{"id":41784,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1399-east-moffett-park-drive-sunnyvale-ca-sublease-infoseek.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1399-east-moffett-park-drive-sunnyvale-ca-sublease-infoseek","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1399-east-moffett-park-drive-sunnyvale-ca-sublease-infoseek.html","title":{"rendered":"1399 East Moffett Park Drive (Sunnyvale, CA) Sublease &#8211; Infoseek Corp., Redback Networks Inc. and Limar Realty Corp. #8"},"content":{"rendered":"<pre>                                    SUBLEASE\n\n         THIS SUBLEASE ('Sublease') is dated, for reference purposes only, as of\nJanuary 12, 1998, and is made by and between INFOSEEK CORPORATION, a California\ncorporation ('Sublessor'), and REDBACK NETWORKS, INC., a Delaware corporation\n('Sublessee'). Sublessor and Sublessee hereby agree as follows:\n\n         1. Recitals: This Sublease is made with reference to the fact that\nLimar Realty Corp. #8, a California corporation ('Master Lessor'), as Landlord,\nand Sublessor, as Tenant, entered that certain Lease, dated March 4, 1997, as\namended by that certain First Amendment to Lease dated June 9, 1997, and that\ncertain Second Amendment to Lease dated July 15, 1997 (collectively, 'Master\nLease'), with respect to that certain real property commonly known as 1399 East\nMoffett Park Drive, Sunnyvale, CA (the 'Premises'or 'Property'), as more\nparticularly described in the Master Lease. A copy of the Master Lease is\nattached hereto as Exhibit 'A' and incorporated by reference herein.\n\n         2. Premises: Sublessor hereby subleases to Sublessee, and Sublessee\nhereby subleases from Sublessor, a portion of the Premises, deemed to be 20,462\nsquare feet of space (the 'Subleased Premises'), being a portion of that\napproximately 91,900 square foot building (the 'Building') located on the\nPremises. The Subleased Premises are more particularly described on Exhibit 'B'\nattached hereto and incorporated by reference herein.\n\n         3. Term: The term of this Sublease ('Term') shall commence (the\n'Commencement Date') on the date of completion of the demising wall depicted on\nExhibit C attached hereto and incorporated by reference herein. The Term shall\nend on September 30, 1999 ('Termination Date'), unless this Sublease is sooner\nterminated pursuant to its terms or the Master Lease is sooner terminated\npursuant to its terms. The parties acknowledge that Sublessee has no option to\nextend the Term of this Sublease.\n\n         4. Rent:\n\n                  A. Monthly Base Rent. Sublessee shall pay to Sublessor as\nmonthly base rent ('Monthly Base Rent') for the Subleased Premises equal monthly\ninstallments as follows:\n\n\n\n                  Months                           Rent\/Month\n                  ------                           ----------\n                                                \n                  1- 12                              $32,330\n\n                  13-last month of the Term          $33,353\n\n\nAs used herein, the word 'month' shall mean a period beginning on the first\n(1st) day of a month and ending on the last day of that month. Rent (as defined\nin Paragraph 4.B) shall be paid on or before three (3) days prior to the first\n(1st) day of each calendar month during the Term. Rent for any period during the\nterm hereof which is for less than one month of the Term shall be a pro rata\nportion of the monthly installment based on a thirty (30)-day month. Rent shall\nbe payable without notice or\n\n                                       -1-\n\n\ndemand and without any deduction, offset, or abatement, in lawful money of the\nUnited States of America. Rent shall be paid directly to Sublessor at the\naddress of the Premises, Attn. Chief Financial Officer, or such other address as\nmay be designated in writing by Sublessor.\n\n                  B. Additional Rent. All monies required to be paid by\nSublessee under this Sublease (excluding Monthly Base Rent pursuant to Paragraph\n4.A), including, without limitation, any amounts payable by Sublessor to Master\nLessor under the Master Lease (including, without limitation, 'Operating\nExpenses,' as defined in Section 13 of the Master Lease), shall be deemed\nadditional rent ('Additional Rent'). Monthly Base Rent and Additional Rent\nhereinafter collectively shall be referred to herein as 'Rent.' Sublessee and\nSublessor agree, as a material part of the consideration given by Sublessee to\nSublessor for this Sublease, that from and after the Commencement Date,\nSublessee shall pay all costs, expenses, taxes, insurance, maintenance and other\ncharges of every kind and nature arising in connection with the Subleased\nPremises under this Sublease and the Master Lease; in this regard, Sublessee\nshall pay 22.27% of Sublessor's share of 'Operating Expenses' (as such terms is\ndefined in the Master Lease). Notwithstanding anything to the contrary set forth\nin this Sublease, Sublessor's obligation to pay Additional Rent (attributable to\nthe Term) shall survive the expiration or earlier termination of this Sublease,\nand if Sublessor is unable to determine the amount of Additional Rent due and\npayable by Sublessee at the expiration or earlier termination of this Sublease,\nthen the parties shall make an adjusting payment between them when the correct\namount can be determined.