{"id":41821,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/3624-munster-avenue-hayward-ca-lease-agreement-hayward.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"3624-munster-avenue-hayward-ca-lease-agreement-hayward","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/3624-munster-avenue-hayward-ca-lease-agreement-hayward.html","title":{"rendered":"3624 Munster Avenue (Hayward, CA) Lease Agreement &#8211; Hayward Industrial Park Associates and Mohawk Industries Inc."},"content":{"rendered":"<pre>\n                                LEASE AGREEMENT\n\n                                 BY AND BETWEEN\n\n                      HAYWARD INDUSTRIAL PARK ASSOCIATES,\n                        A CALIFORNIA GENERAL PARTNERSHIP\n\n                                  AS LANDLORD\n\n                                      AND\n\n                            MOHAWK INDUSTRIES, INC.\n                             A GEORGIA CORPORATION\n\n                                   AS TENANT\n\n                            DATED NOVEMBER 10, 1997\n\n \n                               TABLE OF CONTENTS\n\n                                                                            Page\n\nBasic Lease Information .....................................................iii\n1. Demise ...................................................................  1\n2. Premises .................................................................  1\n3. Term .....................................................................  2\n4. Rent .....................................................................  2\n5. Utility Expenses .........................................................  6\n6. Late Charge ..............................................................  6\n7. Security Deposit .........................................................  7\n8. Possession ...............................................................  7\n9. Use of Premises ..........................................................  7\n10. Acceptance of Premises ..................................................  8\n11. Surrender ...............................................................  9\n12. Alterations And Additions ...............................................  9\n13. Maintenance and Repairs Of Premises ..................................... 11\n14. Landlord's Insurance .................................................... 11\n15. Tenant's Insurance ...................................................... 12\n16. Indemnification ......................................................... 13\n17. Subrogation ............................................................. 13\n18. Signs ................................................................... 13\n19. Free From Liens ......................................................... 14\n20. Entry By Landlord ....................................................... 14\n21. Destruction and Damage .................................................. 14\n22. Condemnation ............................................................ 16\n23. Assignment And Subleasing ............................................... 17\n24. Tenant's Default ........................................................ 19\n25. Landlord's Remedies ..................................................... 21\n26. Landlord's Right to Perform Tenant's Obligations ........................ 23\n27. Attorney's Fees ......................................................... 23\n28. Taxes ................................................................... 24\n29. Effect Of Conveyance .................................................... 24\n30. Tenant's Estoppel Certificate ........................................... 24\n31. Subordination ........................................................... 25\n32. Environmental Covenants ................................................ 25\n\n\n                                        i\n\n \n33. Notices ................................................................. 28\n34. Waiver .................................................................. 28\n35. Holding Over ............................................................ 28\n36. Successors And Assigns .................................................. 28\n37. Time .................................................................... 29\n38. Brokers ................................................................. 29\n39. Limitation Of Liability ................................................. 29\n40. Financial Statements .................................................... 29\n41. Rules and Regulations ................................................... 29\n42. Mortgagee Protection .................................................... 30\n43. Entire Agreement ........................................................ 30\n44. Interest ................................................................ 30\n45. Construction ............................................................ 30\n46. Representations And Warranties Of Tenant ................................ 30\n47. Relocation .............................................................. 31\n48. Security ................................................................ 31\n49. Jury Trial Waiver ....................................................... 