long as Subtenant shall be contesting the validity thereof, or the\napplicability thereof to the Premises.\n\n     20.  Subordination. This Sublease is subject and subordinate to any and\nall underlying leases, deeds of trust, assignments of leases and rents or other\nsecurity instruments existing as of the date of execution of this Sublease and\ndisclosed to Subtenant or which hereafter may be made\n\n\n                                      -24-\n   25\nand\/or to any renewal, modification, replacement, extension or expansion\nhereafter or any consolidation or spreader thereof theretofore or hereinafter\nmade (collectively, a \"Security Instrument\"); provided, however, that\nnotwithstanding any provisions with respect to the subordination of this\nSublease to any Security Instrument which now exists or may hereafter be made or\nto any renewal, modification, replacement or extension hereafter of any Security\nInstrument, or to any consolidation or spreader of any Security Instrument,\nheretofore or hereafter made, any such subordination is subject to the express\nconditions that so long as this Sublease is in full force and effect and no\nEvent of Default by Subtenant exists under this Sublease, (a) Subtenant shall\nnot be evicted from the Premises or the Excluded Area, nor shall Subtenant's\ncontinuing use and occupancy of the Premises or the Excluded Area be\ninterrupted, restricted or impaired, nor shall any of Subtenant's rights under\nthis Sublease be affected in any way by reason of any default under such\nSecurity Instrument; and (b) Subtenant's leasehold estate under the Sublease\nshall not be terminated or disturbed by reason of any default under such\nSecurity Instrument which does not arise from a default by Subtenant hereunder,\nand this Sublease and Subtenant's rights hereunder, including any rights of\noffset, shall be recognized by the lender or Lessor.\n\n          Sublandlord agrees to procure, execute and deliver to Subtenant and\nSubtenant agrees to execute the same, all concurrently with the execution of\nthis Sublease, the written agreement of Lessor and Agent, on behalf of each\nLender, substantially in the form of Exhibit \"C\" attached hereto (the \"SNDA\").\nIn the event of a default under any Security Instrument, Subtenant shall become\na subtenant of and attorn to the successor-in-interest to Sublandlord upon the\nsame terms and conditions contained in this Sublease and shall execute any\ninstrument reasonably required by Sublandlord's successor for that purpose\nprovided such successor in interest assumes the Sublandlord's obligations under\nthis Sublease accruing from and after the date such party becomes the successor\nin interest. Subtenant shall also, upon written request of Sublandlord, execute\nand deliver all instruments as may be reasonably required from time to time to\nsubordinate the rights of Subtenant under this Sublease to any underlying lease\nor any deed of trust (provided that such instruments include the nondisturbance\nand attornment provisions set forth above).\n\n          If the SNDA is not tendered to Subtenant, in addition to any other\nrights and remedies available to Subtenant, Subtenant may, at its option, cancel\nthis Sublease on the date ten (10) days following such notice, and the Sublease\nand the term and estate hereby granted shall then terminate at noon of such\ncancellation date as if such cancellation date were the expiration date, unless\nall of such agreements shall have been tendered meanwhile. Upon any such\ncancellation, Sublandlord shall pay no further obligation to Subtenant hereunder\nexcept to return any moneys theretofore paid by Subtenant to Sublandlord as Rent\nunder this Sublease.\n\n     21.  Notices. Any notice required or desired to be given under this\nSublease shall be in writing with copies directed as below and shall be\npersonally served or given by mail. Any notice given by mail shall be deemed to\nhave been given when seventy-two (72) hours have elapsed from the time such\nnotice was deposited in the United States mails, certified and postage prepaid,\nreturn receipt requested, addressed to the party to be served with a copy as\nindicated herein at the last address given by that party to the other party\nunder the provisions of this paragraph. At the date of execution of this\nSublease, the address of Sublandlord is:\n\n\n                                      -25-\n   26\n               Veritas Software Corporation\n               1600 Plymouth Street\n               Mountain View, California 94043\n               Attn: Jay Jones\n\n          with a copy to:\n\n               Brobeck, Phleger &amp; Harrison LLP\n               550 West \"C\" Street, Suite 1300\n               San Diego, California 92101\n               Attn: Todd Anson, Esq.\n\nand the address of Subtenant is:\n\n               Fairchild Semiconductor Corporation of California\n               333 Western Avenue\n               South Portland, ME 04106\n               Attn: Dan Boxer, Esq.\n\n          with a copy to:\n\n               Berliner Cohen\n               10 Almaden Blvd., Suite 1100\n               San Jose, CA. 95113\n               Attn: Sam Farb\n\n     22.  Attorney's Fees. In the event either party shall bring any action or\nlegal proceeding for damages for any alleged breach of any provision of this\nSublease, to recover rent or possession of the Premises or the Excluded Area, to\nterminate this Sublease, or to enforce, interpret, protect or establish any term\nor covenant of this Sublease or right or remedy of either party, the prevailing\nparty shall be entitled to recover as a part of such action or proceeding,\nreasonable attorneys' fees and court costs, including reasonable attorneys' fees\nand costs for appeal, as may be fixed by the court or jury. The term \"prevailing\nparty\" shall mean the party who received substantially the relief requested,\nwhether by settlement, dismissal, summary judgment, judgment, or otherwise.\n\n     23.  Subleasing and Assignment.