\n\n                  C. Payment of First Month's Rent. Upon execution hereof by\nSublessee, Sublessee shall pay to Sublessor, in cash, the sum of Thirty-Two\nThousand Three Hundred Thirty Dollars ($32,330), which shall constitute Rent for\nthe first month of the Term.\n\n         5. Security Deposit: Upon execution hereof by Sublessee, Sublessee\nshall deposit with Sublessor, in cash, the sum of Sixty-Four Thousand Six\nHundred Sixty Dollars ($64,660), as security for the performance by Sublessee of\nthe terms and conditions of this Sublease. If Sublessee fails to pay Rent or\nother charges due hereunder or otherwise defaults with respect to any provision\nof this Sublease, then Sublessor may draw upon, use, apply or retain all or any\nportion of the security deposit for the payment of any Rent or other charge in\ndefault, for the payment of any other sum which Sublessor has become obligated\nto pay by reason of Sublessee's default, or to compensate Sublessor for any loss\nor damage which Sublessor has suffered thereby. If Sublessor so uses or applies\nall or any portion of the security deposit, then Sublessee shall, within five\n(5) days after demand therefor, deposit cash with Sublessor in the amount\nrequired to restore the deposit to the full amount stated above. Upon the\nexpiration or earlier termination of this Sublease, Sublessor shall return to\nSublessee (without interest) so much of the security deposit as has not been\napplied by Sublessor pursuant to this Paragraph, or which is not otherwise\nrequired to cure Sublessee's defaults.\n\n         6. Late Charge: In addition to any interest payable pursuant to the\nterms of the Master Lease, as incorporated herein pursuant to Paragraph 25.A\nbelow, if Sublessee fails to pay Sublessor any amount due hereunder on or before\nthe date when such payment is due, Sublessee shall pay to Sublessor upon demand\na late charge equal to ten percent (10%) of the delinquent amount. The parties\nagree that the foregoing late charge represents a reasonable estimate of the\ncost and expense\n\n                                       -2-\n\n\nwhich Sublessor will incur in processing each delinquent payment. Sublessor's\nacceptance of any interest or late charge shall not waive Sublessee's default in\nfailing to pay the delinquent amount.\n\n         7. Repairs: Except as set forth in Paragraph 14 below with respect to\nthe construction of the demising wall, or as otherwise provided herein,\nSublessor shall have no obligation whatsoever to make or pay the cost of any\nalterations, improvements or repairs to the Subleased Premises.\n\n         8. Indemnity: Sublessee shall indemnify, protect, defend with counsel\nreasonably acceptable to Sublessor and hold Sublessor harmless against any and\nall claims, liabilities, judgments, causes of action, damages, costs (including\nreasonable attorneys' and experts' fees), and expenses (collectively, 'Claims'),\ncaused by or arising in connection with: (i) the use, occupancy or condition of\nthe Subleased Premises; (ii) the negligence or willful misconduct of Sublessee\nor its employees, contractors, agents or invitees; or (iii) a breach of\nSublessee's obligations under this Sublease; provided, however, that Sublessee\nshall have no obligation to indemnify, protect, or hold harmless Sublessor\nagainst, nor shall Sublessor be deemed released from, any of such Claims to the\nextent it is caused by or arises in connection with: (i) the gross or active\nnegligence or willful misconduct of Sublessor or its employees, contractors,\nagents, or invitees; or (ii) a breach of Sublessor's obligations under this\nSublease.\n\n         9. Right to Cure Defaults: If Sublessee fails to pay any sum of money\nto Sublessor, or fails to perform any other act on its part to be performed\nhereunder, then Sublessor may, but shall not be obligated to, make such payment\nor perform such act. All such sums paid, and all costs and expenses of\nperforming any such act, shall be deemed Additional Rent payable by Sublessee to\nSublessor upon demand. In addition, Sublessee shall pay to Sublessor interest on\nall amounts due, at the rate of ten percent (10%) per annum or the maximum rate\nallowed by law, whichever is less (the 'Interest Rate'), from the due date to\nand including the date of the payment, from the date of the expenditure until\nrepaid.