31\n                                                                      \n            Exhibit\n               A        Diagram of the Premises\n               B        Tenant Improvements\n              B-1       Initial Floor Plan\n               C        Commencement and Expiration Date Memorandum\n               D        Rules and Regulations\n               E        Sign Criteria\n               F        Hazardous Materials Disclosure Certificate\n               G        N\/A\n           Addendum 1   Option to Extend Lease\n           Addendum 2   Early Occupancy Agreement\n\n\n                                       ii\n\n \n                                LEASE AGREEMENT\n\n                            BASIC LEASE INFORMATION\n\n               Lease Date:    November 10, 1997\n\n                 Landlord:    HAYWARD INDUSTRIAL PARK ASSOCIATES,\n                              A California General Partnership\n\n       Landlord's Address:    c\/o Allegis Realty Investors LLC\n                              455 Market Street, Suite 1540\n                              San Francisco, California 94105\n\n                              All notices sent to Landlord under this Lease\n                              shall be sent to the above address, with copies\n                              to:\n\n                              Lincoln Property Company Management Services, Inc.\n                              101 Lincoln Centre Drive, Fourth Floor\n                              Foster City, California 94404\n\n                   Tenant:    Mohawk Industries, Inc.\n                              a Georgia corporation\n\n  Tenant's Contact Person:    __________________________________________________\n\n      Tenant's Address and    2001 Antiock Road\n         Telephone Number:    P.O. Box 2208,\n                              Dalton, GA 30721\n\n  Premises Square Footage:    Approximately thirty thousand two hundred forty\n                              (30,240) rentable square feet\n\n         Premises Address:    3624 Munster Avenue, Unit A, B and C\n                              Hayward, California\n\n                  Project:    Hayward Industrial Park, consisting of four (4)\n                              phases (\"Phases\") containing an aggregate of \n                              approximately 1,108,424 rentable square feet,\n                              together with the land on which the Project is\n                              situated and all Common Areas\n\n                    Phase:    Phase V, consisting of an aggregate of \n                              approximately 310,688 rentable square feet\n\n                 Building:    Four (4), Hayward, California\n\n    Tenant's Proportionate\n           Share of Phase:    9.73% of Phase V\n\n           Length of Term:    Sixty (60) months\n\n    Estimated Commencement\n                     Date:    December 15, 1997\n\nEstimated Expiration Date:    December 14, 2002\n\n        Monthly Base Rent:                             Monthly      Monthly\n                              Months      Sq. Ft.     Base Rent    Base Rent\n\n                               1-30       30,240      x $0.36     = $10,886.40\n                              31-60       30,240      x $0.37     = $11,188.80\n\n\n                                      iii\n\n \n              Escalations:    N\/A\n\n             Prepaid Rent:    Ten thousand eight hundred eighty six and 40\/100\n                              ($10,886.40)\n\n  Prepaid Additional Rent:    Two thousand two hundred twenty eight and 69\/100\n                              ($2,228.69)\n\n    Month to which Prepaid\n  Base Rent and Additional\n     Rent will be Applied:    (1st) month of the Term\n\n         Security Deposit:    Not required\n\n            Permitted Use:    Warehouse and distribution of carpet products and\n                              related office use, but only to the extent\n                              permitted by the City of Hayward and any and all\n                              entities having jurisdiction.\n\n        Unreserved Parking    Thirty (30) nonexclusive and undesignated parking\n                   Spaces:    spaces\n\n                Broker(s):    Chris Coyte and Brett Holden - Lee &amp; Associates\n                              (for Tenant) Joe Fabian and Jay Hagglund - BT\n                              Commercial (for Landlord)\n\n       Tenant Improvements    N\/A\n                Allowance:\n\n       Tenant Improvements    N\/A\n                     Loan:\n\n                Architect:    N\/A\n\n\n                                       iv\n\n \n                                LEASE AGREEMENT\n\n      THIS LEASE AGREEMENT is made and entered into by and between Landlord and\nTenant on the  Lease Date. The defined terms used in this Lease which are\ndefined in the Basic Lease Information attached to this Lease Agreement (\"Basic\nLease Information\") shall have the meaning and definition given them in the\nBasic Lease Information. The Basic Lease Information, the exhibits, the addendum\nor addenda described in the Basic Lease Information, and this Lease Agreement\nare and shall be construed as a single instrument and are referred to herein as\nthe \"Lease\".