\n\n     (a)  Sublandlord's Consent Required. Subtenant's interest in this Sublease\nis not assignable, by operation of law or otherwise (except as may be required\nfor security purposes), nor shall Subtenant have the right to sublet the\nPremises or the Excluded Area, transfer any interest of Subtenant therein or\npermit any use of the Premises by another party, without the prior written\nconsent of Lessor and Sublandlord to each such assignment, subletting, transfer\nor use, which consent Sublandlord may withhold in its sole discretion. A consent\nto one assignment, subletting, occupancy or use by another party shall not be\ndeemed to be a consent to any subsequent assignment, subletting, occupancy or\nuse by another party. Any assignment or\n\n\n                                      -26-\n   27\nsubletting without such consent shall be void and shall, at the option of\nSublandlord, terminate this Sublease.\n\n          Lessor's or Sublandlord's waiver or consent to any assignment or\nsubletting hereunder shall not relieve Subtenant from any obligation under this\nSublease unless the consent shall so expressly provide in writing.\n\n          (b)  Transfers to an Affiliate. Notwithstanding the foregoing,\nSubtenant may, without Lessor's or Sublandlord's prior written consent, assign\nits interest in the Sublease or sublet the Premises or Excluded Area, or a\nportion thereof to (i) a subsidiary, affiliate, division or corporation\ncontrolled by or under common control with Subtenant; provided that (a)\nSublandlord receives written notice of the name and address of the proposed\ntransferee, (b) the transferee assumes the obligations of the Subtenant under\nthis Sublease in a written instrument, in form and substance reasonably\nsatisfactory to Sublandlord, which shall be delivered to Sublandlord as a\ncondition precedent to the effectiveness of such assignment; and (c) the\ntransferor tenant remains liable as a primary obligor for the obligations of\nSubtenant under this Sublease.\n\n     24.  Successors. The covenants and agreements contained in this Sublease\nshall be binding on the parties hereto and on their respective heirs,\nsuccessors and assigns (to the extent the Sublease is assignable).\n\n     25.  Mortgagee Protection. In the event of any default on the part of\nSublandlord, Subtenant 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 previously furnished to Subtenant. So\nlong as such beneficiary or mortgagee is making reasonable efforts to cure the\ndefault, including, but not limited to, obtaining possession of the Premises\nby power of sale or judicial foreclosure, if such should prove necessary to\neffect a cure, Subtenant shall not have the right to terminate this Sublease.\n\n     26.  Estoppel Certificate. Subtenant agrees within fifteen (15) business\ndays following reasonable request by Sublandlord to execute and deliver to\nSublandlord any documents, including estoppel certificates presented to\nSubtenant by Sublandlord, (1) certifying that this Sublease is unmodified and\nin full force and effect and the date to which the rent and other charges are\npaid in advance, if any, and (2) acknowledging that there are not, to\nSubtenant's knowledge, any uncured defaults on the part of Sublandlord\nhereunder, or specifying the defaults, if any, and (3) evidencing the status of\nthe Sublease as may be required either by a Lender making a loan or any other\nadvance to Sublandlord to be secured by a deed of trust or mortgage covering\nthe Premises or a purchaser of the Premises from Sublandlord.\n\n     27.  Surrender of Sublease Not Merger. The voluntary or other surrender of\nthis Sublease by Subtenant, or a mutual cancellation thereof, shall not work a\nmerger and shall, at the option of Sublandlord, terminate all or any existing\nsubleases or subtenants, or operate as an assignment to Sublandlord of any or\nall such subleases or subtenants.\n\n     28.  Waiver. The waiver by Sublandlord or Subtenant of any breach of any\nterm, covenant or condition herein contained shall not be deemed to be a waiver\nof such term, covenant\n\n\n                                      -27-\n   28\nor condition or any subsequent breach of the same or any other term, covenant\nor condition herein contained. Any waiver shall be in writing and signed by\nboth Sublandlord and Subtenant.\n\n     29.  General.\n\n          (a)  Captions.  The captions and Paragraph headings used in this\nSublease are for the purposes of convenience only. They shall not be construed\nto limit or extend the meaning of any part of this Sublease, or be used to\ninterpret specific sections. The word(s) enclosed in quotation marks shall be\nconstrued as defined terms for purposes of this Sublease. As used in this\nSublease, the masculine, feminine and neuter and the singular or plural number\nshall each be deemed to include the other whenever the context so requires.\n\n          (b)  Time of Essence.  Time is of the essence for the performance of\neach term, covenant and condition of this Sublease.\n\n          (c)  Severability.  In case any one or more of the provisions\ncontained herein, except for the payment of rent, shall for any reason be held\nto be invalid, illegal or unenforceable in any respect, such invalidity,\nillegality or unenforceability shall not affect any other provision of this\nSublease, but this Sublease shall be construed as if such invalid, illegal or\nunenforceable provision had not been contained herein. This Sublease shall be\nconstrued and enforced in accordance with the laws of the State of California.\n\n          (d)  Quiet Enjoyment.  Upon Subtenant paying the rent for the\nPremises (and the use of the Excluded Area) observing and performing all of the\ncovenants, conditions and provisions on Subtenant's part to be observed and\nperformed hereunder, Subtenant shall have quiet possession of the Premises (and\nthe use of the Excluded Area) for the entire term hereof subject to all of the\nprovisions of this Sublease.\n\n          (e)  Law.  As used in this Sublease, the term \"Law\" or \"Laws\" shall\nmean any judicial decision, statute, constitution, ordinance, resolution,\nregulation, rule, administrative order, or other requirement of any government\nagency or authority having jurisdiction over the parties to this Sublease or\nthe Premises or both, in effect at the Commencement Date of this Sublease or\nany time during the Sublease Term, including, without limitation, any\nregulation, order, or policy of any quasi-official entity or body (e.g., board\nof fire examiners, public utility or special district).