\n\n         10. Assignment and Subletting: Sublessee may not assign this Sublease,\nsublet the Subleased Premises, transfer any interest of Sublessee therein, or\npermit any use of the Subleased Premises by another party ('Transfer'). Any\nTransfer by Sublessee shall be void and shall, at the option of Sublessor,\nterminate this Sublease. Notwithstanding anything to the contrary contained in\nthis Sublease or in the Master Lease, at Sublessor's sole option, Sublessor\nshall have the right to terminate this Sublease if Sublessee requests\nSublessor's consent to an assignment of this Sublease or a sublet of all or any\nportion of the Subleased Premises.\n\n         11. Use: Sublessee may use the Subleased Premises only for the uses set\nforth in Paragraph 1.c and Sections 6 and 7 of the Master Lease and for no other\npurpose. With respect to Hazardous Materials (defined below), Sublessee shall\nnot engage in or permit any activities in or about the Premises or Project which\ninvolve the use or presence of Hazardous Materials. Sublessee shall not do or\npermit anything to be done in or about the Subleased Premises which would (i)\ninjure the Subleased Premises, or (ii) vibrate, shake, overload, or impair the\nefficient operation of the Subleased Premises or the sprinkler systems, heating,\nventilating or air conditioning equipment, or utilities systems located therein.\nSublessee shall not store any materials, supplies, finished or\n\n                                       -3-\n\n\nunfinished products, or articles of any nature outside of the Subleased\nPremises. Sublessee shall comply with all reasonable rules and regulations\npromulgated from time to time by Sublessor and Master Lessor with respect to the\nSubleased Premises and the Premises. As used herein, the term 'Hazardous\nMaterials' shall mean any material or substance that is now or hereafter\nprohibited or regulated by any statute, law, rule, regulation or ordinance or\nthat is now or hereafter designated by any governmental authority to be\nradioactive, toxic, hazardous or otherwise a danger to health, reproduction or\nthe environment.\n\n         12. Effect of Conveyance: As used in this Sublease, the term\n'Sublessor' means the holder of the tenant's interest under the Master Lease. In\nthe event of any transfer of said tenant's interest, Sublessor shall be and\nhereby is entirely relieved of all covenants and obligations of Sublessor\nhereunder first arising after the effective date of such transfer, and it shall\nbe deemed and construed, without further agreement between the parties, that the\ntransferee has assumed and shall carry out all covenants and obligations from\nand after the effective date of such transfer to be performed by Sublessor\nhereunder. Sublessor may transfer and deliver any security of Sublessee to the\ntransferee of said tenant's interest in the Master Lease, and thereupon\nSublessor shall be discharged from any further liability with respect thereto.\n\n         13. Acceptance: By taking possession of the Subleased Premises,\nSublessee shall conclusively be deemed to have accepted the Subleased Premises\nin their 'as-is,' then-existing condition; provided, however, that as of the\nCommencement Date, all Building systems serving the Subleased Premises,\nincluding, but not limited to, electrical, plumbing, HVAC, and fire sprinklers,\nwill be in good working order. Sublessee shall have five (5) days after the\nCommencement Date to notify Sublessor in writing of any defects in the foregoing\nBuilding systems and if written notice of any such defects in such systems is\nnot received by Sublessor within said five (5) day period, then correction of\nany such defects shall be the obligation of Sublessee, not Sublessor.\n\n         14. Improvements: No alterations or improvements shall be made to the\nSubleased Premises, except in accordance with this Sublease and the Master\nLease, and with the prior written consent, when required, of both Master Lessor\nand Sublessor. Sublessor's consent to any proposed alteration or improvement\nshall not be unreasonably withheld or delayed; provided, however, that it shall\nbe deemed reasonable for Sublessor to withhold its consent to any proposed\nalteration or improvement which is not approved by Master Lessor. As more fully\ndescribed in Section 14 of the Master Lease, as incorporated herein, all\nalterations or improvements made by Sublessee to the Subleased Premises shall\nremain