\n\n1. DEMISE\n\n      In consideration for the rents and all other charges and payments payable\nby Tenant, and for the agreements, terms and conditions to be performed by\nTenant in this Lease, LANDLORD DOES HEREBY LEASE TO TENANT, AND TENANT DOES\nHEREBY HIRE AND TAKE FROM LANDLORD, the Premises described below (the\n\"Premises\"), upon the agreements, terms and conditions of this Lease for the\nTerm hereinafter stated.\n\n2. PREMISES\n\n      The Premises demised by this Lease is located in that certain building\n(the \"Building\") specified in the Basic Lease Information, which Building is\nlocated in that certain real estate development (the \"Project\") specified in the\nBasic Lease Information. The Premises has the address and contains the square\nfootage specified in the Basic Lease Information. The location and dimensions of\nthe Premises are depicted on Exhibit A, which is attached hereto and\nincorporated herein by this reference. Tenant shall have the non-exclusive right\n(in common with the other tenants, Landlord and any other person granted use by\nLandlord) to use the Common Areas (as hereinafter defined), except that, with\nrespect to parking, Tenant shall have only a license to use the number of\nnon-exclusive and undesignated parking spaces set forth in the Basic Lease\nInformation in the Project's parking areas (the \"Parking Areas\"); provided,\nhowever, that Landlord shall not be required to enforce Tenant's right to use\nsuch parking spaces; and, provided further, that the number of parking spaces\nallocated to Tenant hereunder shall be reduced on a proportionate basis in the\nevent any of the parking spaces in the Parking Areas are taken or otherwise\neliminated as a result of any Condemnation (as hereinafter defined) or casualty\nevent affecting such Parking Areas. Tenant acknowledges that the overuse by\nTenant or Tenant's Agents of the number of parking spaces allocated to Tenant\nhereunder shall constitute a breach of this Lease by Tenant and, without\nlimiting Landlord's rights and remedies hereunder as a result of such breach,\nLandlord shall have the right to assess a parking surcharge of one hundred\ndollars ($100.00) per day per vehicle for each vehicle parked in the Parking\nAreas by Tenant or Tenant's Agents in excess of the number of parking spaces\nallocated to Tenant hereunder as specified in the Basic Lease Information. No\neasement for light or air is incorporated in the Premises. For purposes of this\nLease, the term \"Common Areas\" shall mean all areas and facilities outside the\nPremises and within the exterior boundary line of the Project that are provided\nand designated by Landlord for the non-exclusive use of Landlord, Tenant and\nother tenants of the Project and their respective employees, guests and\ninvitees.\n\n      Tenant understands and agrees that the Premises shall be leased by Tenant\nin its as-is condition without any improvements or alterations by Landlord\nunless Landlord has expressly agreed to make such improvements or alterations in\na tenant improvement work agreement attached hereto, if at all, as Exhibit B. If\nLandlord has agreed to make any such improvements or alterations, then the \nPremises demised by this Lease shall include any Tenant Improvements (as that\nterm is defined in the aforesaid tenant improvement work agreement) to be\nconstructed by Landlord within the interior of the Premises. Landlord shall\nconstruct any Tenant Improvements on the terms and conditions set forth in\nExhibit B, if attached hereto. Landlord and Tenant agree to and shall be bound\nby the terms and conditions of Exhibit B, if any.\n\n\n                                       1\n\n \n      Landlord has the right, in its sole discretion, from time to time, to: (a)\nmake changes to the Common Areas, including, without limitation, changes in the\nlocation, size, shape and number of driveways, entrances, parking spaces,\nparking areas, ingress, egress, direction of driveways, entrances, corridors and\nwalkways; (b) close temporarily any of the Common Areas for maintenance purposes\nso long as reasonable access to the Premises remains available; (c) add\nadditional buildings and improvements to the Common Areas or remove existing\nbuildings or improvements therefrom; (d) use the Common Areas while engaged in\nmaking additional improvements, repairs or alterations to the Project or any\nportion thereof; and (e) do and perform any other acts or make any other changes\nin, to or with respect to the Common Areas and the Project as Landlord may, in\nits sole discretion, deem to be appropriate.\n\n3. TERM\n\n      The term of this Lease (the \"Term\") shall be for the period of months\nspecified in the Basic Lease Information, commencing on December 1, 1997 (the\n\"Commencement Date\"). Tenant further acknowledges and agrees that the Tenant\nImprovements described in Exhibit B attached hereto may be installed and\nconstructed by Landlord in the Premises during the period of Tenant's occupancy\nof the Premises, however the completion of such Tenant Improvements therein\nshall not affect Tenant's obligation to pay Rent and to perform all of Tenant's\ncovenants and obligations under the Lease. Tenant hereby expressly (i) agrees\nthat Tenant shall have no right or claim to any abatement, offset or other\ndeduction of the amount of Rent payable by Tenant for the Premises due to the\ninstallation and construction of any of the Tenant Improvements, (ii) grants\nLandlord access to any and all of the Premises to perform the Tenant\nImprovements, (iii) waives