\n\n          (f)  Agent.  As used in this Sublease, the term \"Agent\" shall mean,\nwith respect to either Sublandlord, Subtenant or any Lender, its respective\nagents, employees, contractors (and their subcontractors), and invitees (and in\nthe case of subtenant, its subtenants).\n\n          (g)  Lender.  As used in this Sublease, the term \"Lender\" shall mean\nany beneficiary, mortgagee, secured party or other holder of any Security\nInstrument.\n\n     30.  Sign.  Subtenant shall have the right at its cost to maintain its name\non signage within or on the Premises or on the Excluded Area, provided any such\nsignage placed by Subtenant on the Main Building or on the Excluded Area shall\nbe in compliance with all applicable laws, ordinances, rules and regulations.\n\n                                      -28-\n\n   29\n     31.  Interest on Past Due Obligations. Any Monthly Installment of Rent due\nfrom Subtenant, or any other sum due under this Sublease from Subtenant, which\nis received by Sublandlord after the date ten (10) days following the date\nwritten notice is given by Sublandlord to Subtenant that such sum has not been\npaid when due, shall bear interest from said due date until paid, at an annual\nrate equal to the greater of (the \"Permitted Rate\"): (1) ten percent (10%); or\n(2) five percent (5%) plus the rate established by the Federal Reserve Bank of\nSan Francisco, as of the twenty-fifth (25th) day of the month immediately\npreceding the due date, on advances to member banks under Sections 13 and 13(a)\nof the Federal Reserve Act, as now in effect or hereafter from time to time\namended. Payment of such interest shall not excuse or cure any default by\nSubtenant. In addition, Subtenant shall pay all costs and attorneys' fees\nincurred by Sublandlord in collection of such amounts.\n\n     32.  Surrender of the Premises.\n\n          (a) Removal of Property. On the last day of the Sublease Term, or on\nthe sooner termination of this Sublease, Subtenant shall surrender the Premises\nand the Excluded Area to Sublandlord in their then existing condition existing\nexcept as otherwise provided in this Paragraph 32. Not later than the\nexpiration or earlier termination of the Sublease Terms, Subtenant shall remove\nall of Subtenant's personal property and trade fixtures (including, without\nlimitation, all machinery and equipment) from the Main Building, and all\nproperty not so removed shall be deemed abandoned by Subtenant and may be\nremoved by Sublandlord at Subtenant's sole cost and expense. Anything herein to\nthe contrary notwithstanding, at the expiration or earlier termination of the\nSublease Term, Subtenant shall not be obligated to remove from the Excluded\nArea any \"Remediation Equipment\" as such term is defined in that certain Grant\nof Easements, Restriction and Indemnity Agreement dated December 24, 1997,\nexecuted by Raytheon Semiconductor, Inc., a Delaware corporation, as grantor,\nand Raytheon Company, as grantee, and recorded in the Official Records of Santa\nClara County on December 30, 1997, as Document No.: 13994862 (the \"Easements\nAgreement\").\n\n          (b)  Demolition of Main Building and Related Improvements.\n\n               (i)  The parties hereto agree that Subtenant shall (A) complete\nthe demolition of the Main Building and related structures and improvements\nincluding, without limitation, the Subtenant Improvements (except for those\nitems set forth in subparagraphs (viii), (x) and (xvi) of Paragraph 2(a) of\nthis Sublease) on the Excluded Area and the Main Building foundation, (B)\ncomplete, at Subtenant's cost, the remediation of any contaminated soil\nunderlying the Main Building or related improvements (as further discussed in\nParagraph 32(d) below) either (i) to levels at or below the cleanup level or\nstandards established by the United States Environmental Protection Agency\nRecord of Decision for the Raytheon facility, or (ii) to levels acceptable to\nthe environmental agency or agencies having jurisdiction over such cleanup or\nremediation (such levels described in clauses (i) or (ii) above being referred\nto hereinafter as the \"Soil Remediation Standard\") and (C) obtain, at\nSubtenant's cost, an \"environmental closure\" pertaining to the operations of\nSubtenant within the Main Building and related facilities, as required by all\napplicable governmental agencies having jurisdiction over such closure (the\nitems set forth in subparagraphs (A), (B) and (C) of this subparagraph are\ncollectively referred to as the \"Demolition\") on or before January 1, 2001\n(such date is referred to herein as the \"Departure Deadline\"), without any\nliability of Sublandlord or Lessor, as the case may be, for overtime or \n\n\n                                      -29-\n   30\nadditional labor resulting from Subtenant's failure, if applicable, to\ncorrectly estimate the time necessary for completion of the Demolition. For\npurposes of this Paragraph 32(b), Subtenant shall be deemed to have completed\nthe soil contamination remediation referred to above, if applicable, at such\ntime as (Y) Subtenant's environmental consultant overseeing such remediation\nconfirms or states in writing that soil contamination under the Main Building,\nif any, has been remediated to levels that meet the Soil Remediation Standard,\nor (Z) Subtenant causes, at Subtenant's cost, an environmental assessment of\nthe soil under the demolished Main Building to be performed by an environmental\nconsultant and such assessment indicates that the soil under the demolished\nMain Building and related improvements does not contain Hazardous Materials in\nviolation of the Soil Remediation Standard. The environmental consultant\nreferred to in the preceding sentence shall be selected by Subtenant and\napproved by Sublandlord and Lessor, which approval shall not be unreasonably\nwithheld. Sublandlord and Lessor shall approve or disapprove of the\nenvironmental consultant selected by Subtenant within five (5) days of receipt\nof such contractor's identity as well as written information about the\ncontractor's experience and credentials. If Sublandlord or Lessor fail to\ndisapprove such contractor within such five (5) day period, Sublandlord and\nLessor shall be deemed to have approved such contractor. Any report prepared by\nsuch contractor shall be addressed to the Financing Parties. Alternatively,\nsuch contractor shall provide the Financing Parties with a signed statement\nthat they may rely on such report.