on and be surrendered with the Subleased Premises upon the expiration or\nearlier termination of this Sublease, except that Sublessor may, within thirty\n(30) days before or thirty (30) days after termination of the Sublease, elect to\nrequire Sublessee to remove some or all of the alterations or improvements which\nSublessee may have made to the Subleased Premises, unless Sublessor has\npreviously agreed in writing that any one or more of such alterations or\nimprovements need not be removed at the end of the Term. If Sublessor so elects,\nSublessee shall at its own cost restore the Subleased Premises to the condition\ndesignated by Sublessor in Sublessor's election, before the last day of the Term\nor within thirty (30) days after notice of Sublessor's election is given to\nSublessee, whichever is later. Sublessor shall not be required to provide a\ntenant improvement allowance to Sublessee in connection with Sublessee's\nconstruction of any alterations or\n\n                                       -4-\n\n\nimprovements to the Subleased Premises. Notwithstanding the foregoing, Sublessor\nshall use reasonable good faith efforts to cause the construction of the\ndemising wall depicted on Exhibit C to be completed as soon reasonably\npracticable following the approval of this Sublease by Master Lessor. Sublessor\nshall cause the demising wall to be constructed in accordance with applicable\nlaws and in a good and workmanlike manner.\n\n         15. Limitation of Liability: Except to the extent of the gross or\nactive negligence or willful misconduct of Sublessor, its agents, employees,\ncontractors or invitees, Sublessor shall not be liable to Sublessee for: (i)\nfailure or interruption of any utility system or service, or (ii) failure of\nMaster Lessor to maintain the Subleased Premises as may be required under the\nMaster Lease. In the event that Sublessor is entitled to an abatement of rent\n(with respect to the Subleased Premises) under the terms of the Master Lease,\nSublessee shall be entitled to a proportionate share of abatement of Rent under\nthis Sublease. Sublessor and Sublessee are corporations, and the obligations of\nSublessor and Sublessee hereunder shall not constitute the personal obligations\nof the officers, directors, trustees, partners, joint venturers, members,\nowners, stockholders or other principals or representatives of the corporations.\n\n         16. Default: Sublessee shall be in material default of its obligations\nunder this Sublease if any of the following events occur:\n\n                  A. Sublessee fails to pay any Rent when due, when such failure\ncontinues for three (3) days after written notice from Sublessor to Sublessee\nthat any such sum is due; or\n\n                  B. Sublessee fails to perform any term, covenant or condition\nof this Sublease (except those requiring payment of Rent) and fails to commence\ncure of such breach within seven (7) days after delivery of a written notice\nfrom Sublessor specifying the nature of the breach or to thereafter\nexpeditiously complete such cure within a reasonable time; or\n\n                  C. Sublessee makes a general assignment of its assets for the\nbenefit of its creditors, including attachment of, execution on, or the\nappointment of a custodian or receiver with respect to a substantial part of\nSublessee's property or any property essential to the conduct of its business;\nor\n\n                  D. Sublessee abandons the Subleased Premises or ceases to\nconduct business in the Subleased Premises for more than seven (7) consecutive\ndays in any thirty (30) day period; or\n\n                  E. A petition is filed by or against Sublessee under the\nbankruptcy laws of the United States or any other debtors' relief law or\nstatute, unless such petition is dismissed within sixty (60) days after filing;\nor a court directs the winding up or liquidation of Sublessee; or a substantial\npart of Sublessee's property or any property essential to the conduct of its\nbusiness is attached or executed upon and not released from the attachment or\nexecution within sixty (60) days; or a custodian or receiver is appointed for a\nsubstantial part of Sublessee's property or any property essential to the\nconduct of its business and not discharged within sixty (60) days; or\n\n\n                                       -5-\n\n\n                  F. Sublessee commits any other act or omission which\nconstitutes an event of default under the Master Lease, which has not been cured\nafter delivery of written notice and passage of the applicable grace period\nprovided in the Master Lease as modified, if at all, by the provisions of this\nSublease.