any rights or claims Tenant may have at law or in\nequity with respect to any interference with Tenant's conduct of its operations\nin and about the Premises during the pendency of the work associated with the\nTenant Improvements, (iv) agrees to use commercially reasonable efforts not to\ninterfere, and not to allow any of Tenant's Representative to interfere, with\nLandlord and its contractors, representatives and consultants in the performance\nof the work associated with the completion of the Tenant Improvements, and (v)\nagrees that Tenant's employees, agents, contractors, consultants, workmen,\nmechanics, suppliers and invitees shall fully cooperate, work in harmony and\nnot, in any manner, unreasonably interfere with Landlord or Landlord's agents or\nrepresentatives in performing any of the aforementioned work and any additional\nwork related thereto, Landlord's work in other areas of the Building or the\nPark, or the general operation of the Building.\n\n      In the event the actual Commencement Date, as determined pursuant to the\nforegoing, is a date other than the Estimated Commencement Date, then Landlord\nand Tenant shall promptly execute a Commencement and Expiration Date Memorandum\nin the form attached hereto as Exhibit C, wherein the parties shall specify the\nCommencement Date, the date on which the Term expires (the \"Expiration Date\")\nand the date on which Tenant is to commence paying Rent.\n\n4. RENT\n\n      (a) Base Rent. Tenant shall pay to Landlord, in advance on the first day\nof each month, without further notice or demand and without offset or deduction,\nthe monthly installments of rent specified in the Basic Lease Information (the\n\"Base Rent\").\n\n            Upon execution of this Lease, Tenant shall pay to Landlord the\nPrepaid Rent and first monthly installment of estimated Additional Rent (as\nhereinafter defined) specified in the Basic Lease Information to be applied\ntoward Base Rent and Additional Rent for the month of the Term specified in the\nBasic Lease Information.\n\n      (b) Additional Rent. This Lease is intended to be a triple-net Lease with\nrespect to Landlord; and subject to Paragraph 13(b) below, the Base Rent owing\nhereunder is (1) to be paid by Tenant absolutely net of all costs and expenses\nrelating to Landlord's\n\n\n                                       2\n\n \nownership and operation of the Project and the Building, and (2) not to be\nreduced, offset to diminished, directly or indirectly, by any cost, charge or\nexpense payable hereunder by Tenant or by others in connection with the\nPremises, the Building and\/or the Project or any part thereof. The provisions of\nthis Paragraph 4(b) for the payment of Tenant's Proportionate Share(s) of\nExpenses (as hereinafter defined) are intended to pass on to Tenant its share of\nall such costs and expenses. In addition to the Base Rent, Tenant shall pay to\nLandlord, in accordance with this Paragraph 4, Tenant's Proportionate Share(s)\nof all costs and expenses paid or incurred by Landlord in connection with the\nownership, operation, maintenance, management and repair of the Premises, the\nBuilding and\/or the Project or any part thereof (collectively, the \"Expenses\"),\nincluding, without limitation, all the following items (the \"Additional Rent\"):\n\n      (1) Taxes and Assessments. All real estate taxes and assessments, which\nshall include any form of tax, assessment, fee, license fee, business license\nfee, levy, penalty (if a result of Tenant's delinquency), or tax (other than net\nincome, estate, succession, inheritance, transfer or franchise taxes), imposed\nby any authority having the direct or indirect power to tax, or by any city,\ncounty, state or federal government or any improvement or other district or\ndivision thereof, whether such tax is (i) determined by the area of the\nPremises, the Building and\/or the Project or any part thereof, or the Rent and\nother sums payable hereunder by Tenant or by other tenants, including, but not\nlimited to, any gross income or excise tax levied by any of the foregoing\nauthorities with respect to receipt of Rent and\/or other sums due under this\nLease; (ii) upon any legal or equitable interest of Landlord in the Premises,\nthe Building and\/or the Project or any part thereof; (iii) upon this transaction\nor any document to which Tenant is a party creating or transferring any interest\nin the Premises, the Building and\/or the Project; (iv) levied or assessed in\nlieu of, in substitution for, or in addition to, existing or additional taxes\nagainst the Premises, the Building and\/or the Project, whether or not now\ncustomary or within the contemplation of the parties; or (v) surcharged against\nthe parking area. Tenant and Landlord acknowledge that Proposition 13 was\nadopted by the voters of the State of California in the June, 1978 election and\nthat assessments, taxes, fees, levies and charges may be imposed by governmental\nagencies for such purposes as fire protection, street, sidewalk, road, utility\nconstruction and maintenance, refuse removal and for other governmental services\nwhich may formerly have been provided without charge to property owners or\noccupants. It is the intention of the parties that all new and increased\nassessments, taxes, fees, levies and charges due to any cause whatsoever are to\nbe included within the definition of real property taxes for purposes of this\nLease. \"Taxes and assessments\" shall also include legal and consultants' fees,\ncosts and disbursements incurred in connection with proceedings to contest,\ndetermine or reduce taxes, Landlord specifically reserving the right, but not\nthe obligation, to contest by appropriate legal proceedings the amount or\nvalidity of any taxes.