\n\n          (ii)  Subtenant shall use commercially reasonable efforts to complete\nthe Demolition in an expeditious manner following the expiration or earlier\ntermination of the Sublease Term in order to permit Sublandlord or Lessor, as\nthe case may be, to commence development of the Excluded Area. Sublandlord, in\nits own capacity or as construction agent of Lessor, agrees to reasonably\ncooperate with Subtenant in Subtenant's efforts to cause the applicable\ngovernmental agency or agencies to respond in a timely manner to Subtenant's\nplan for removal of any contaminated soil from under the Main Building or the\nrelated improvements. Sublandlord and Lessor agree to reasonably cooperate with\nSubtenant with regard to the Demolition and not to unreasonably interfere with,\ndelay or impair Subtenant's efforts to complete the demolition in an expeditious\nmanner. If, however, Subtenant fails to complete the Demolition on or before the\nDeparture Deadline, then Subtenant shall pay to Sublandlord, as Sublandlord's\nsole and exclusive remedy for such delay in the completion of the Demolition,\nliquidated damages in a per day amount equal to the Monthly Installment of rent\npaid by Subtenant for the month immediately preceding the expiration or earlier\ntermination of the Sublease Term divided by thirty (30) for each day from and\nafter the Departure Deadline until the Demolition is completed. Nothing within\nthe preceding sentence shall preclude Sublandlord or Lessor from exercising any\nrights or remedies against Subtenant under the Purchase Agreement (to the extent\nsuch remedies survive the close of escrow thereunder) or that certain\nEnvironmental Indemnity Agreement by and between Sublandlord and Subtenant (the\n\"Indemnity Agreement\").\n\n          (iii) Notwithstanding the provisions of subparagraph 32(b)(ii) above,\nif Subtenant fails to complete the Demolition on or before the Departure\nDeadline due to Subtenant's failure to use commercially reasonable efforts to\ncomplete the Demolition in an expeditious manner, Subtenant shall pay\nSublandlord, as Sublandlord's sole and exclusive remedy for Subtenant's failure\nto complete the Demolition on or before the Departure Deadline,\n\n\n                                      -30-\n   31\nliquidated damages in the amount of Seven Thousand Five Hundred Dollars\n($7,500) per day for each day that Subtenant fails to complete the Demolition\nby or after the Departure Deadline due to Subtenant's breach of its obligation\nunder the first sentence of subparagraph 32(b)(ii). Nothing within the\npreceding sentence shall preclude Sublandlord from exercising any remedies\nagainst Subtenant under the Purchase Agreement (to the extent such remedies\nsurvive the close of escrow thereunder) or the Indemnity Agreement.\nNotwithstanding the foregoing, Subtenant shall only be obligated to pay\nliquidated damages in the amount set forth in this subparagraph\n32(b)(iii)(instead of the amount set forth in subparagraph 32(b)(ii) above) for\neach day after the Departure Deadline that the Demolition has not been\ncompleted and Sublandlord or Lessor, as the case may be, is ready to commence\ngrading or the construction of improvements on the Excluded Area or any portion\nthereof; provided, however, that if the condition of the Excluded Area prevents\nor delays the Sublandlord's ability to commence grading or construction\nthereon, the condition set forth in this sentence shall not apply.\n\n               (iv) The parties hereto acknowledge and agree that Sublandlord's\ncarrying costs, lost opportunity costs and other expenses incurred by\nSublandlord as a result of not having full and unrestricted access to the\nExcluded Area by the Departure Deadline are impracticable or extremely\ndifficult to ascertain. The parties hereto agree that the amounts of liquidated\ndamages set forth in subparagraph 32(b)(ii) and 32(b)(iii) are reasonable\nestimates of the damages that will be incurred by Sublandlord in the event\nSubtenant is not able to complete the Demolition by the Departure Deadline. By\nexecuting this paragraph below, the parties hereto agree to the provisions of\nthese liquidated damages provisions.\n\n          Subtenant: [INIT]             Sublandlord:\n                    --------                        --------\n\n          (c)  Remediation of Contaminated Soil. If contaminated soil is\ndiscovered under the approximately 119,000 square foot Main Building and\/or\nrelated improvements following the demolition of the same by Subtenant, then\nsuch contaminated soil shall not be treated or remediated by Subtenant on the\nExcluded Area after the Departure Deadline. If Subtenant has not disposed of or\nremediated any such contaminated soil underlying the Main Building and\/or\nrelated improvements by the Departure Deadline, then Subtenant agrees to\ndispose or treat, or cause to be disposed or treated, such soil contamination\noff-site at a registered hazardous waste disposal site (if legally required) or\noff-site as required by applicable environmental Laws, with Subtenant or\nRaytheon Company named on all permits and manifests with respect to such\ncontaminated soil as the party responsible for such disposal or treatment\n(i.e., the generator). Sublandlord acknowledges and agrees that if contaminated\nsoil is discovered under the Main Building and\/or related improvements\nfollowing the demolition of such Main Building and related improvements, and if\nSubtenant reasonably believes that Raytheon Company is responsible for the\nclean up or remediation of such contaminated soil (or for the cost of clean up\nor remediation), then Subtenant will promptly notify Raytheon Company of such\ncontamination and request that Raytheon Company undertake the disposal or\ntreatment of such contaminated soil as provided above. Subtenant shall have no\nliability to Sublandlord or Lessor for the clean up or remediation of such\ncontaminated soil if Raytheon Company accepts responsibility for the clean up\nor remediation of such contaminated soil in accordance with the terms set forth\nabove and disposes of or treats such contamination such that it is removed or\nremediated in accordance with applicable environmental laws and regulations by\nthe Departure\n\n\n                                      -31-\n   32\nliquidated damages in the amount of Seven Thousand Five Hundred Dollars\n($7,500) per day for each day that Subtenant fails to complete the Demolition\nby or after the Departure Deadline due to Subtenant's breach of its obligation\nunder the first sentence of subparagraph 32(b)(ii). Nothing within the\npreceding sentence shall preclude Sublandlord from exercising any remedies\nagainst Subtenant under the Purchase Agreement (to the extent such remedies\nsurvive the close of escrow thereunder) or the Indemnity Agreement.