\n\n         17. Remedies. In the event of any default by Sublessee under this\nSublease (including, without limitation, a default pursuant to Section 20 of the\nMaster Lease, as incorporated herein), Sublessor shall have all remedies\nprovided by applicable law, including, without limitation, all rights pursuant\nto Paragraph 21 of the Master Lease, as incorporated herein and under California\nCivil Code Sections 1951.2 and 1951.4. Sublessor may resort to its remedies\ncumulatively or in the alternative.\n\n         18. Surrender: Prior to expiration of this Sublease, Sublessee shall\nremove all of its trade fixtures and shall surrender the Subleased Premises to\nSublessor in the condition received, free of Hazardous Materials brought onto\nthe Property by Sublessee, its agents, employees, contractors or invitees,\nreasonable wear and tear excepted. If the Subleased Premises are not so\nsurrendered, then Sublessee shall be liable to Sublessor for all costs incurred\nby Sublessor in returning the Subleased Premises to the required condition, plus\ninterest thereon at the Interest Rate. Sublessee shall indemnify, defend with\ncounsel reasonably acceptable to Sublessor, protect and hold harmless Sublessor\nagainst any and all claims, liabilities, judgments, causes of action, damages,\ncosts, and expenses (including attorneys' and experts' fees) resulting from\nSublessee's delay in surrendering the Subleased Premises in the condition\nrequired.\n\n         19. Estoppel Certificates: Within five (5) days after demand by\nSublessor, Sublessee shall execute and deliver to Sublessor an estoppel\ncertificate to Sublessor in connection with the Sublease in the form required\npursuant to Section 24 of the Master Lease.\n\n         20. Broker: Sublessor and Sublessee each represent to the other that\nthey have dealt with no real estate brokers, lenders, agents or salesmen other\nthan Cooper\/Brady Corporate Real Estate Services, representing Sublessor, and\nWayne Macia Associates, representing Sublessee, in connection with this\ntransaction. Each party agrees to hold the other party harmless from and against\nall claims for brokerage commissions, finder's fees, or other compensation made\nby any other agent, broker, salesman or finder as a consequence of said party's\nactions or dealings with such agent, broker, salesman, or finder. Sublessor\nshall pay a commission due in connection with this transaction pursuant to a\nseparate written agreement between Sublessor and its broker, Cooper\/Brady\nCorporate Real Estate Services.\n\n         21. Notices: Unless five (5) days' prior written notice is given in the\nmanner set forth in this Paragraph, the address of each party for all purposes\nconnected with this Sublease shall be that address set forth below their\nsignatures at the end of this Sublease. The address for Master Lessor shall be\nas set forth in the Master Lease. All notices, demands, or communications in\nconnection with this Sublease shall be considered received when (i) personally\ndelivered; or (ii) if properly addressed and either sent by nationally\nrecognized overnight courier or deposited in the mail (registered or certified,\nreturn receipt requested, and postage prepaid), on the date shown on the return\nreceipt for acceptance or rejection. All notices given to the Master Lessor\nunder the Master Lease shall be\n\n                                       -6-\n\n\nconsidered received only when delivered in accordance with the Master Lease to\nall parties hereto at the address set forth below their signatures at the end of\nthis Sublease.\n\n         22. Severability: If any term of this Sublease is held to be invalid or\nunenforceable by any court of competent jurisdiction, then the remainder of this\nSublease shall remain in full force and effect to the fullest extent possible\nunder the law, and shall not be affected or impaired.\n\n         23. Amendment: This Sublease may not be amended except by the written\nagreement of all parties hereto.\n\n         24. Attorneys' Fees: If either party brings any action or legal\nproceeding with respect to this Sublease, the prevailing party shall be entitled\nto recover reasonable attorneys' fees, experts' fees, and court costs.\nNotwithstanding the foregoing and in addition thereto, Sublessor shall be\nentitled to immediate receipt from Sublessee, for each breach hereof, of such\nreasonable attorneys' fees (but not less than Fifty Dollars ($50.00)), as may be\nincurred in connection with each notice or demand delivered to Sublessee.\nSublessee agrees that such sum constitutes reimbursement to Sublessor of the\nreasonable cost of the preparation and delivery of each notice caused by\nSublessee's breach.\n\n         25.      Other Sublease Terms:\n\n                  A. Incorporation by Reference. Except as otherwise provided in\nthis Sublease, the terms and provisions contained in the Master Lease are\nincorporated herein by reference, and are made a part hereof as if set forth at\nlength; provided, however, that: (i) each reference in such incorporated\nsections to 'Lease' and to 'Premises' shall be deemed a reference to this\n'Sublease' and the 'Subleased Premises,' respectively; (ii) each reference to\n'Landlord' and 'Tenant' shall be deemed a reference to 'Sublessor' and\n'Sublessee', respectively; (iii) with respect to work, services, repairs,\nrestoration, insurance or the performance of any other obligation of Landlord\nunder the Master Lease, the sole obligation of Sublessor shall be to request the\nsame in writing from Master Lessor, as and when requested to do so by Sublessee,\nand to use Sublessor's reasonable efforts (provided Sublessee pays all costs\nincurred by Sublessor in connection therewith) to obtain Master Lessor's\nperformance, including, if reasonably necessary under the circumstances, the\ncommencement and prosecution of legal proceedings in the name of Sublessor or\notherwise against Master Lessor, with counsel reasonably satisfactory to\nSublessee, and Sublessor agrees to coordinate such enforcement proceedings with\nSublessee, but control of such proceedings shall be with Sublessor; (iv) with\nrespect to any obligation of Sublessee to be performed under this Sublease,\nwherever the Master Lease grants to Sublessor a specified number of days to\nperform its obligations under the Master Lease, except as otherwise provided\nherein, Sublessee shall have three (3) fewer days to perform the obligation,\nincluding, without limitation, curing any defaults; (v) Sublessor shall have no\nliability to Sublessee with respect to (a) representations and warranties made\nby Master Lessor under the Master Lease, (b) any indemnification obligations of\nMaster Lessor under the Master Lease, or other obligations or liabilities of\nMaster Lessor under the Master Lease with respect to compliance with laws,\ncondition of the Subleased Premises or Hazardous Materials, and (c) obligations\nunder the Master Lease to repair, maintain, restore, or insure all or any\nportion of the Premises, regardless of whether the incorporation of one or more\nprovisions of the Master Lease might otherwise operate to\n\n                                       -7-\n\n\nmake Sublessor liable therefor; (vi) with respect to any approval or consent\nrequired to be obtained from the Master Lessor under the Master Lease, such\napproval or consent must be obtained from both Master Lessor and Sublessor, and\nthe approval of Sublessor may be withheld if Master Lessor's approval or consent\nis not obtained; (vii) the following provisions of the Master Lease are\nexpressly not incorporated herein by reference: Paragraphs 1.a, 1.b, 1.d, l.g,\n1.h, and 1.j through 1.o, inclusive; Paragraphs 2.a and 2.f; Section 3;\nParagraphs 4.a and 4.b; Section 5; the second sentence of Subparagraph 12.b(4)\n(but only delete the words 'Tenant Improvements as outlined in P. 28 hereof' and\nreplace them with 'demising wall to be constructed by Sublessor as outlined in\nthis Sublease'); Section 12(b)(5); Section 13.a (but see Section 4.B of this\nSublease regarding Tenant's obligation to pay Operating Expenses); Section 19\n(except for the sixth sentence of Paragraph 19.a); Section 20; Paragraph 23.c;\nSections 27, 28, 29, 30, 31, 32, 33, 34 and 35; Paragraph 36(d); Exhibits A and\nE; (viii) notwithstanding clause (ii) above, references to 'Landlord' in the\nfollowing provisions of the Master Lease shall mean Master Lessor, not\nSublessor: 1.f; Paragraph 2.d (second sentence only); Subparagraph 7.c(2);\nSection 9; Paragraph 10.a (but only the first sentence and the and the last\nreference to 'Landlord' in the second sentence); Paragraph 12.a; Subparagraph\n12.b(5) and 12.d(1); Paragraph 13.b; Section 15; Subparagraph 16.b(2); Paragraph\n16.c; Paragraphs 17.a, 17.b (also, replace the first reference to 'Tenant' in\nthe last sentence of this paragraph with 'Sublessor or Sublessee') and 17.e;\n18.a; and Paragraphs 23.a, 23.b and 36.f; and (ix) notwithstanding clause (ii)\nabove, references to 'Landlord' in the following provisions of the Master Lease\nshall mean both Master Lessor and Sublessor: Paragraphs 2.d (second sentence\nonly) and 2.e; Section 6; Paragraphs 7.d and 7.f; Section 8; Paragraph 10.a\n(first sentence only); Paragraph 12.a; Subparagraph 12.b(4) (third sentence\nonly); Paragraphs 13.c through 13.e, inclusive; Section 14 (the first, second,\nthird and sixth sentences only); Subparagraph 16.b(1); Paragraph 18.c (the last\nsentence only); Sections 22, 24, and 25; and Paragraphs 36.c, 36.h and Exhibit\nC.