\nNotwithstanding the foregoing, Subtenant shall only be obligated to pay\nliquidated damages in the amount set forth in this subparagraph 32(b)(ii)\n(instead of the amount set forth in subparagraph 32(b)(ii) above) for each day\nafter the Departure Deadline that the Demolition has not been completed and\nSublandlord or Lessor, as the case may be, is ready to commence grading or the\nconstruction of improvements on the Excluded Area or any portion thereof;\nprovided, however, that if the condition of the Excluded Area prevents or\ndelays the Sublandlord's ability to commence grading or construction thereon,\nthe condition set forth in this sentence shall not apply.\n\n               (iv) The parties hereto acknowledge and agree that Sublandlord's\ncarrying costs, lost opportunity costs and other expenses incurred by\nSublandlord as a result of not having full and unrestricted access to the\nExcluded Area by the Departure Deadline are impracticable or extremely\ndifficult to ascertain. The parties hereto agree that the amounts of liquidated\ndamages set forth in subparagraph 32(b)(ii) and 32(b)(iii) are reasonable\nestimates of the damages that will be incurred by Sublandlord in the event\nSubtenant is not able to complete the Demolition by the Departure Deadline. By\nexecuting this paragraph below, the parties hereto agree to the provisions of\nthese liquidated damages provisions.\n\n     Subtenant:                              Sublandlord: \/s\/ [INITIALS]\n               -------------------                       -------------------\n\n          (c)  Remediation of Contaminated Soil. If contaminated soil is\ndiscovered under the approximately 119,000 square foot Main Building and\/or\nrelated improvements following the demolition of the same by Subtenant, then\nsuch contaminated soil shall not be treated or remediated by Subtenant on the\nExcluded Area after the Departure Deadline. If Subtenant has not disposed of or\nremediated any such contaminated soil underlying the Main building and\/or\nrelated improvements by the Departure Deadline, then Subtenant agrees to\ndispose or treat, or cause to be disposed or treated, such soil contamination\noff-site at a registered hazardous waste disposal site (if legally required) or\noff-site as required by applicable environmental Laws, with Subtenant or\nRaytheon Company named on all permits and manifests with respect to such\ncontaminated soil as the party responsible for such disposal or treatment\n(i.e., the generator). Sublandlord acknowledges and agrees that if contaminated\nsoil is discovered under the main building and\/or related improvements\nfollowing the demolition of such Main Building and related improvements, and if\nSubtenant reasonably believes that Raytheon Company is responsible for the\nclean up or remediation of such contaminated soil (or for the cost of clean up\nor remediation), then Subtenant will promptly notify Raytheon Company of such\ncontamination and request that Raytheon Company undertake the disposal or\ntreatment of such contaminated soil as provided above. Subtenant shall have no\nliability to Sublandlord or Lessor for the clean up or remediation of such\ncontaminated soil if Raytheon Company accepts responsibility for the clean up\nor remediation of such contaminated soil in accordance with the terms set forth\nabove and disposes of or treats such contamination such that it is removed or\nremediated in accordance with applicable environmental laws and regulations by\nthe Departure\n\n\n                                      -31-\n   33\nDeadline. The parties agree that any contaminated soil discovered under the Main\nBuilding or the related improvements shall be remediated or treated by\nSubtenant, at Subtenant's sole cost (except as set forth in the preceding\nsentence), to levels that meet the Soils Remediation Standard. Subtenant shall\nnot be obligated to remove any contaminated soil or other Hazardous Materials\ndiscovered under the Main Building or related improvements (or on or under the\nExcluded Area) if the same is remediated or treated to levels that meet the Soil\nRemediation Standard.\n\n          (d)  Costs of Demolition.\n\n               (i)  Prior to vacating the Main Building (which shall occur not\nlater than December 31, 2000), Subtenant shall contract with a licensed\ncontractor to demolish, at Lessor's cost (to the extent the funding requirements\nset forth in that certain Participation Agreement dated April __, 1999 among\nLessor, Sublandlord and others (the \"Participation Agreement\") and that certain\nAgency Agreement dated April __, 1999 between Lessor and Sublandlord (the\n\"Agency Agreement\") are satisfied, the Main Building (and certain related\nstructures and improvements located on the Excluded Area), including, without\nlimitation, the foundation of the Main Building. If the funding requirements set\nforth in the Participation Agreement and the Agency Agreement are not satisfied,\nthe items identified in the preceding sentence as being at Lessor's costs shall\nbe at Sublandlord's cost. Subtenant shall have the right to select the\ncontractor to perform such demolition work. The contractor shall be selected\nthrough a bid process in which Subtenant shall obtain bids from not less than\nthree licensed contractors selected by Subtenant and approved by Sublandlord, as\nLessor's agent, which such approval shall not be unreasonably withheld. Based on\nsuch bids and any other information that the Subtenant may reasonably consider,\nSubtenant shall select the contractor to perform the demolition and such\ncontractor