\n\n                  B. Assumption of Obligations: This Sublease is and all times\nshall be subject and subordinate to the Master Lease and the rights of Master\nLessor thereunder. Sublessee hereby expressly assumes and agrees: (i) to comply\nwith all provisions of the Master Lease applicable to the Subleased Premises to\nthe extent incorporated herein, (ii) to perform all the obligations on the part\nof the 'Tenant' to be performed under the terms of the Master Lease applicable\nto the Subleased Premises during the term of this Sublease to the extent\nincorporated herein, and (iii) to hold Sublessor free and harmless of and from\nall liability, judgments, costs, damages, claims, demands. and expenses\n(including reasonable attorneys' and experts' fees) arising out of Sublessee's\nfailure to comply with or to perform Sublessee's obligations hereunder or to act\nor omit to act in any manner which will constitute a breach of the Master Lease.\n\n                  C. Sublessor's Representations: To the best of Sublessor's\nknowledge, Sublessor represents and warrants with respect to the Subleased\nPremises (i) that the document attached as Exhibit a to this Agreement is a\ntrue, correct and complete copy of the Master Lease, and that the Master Lease\nis in full force and effect, (ii) there is no default, or any condition which\nwith the passage of time or the giving of notice, or both, would constitute a\ndefault, on the part of either party to the Master Lease, and (iii) Sublessor\nhas not assigned, encumbered or otherwise transferred any interest of Tenant\nunder the Master Lease. Sublessor shall perform all obligations of the Tenant\nunder the Master Lease to the extent that Sublessee has not agreed to perform\nsuch obligations under\n\n                                       -8-\n\n\nthe Sublease and shall cooperate with Sublessee to obtain the consent of Master\nLessor in a timely manner to any act which requires such consent and Sublessor\nshall not unreasonably withhold or delay consent to any such act.\n\n         26. Condition Precedent: Notwithstanding anything to the contrary\ncontained herein, this Sublease and Sublessor's and Sublessee's obligations\nhereunder are conditioned upon having obtained the written consent of the Master\nLessor. If Sublessor has not obtained Master Lessor's consent within thirty (30)\ndays after the date of Sublessor's execution of this Sublease, either party may\nterminate this Sublease, and Sublessor shall return to Sublessee all sums paid\nby Sublessee to Sublessor in connection with its execution of this Sublease.\nSublessee shall provide to Master Lessor all financial and other information\nrequested by Master Lessor pursuant to Section 19 of the Master Lease.\n\n         27.      Sublease Common Areas:\n\n                  A. Sublessee's Rights. The areas identified on Exhibit B as\n'Common Area' shall constitute the 'Sublease Common Areas.' All areas within the\nBuilding other than the Subleased Premises and the Sublease Common Areas are\nreserved for the exclusive use of Sublessor. Subject to the terms and conditions\nset forth herein, Sublessee and its employees, contractors and invitees shall\nhave the non-exclusive right, in common with Sublessor and Sublessor's\nemployees, contractors and invitees, to use the Sublease Common Areas as they\nexist from time to time, subject to any rights, powers or privileges reserved by\nSublessor under the terms of this Sublease. Sublessor makes no warranty express\nor implied with respect to the condition of the Sublease Common Areas or any\nequipment located therein. Sublessee shall not store any property, temporarily\nor permanently, in the Sublease Common Areas.\n\n                  B. Rules and Regulations. Sublessor shall have the exclusive\ncontrol and management of the Sublease Common Areas and may from time to time\npromulgate reasonable rules and regulations for the care and orderly management\nof the Sublease Common Areas and the safety of Sublessor, Sublessee and their\nemployees, agents and invitees. Such rules and regulations shall be binding upon\nSublessee upon delivery of a copy thereof to Sublessee, and Sublessee agrees to\nabide by such rules and regulations and to cause its employees, contractors and\ninvitees to abide by such rules and regulations.\n\n                  C. Changes. Sublessor shall have the right from time to time\nto: (i) make physical changes to the Sublease Common Areas; (ii) close\ntemporarily any of the Sublease Common Areas for maintenance purposes provided\nreasonable access to the Subleased Premises remains available; (iii) add\nimprovements to the Sublease Common Areas; and (iv) to do or perform such other\nacts and make such other changes to the Sublease Common Areas and Building as\nSublessor, in its reasonable discretion, deems appropriate.