selected by Subtenant shall be subject to the approval of\nSublandlord and Lessor (which such approval shall not be unreasonably\nwithheld). Subtenant's contract with such contractor shall contain terms that\nare commercially reasonable for such a contract. Sublandlord and Lessor shall\nprovide the approvals or disapprovals set forth in this subparagraph within\nfive (5) days of receipt of the information about the contractors selected by\nSubtenant to make bids or the bids and the identity of the contractor selected\nby Subtenant to perform the work. If Sublandlord or Lessor fails to disapprove\nsuch contractor(s) within such five (5) day period, Sublandlord and Lessor\nshall be deemed to have approved such contractor(s). If Sublandlord or Lessor\nreasonably disapproves any bidders or contractor selected by Subtenant, then,\nconcurrently with notifying Subtenant of its disapproval, Sublandlord or\nlessor, as the case may be, shall provide Subtenant in writing with the name,\naddress and telephone number of a replacement bidder or contractor, as the case\nmay be, acceptable to Sublandlord and Lessor.\n\n          (ii) Lessor shall pay (to the extent the funding requirements set\nforth in the Participation Agreement and the Agency Agreement are satisfied)\none hundred percent (100%) of the cost of demolishing and removing from the\nProperty the Main Building and related structures and improvements located on\nthe Excluded Area, including the foundation of the Main Building (and the cost\nof removing such demolished Main Building, foundations, structures and\nimprovements from the Property). If the funding requirements set forth in the\nParticipation Agreement and the Agency Agreement are not satisfied, the items\nidentified in the preceding sentence as being paid by Lessor shall be paid by\nSublandlord, except as set forth below. Notwithstanding the foregoing,\nSubtenant shall be responsible for (A) the cost of \n\n\n\n                                      -32-\n\n   34\nremoval of any Hazardous Materials, including asbestos, located within the Main\nBuilding, (B) the cost of removal (or remediation as provided above) in\ncompliance with applicable Laws of any asbestos or other Hazardous Materials\nlocated under the Main Building to levels that meet the Soils Remediation\nStandard (except Subtenant shall not be responsible hereunder for removal of any\ngroundwater contamination under the Main Building) and (C) the cost of\ndemolishing\/removing the improvements constructed after the Commencement Date of\nthis Sublease by or on behalf of Subtenant identified in Paragraph 13(a) above.\nThe cost to be borne by Lessor (the \"Cost to Lessor\") (to the extent the funding\nrequirements set forth in the Participation Agreement and the Agency agreement\nare satisfied) for demolishing the Main Building and related structures and\nimprovements on the Excluded Area shall be net of the cost of health and safety\nplans and procedures incurred by Subtenant and\/or Subtenant's affiliates,\nagents, employees or contractors for demolition and removal of the improvements,\nand the cost of protective measures for construction workers incurred by\nSubtenant and\/or Subtenant's affiliates, agents, employees or contractors\nrelating to any Hazardous Materials within or under the Main Building, which\nshall be at Subtenant's (or Raytheon's) cost. If the funding requirements set\nforth in the Participation Agreement and the Agency Agreement are not satisfied,\nthe items identified in the preceding sentence as being at Lessor's costs of\nDemolition shall be borne by Subtenant.\n\n          (iii)  Upon Sublandlord's selection of a contractor, Sublandlord shall\ncause Lessor (to the extent the funding requirements set forth in the\nParticipant Agreement and the Agency Agreement are satisfied) to deposit into an\ninterest bearing escrow account as quickly as practicable under the Financing\nDocuments, but in no event more than forth (40) days after Sublandlord's\napproval of the contractor as set forth in subparagraph 32(d)(ii) above, an\namount equal to such contractor's estimated Cost to Lessor. If Sublandlord or\nLessor fails to cause such amount to be deposited into the escrow account as\nprovided herein, Subtenant shall not be required to demolish the Main Building\nand related improvements or remediate any soil contamination under the Main\nBuilding, if any, or remove any asbestos from the Main Building or any of the\nrelated improvements. Upon Subtenant's submission to the escrow holder of\nreasonably detailed documentation with respect to costs actually incurred with\nrespect to the Demolition which are Costs to Lessor, the escrow holder shall\npromptly disburse from the escrow account to Subtenant or Subtenant's designees\nfunds sufficient to pay such Costs to Lessor. In the event the total Costs to\nLessor are less than the amount held in escrow, all remaining amounts held in\nthe escrow account shall be returned to Sublandlord, as agent for Lessor. In the\nevent the total Costs to Lessor exceed the amount held in escrow, Lessor shall\npromptly reimburse Subtenant (to the extent the funding requirements set forth\nin the Participation Agreement and the Agency Agreement are satisfied) such\nadditional costs. If the funding requirements set forth in the Participation\nAgreement and the Agency Agreement are not satisfied, the items identified in\nthe preceding sentence as being reimbursed by Lessor shall be reimbursed by\nSublandlord.\n\n          (vi)  The parties hereto agree that Subtenant or Raytheon Company\nshall be identified as the party responsible for the proper disposal of any\nHazardous Materials within the Main Building (e.g., asbestos) or contaminated\nsoil to be removed from the Excluded Area as part of the demolition and removal\nobligations referred to in this paragraph, and in the \n\n                                      -33-\n\n   35\nevent Subtenant or Raytheon Company fails to timely and completely perform such\nasbestos and contaminated soil removal or remediation as provided above,\nSublandlord, in addition to Sublandlord's other remedies under this Sublease,\nmay, as Lessor's agent, elect to do so (with Subtenant named on all permits and\nmanifests relating to such asbestos and contaminated soil removal) and, in such\nevent, Subtenant shall reimburse, or cause Raytheon Company to reimburse,\nLessor for its reasonable costs incurred in removing such asbestos and\ncontaminated soil from or under the Main Building and related structures as\nprovided above. Such reimbursement shall be required to be made within thirty\n(30) days following receipt of a written notice or statement setting forth in\nreasonable detail such costs to be reimbursed.