\n\n                  D. Parking. Sublessee and its employees, contractors and\ninvitees shall be entitled to the non-exclusive use, in common with Sublessor\nand Sublessor's employees, contractors and\n\n                                       -9-\n\n\ninvitees, of eighty (80) parking spaces only on those portions of the common\nareas of the Premises designated from time to time by Sublessor for parking.\nSublessee and its employees, contractors and invitees shall not use more parking\nspaces than the foregoing number and no overnight parking shall be permitted.\nSaid parking spaces may be used for parking by vehicles no larger than full-size\npassenger automobiles and pick-up trucks. If Sublessee permits or allows any\nvehicles to be parked on the Premises in violation of this Sublease, then\nSublessor may, in addition to Sublessor's other rights and remedies, remove or\ntow away the vehicles involved and charge the cost thereof to Sublessee, which\ncost shall be immediately payable upon demand by Sublessor.\n\n         28. Board Approval: Sublessee represents and warrants to Sublessor that\nSublessee's Board of Directors has authorized Sublessee's execution hereof.\n\n         29. Waiver of Subrogation: Notwithstanding anything to the contrary\ncontained in this Sublease or the Master Lease, Sublessor, Sublessee and Master\nLessor (by its consent to this Sublease) agree that the waiver of subrogation\nprovisions set forth in paragraph 16.f of the Master Lease shall be deemed\nbinding among and inure to the benefit of Sublessor, Sublessee and Master\nLessor.\n\n                            [Signature page follows]\n\n\n                                      -10-\n\n\n         IN WITNESS WHEREOF, the parties have executed this Sublease as of the\nday and year first above written.\n\n\nSUBLESSEE:                                   SUBLESSOR:\n\nINFOSEEK CORPORATION,                        REDBACK NETWORKS, INC.,\na  California corporation                    a Delaware corporation\n\n\nBy:  \/s\/  LESLIE E. WRIGHT                  By:   \/s\/  DENNIS BARSEMA\n   -----------------------------                --------------------------------\n\nPrinted                                      Printed\nName:       Leslie E. Wright                 Name:         DENNIS BARSEMA\n     -----------------------------                ------------------------------\n\nIts:  VP FINANCE &amp; CFO                       Its:\n    -----------------------------                -------------------------------\n\n\nAddress: Prior to the Commencement Date:     Address:  1399 Moffett Drive\n         2570 North First Street, Ste. 401             Sunnyvale, CA  94089\n         San Jose, CA  94131                           Attn:  Chief Financial \n                                                              Officer\n         After the Commencement Date:\n         At the Subleased Premises\n\n\n                            CONSENT OF MASTER LESSOR\n\n         Master Lessor hereby acknowledges receipt of a copy of this Sublease,\nand consents to this Sublease. By this consent, Master Lessor shall not be\ndeemed in any way to have entered into the Sublease or to have consented to any\nfurther assignment or sublease.\n\n                                       MASTER LESSOR:\n                                       LIMAR REALTY CORP. #8, a California\n                                       corporation\n\n\n\n                                       By:  \/s\/  THOMAS A. NUMAINVILLE\n                                          --------------------------------------\n                                       Printed\n                                       Name:     THOMAS A. NUMAINVILLE\n                                             -----------------------------------\n                                       Its:  SENIOR VICE PRESIDENT\n                                           -------------------------------------\n\n\n\n\n\n                                      -11-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7854,8660],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41784","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infoseek-corp","corporate_contracts_companies-redback-networks-inc","corporate_contracts_industries-technology__software","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\/41784","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=41784"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41784"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41784"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41784"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}