\n\n          (e)  Relocation of Remediation Well Sites and Equipment. Subtenant\nagrees to reasonably cooperate with Sublandlord, as Lessor's agent, promptly to\nengineer and relocate, on Sublandlord's reasonable request and at Subtenant's\ncost, any existing soil or water remediation well sites and equipment (as\nfurther set forth in Section 9.1(g) of the Purchase Agreement) which Subtenant\nis not required to remove pursuant to Paragraph 32 herein. Sublandlord agrees\nto reasonably cooperate with Subtenant with respect to the engineering and\nrelocation of such items. Such cooperation shall include, without limitation,\nthe prompt delivery to Subtenant of any development plans for the Property and\nSublandlord's participation in good faith and timely discussions with Subtenant\nregarding the relocation of such items.\n\n          (f)  Survival. The obligations of Lessor, Subtenant and Sublandlord\nunder this Paragraph 32 shall survive the expiration or earlier termination of\nthis Sublease.\n\n     33.  Authority. The undersigned parties hereby warrant that they have\nproper authority and are empowered to execute this Sublease on behalf of\nSublandlord and Subtenant, respectively.\n\n     34.  Brokers. Sublandlord and Subtenant each represent and warrant to the\nother that it has not dealt with any broker respecting this transaction other\nthan Cornish &amp; Carey Commercial (\"C&amp;C\"); however, no commission shall be owing\nto C&amp;C based on the parties hereto entering into this Sublease. Each party\nhereto agrees to indemnify and hold the other harmless from and against\ndamages, losses, liabilities, claims, demands, costs or expenses suffered or\nincurred by the other in the event of any breach by such party of any\nrepresentation, warranty or covenant set forth in this Paragraph 34.\n\n     35.  Consent. Wherever in this Sublease it is provided that either party\nshall not unreasonably withhold consent or approval, such consent or approval\n(collectively referred to as \"consent\") shall also not be unreasonably\nwithheld, conditioned or delayed. If a party considers that the other party has\nunreasonably withheld or delayed a consent, it shall so notify the other party\nwithin ten (10) days after receipt of notice of denial of the requested consent\nor, in case notice of denial is not received, within twenty (20) days after\ngiving the first-mentioned notice, may submit the question of whether the\nwithholding or delaying of such consent is unreasonable to determination by\narbitration.\n\n     36.  Right of Sublandlord to Perform. Except as provided otherwise herein,\nall covenants and agreements to be performed by Subtenant under this Sublease\nshall be performed at Subtenant's sole cost and expense and without any\nabatement of rent or right of set-off. If\n\n\n                                      -34-\n   36\nSubtenant fails to pay any sum of money, other than rent, or fails to perform\nany other act on its part to be performed under this Sublease, and the failure\ncontinues beyond any applicable grace or cure period set forth herein then in\naddition to any other available remedies, Sublandlord may, at its election make\nthe payment or perform the other act on Subtenant's part. Sublandlord's election\nto make the payment or perform the act on Subtenant's part shall not give rise\nto any responsibility of Sublandlord to continue making the same or similar\npayments or performing the same or similar acts. Subtenant shall, promptly upon\ndemand by Sublandlord, reimburse Sublandlord for all reasonable sums paid by\nSublandlord and all necessary incidental costs, together with interest at the\nPermitted Rate or two percent (2%) above the prime rate announced by Bank of\nAmerica from time to time, whichever is greater from the date of payment by\nSublandlord. Sublandlord shall have the same rights and remedies if Subtenant\nfails to pay those amounts as Sublandlord would have in the event of a default\nby Subtenant in the payment of rent. Sublandlord shall provide Sublandlord with\nwritten notice and the appropriate cure period provided in the Lease before\nperforming any act on behalf of Subtenant and will provide Subtenant with\nwritten request for any reimbursement payable hereunder.\n\n     37.  Expenses and Legal Fees. All sums reasonably incurred by Sublandlord\nin connection with any Event of Default by Subtenant under this Sublease or\nholding over of possession by Subtenant after the expiration or earlier\ntermination of this Sublease, including without limitation all reasonable\ncosts, expenses and reasonable accountants, appraisers, attorneys and other\nprofessional fees, and any collection agency or other collection charges, shall\nbe due and payable by Subtenant to Sublandlord on demand, and shall bear\ninterest at the Permitted Rate. Should either Sublandlord or Subtenant bring\nany action in connection with this Sublease, the prevailing party shall be\nentitled to recover as a part of the action its reasonable attorneys' fees, and\nall other costs. The prevailing party for the purpose of this paragraph shall\nbe determined by the trier of the facts.\n\n     38.  WAIVER OF JURY TRIAL. SUBLANDLORD AND SUBTENANT EACH ACKNOWLEDGES\nTHAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH\nRESPECT TO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY\nAND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION,\nPROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER\n(AND\/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR\nAFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY\nCONNECTED WITH THIS LEASE, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND\/OR\nANY CLAIM OF INJURY OR DAMAGE.\n\n     39.  Satisfaction of Judgment. The obligations of Sublandlord and\nSubtenant do not constitute the personal obligations of the directors, officers\nor shareholders of Sublandlord or its constituent partners. Should Subtenant\nrecover a money judgment against Sublandlord, such judgment shall be satisfied\nonly out of the proceeds of sale received upon execution of such judgment and\nlevied thereon against the right, title and interest of Sublandlord in the\nProperty and out of the rent, insurance proceeds or other income from such\nproperty receivable by Sublandlord or out of consideration received by\nSublandlord from the sale or other disposition of all or any part of\nSublandlord's right, title or interest in the Property, and no action for any\ndeficiency may be sought or obtained by Subtenant.\n\n\n\n                                      -35-\n   37\n\n     40.  Changes Required by Accounting Rules. If, in connection with\nobtaining synthetic lease financing for the acquisition and development of the\nProperty, Sublandlord is required to make modifications to this Sublease in\norder to comply with all applicable accounting requirements for such financing,\nSubtenant will not unreasonably withhold or delay its consent, provided that\nthe modifications do not increase the obligations of Subtenant or impair\nSubtenant's rights under this Sublease.\n\n     41.  Security Measures. Subtenant hereby acknowledges that Sublandlord\nshall have no obligation whatsoever to provide guard service or other security\nmeasures for the benefit of the Premises or the Property. Subtenant assumes all\nresponsibility for the protection of Subtenant, its agents, invitees and\nproperty from acts of third parties.\n\n     IN WITNESS WHEREOF, the parties have executed this Sublease on the dates\nset forth below.\n\n\n                                      SUBTENANT:\n\n\n                                      FAIRCHILD SEMICONDUCTOR\n                                      CORPORATION OF CALIFORNIA,\n                                      a Delaware corporation\n\n\n\nDATED: April 21, 1999                 By: \/s\/ Daniel E. Boxer\n                                         --------------------------------------\n                                      Name:  Daniel E. Boxer\n                                           ------------------------------------\n                                      Title: Executive Vice President\n                                            -----------------------------------\n\n                                      SUBLANDLORD:\n\n\n                                      VERITAS SOFTWARE CORPORATION,\n                                      a Delaware Corporation  \n                                          \nDATED:___________, 1999               By: \/s\/ Jay A. Jones\n                                         --------------------------------------\n                                      Name:  Jay A. Jones\n                                           ------------------------------------\n                                      Title: Vice President and General Counsel\n                                            -----------------------------------\n\n                                      By:\n                                         --------------------------------------\n                                      Name:\n                                           ------------------------------------\n                                      Title:\n                                            -----------------------------------\n                                         \n                                        \n\n\n\n\n\n\n\n\n\n\n                                      -36-\n\n   38\n\n                               CONSENT OF LESSOR\n\n\nThe undersigned Lessor under that certain Sublease Agreement dated as of April\n__, 1999 by and between Lessor and Lessee hereby consents to the subletting of\nthe Premises by Subtenant on the terms and conditions contained in this\nSublease including, without limitation, the terms and conditions set forth in\nParagraph 32, and Lessor agrees to be bound by its obligations under Paragraph\n32. This consent shall apply only to this Sublease and shall not be deemed to\nbe a consent to any other subleases.\n\n\n                                        LESSOR\n\n\n                                        FIRST SECURITY BANK, NATIONAL\n                                        ASSOCIATION, not individually, but\n                                        solely as Owner Trustee under the\n                                        VS Trust 1999-1\n\n\n\n                                        By:  \/s\/ Val T. Orton\n                                           ------------------------------------\n\n                                        Name:  Val T. Orton\n                                             ----------------------------------\n\n                                        Title: Vice President \n                                              ---------------------------------\n   39\n\n                                                                     EXHIBIT \"A\"\n\n\n\n\n\n\n\n\n                                 [EXHIBIT MAP]\n   40\n\n\n\n\n\n                                                                     EXHIBIT \"B\"\n\n\n\n\n                               [ELLIS STREET MAP]\n\n\n   41\n\n\n\n\n\n                                                                     EXHIBIT \"B\"\n\n\n\n\n\n\n\n                               [350 ELLIS STREET FLOOR PLAN]\n   42\n\n\n\n\n                                                                     EXHIBIT \"B\"\n\n\n\n\n\n\n\n\n\n\n\n                             [540 PRICE AVENUE MAP]\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7503,9244],"corporate_contracts_industries":[9513,9512],"corporate_contracts_types":[9583,9579],"class_list":["post-41722","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fairchild-semiconductor-international-inc","corporate_contracts_companies-veritas-software-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-technology__semiconductors","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\/41722","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=41722"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41722"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41722"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41722"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}