\n\n      (2) Insurance. All insurance for the Building and\/or the Project or any\npart thereof, including premiums for \"all risk\" fire and extended coverage\ninsurance, commercial general liability insurance, rent loss or abatement\ninsurance, earthquake insurance, flood or surface water coverage, and other\ninsurance as Landlord deems necessary in its sole discretion, and any\ndeductibles paid under policies of any such insurance.\n\n      (3) Utilities. The cost of all Utilities (as hereinafter defined) serving\nthe Premises, the Building and the Project or any part thereof that are not\nseparately metered to Tenant, any assessments or charges for Utilities or\nsimilar purposes included within any tax bill for the Building or the Project or\nany part thereof, including without limitation, entitlement fees, allocation\nunit fees, and\/or any similar fees or charges and any penalties (if a result of\nTenant's delinquency) related thereto, and any amounts, taxes, charges,\nsurcharges, assessments or impositions levied, assessed or imposed upon the\nPremises, the Building or the Project or any part thereof, or upon the Tenant's\nuse and occupancy thereof, as a result of any rationing of Utility services or\nrestriction on Utility\n\n\n                                       3\n\n \nuse affecting the Premises, the Building and\/or the Project, as contemplated in \nParagraph 5 below (collectively, \"Utility Expenses\").\n\n      (4) Common Area Expenses. All costs to operate, maintain, repair, replace,\nsupervise, insure and administer the Common Areas, including supplies,\nmaterials, labor and equipment used in or related to the operation and\nmaintenance of the Common Areas, including parking areas (including, without\nlimitation, all costs of resurfacing and restriping parking areas), signs and\ndirectories on the Building and\/or the Project, landscaping (including\nmaintenance contracts and fees payable to landscaping consultants), amenities,\nsprinkler systems, sidewalks, walkways, driveways, curbs, lighting systems and\nsecurity services, if any, provided by Landlord for the Common Areas, and any\ncharges, assessments, costs or fees levied by any association or entity of which\nthe Project or any part thereof is a member or to which the Project or any part\nthereof is subject.\n\n      (5) Parking Charges. Any parking charges or other costs levied, assessed\nor imposed by, or at the direction of, or resulting from statutes or\nregulations, or interpretations thereof, promulgated by any governmental\nauthority or insurer in connection with the use or occupancy of the Building or\nthe Project.\n\n      (6) Maintenance and Repair Costs. Except for costs which are the\nresponsibility of Landlord pursuant to Paragraph 13(b) below, all costs to\nmaintain, repair, and replace the Premises, the Building and\/or the Project or\nany part thereof, including without limitation, (i) all costs paid under\nmaintenance, management and service agreements such as contracts for Common Area\njanitorial and refuse removal and security (if provided by Landlord), (ii) all\ncosts to maintain, repair and replace the roof coverings of the Building or the\nProject or any part thereof, (iii) subject to Paragraph 13(a) below, all costs\nto maintain, repair and replace the heating, ventilating, air conditioning,\nplumbing, sewer, drainage, electrical, fire protection, life safety and security\nsystems and other mechanical and electrical systems and equipment serving the\nPremises, the Building and\/or the Project or any part thereof (collectively, the\n\"Systems\").\n\n      (7) Life Safety Costs. All costs to install, maintain, repair and replace\nall life safety systems, including, without limitation, all fire alarm systems,\nserving the Premises, the Building and\/or the Project or any part thereof\n(including all maintenance contracts and fees payable to life safety\nconsultants) whether such systems are or shall be required by Landlord's\ninsurance carriers, Laws (as hereinafter defined) or otherwise.\n\n      (8) Management and Administration. All costs for management and\nadministration of the Premises, the Building and\/or the Project or any part\nthereof, including, without limitation, a property management fee, accounting,\nauditing, billing, postage, salaries and benefits for clerical and supervisory\nemployees, whether located on the Project or off-site, payroll taxes and legal\nand accounting costs and fees for licenses and permits related to the ownership\nand operation of the Project.\n\n      Notwithstanding anything in this Section 4(b) to the contrary, with\nrespect to all sums payable by Tenant as Additional Rent under this Section 4(b)\nfor the repair or replacement of any item or the construction of any new item in\nconnection with the physical operation of the Premises, the Building or the\nProject or any part thereof (i.e., HVAC, roof membrane or coverings and parking\narea) which is a capital item the repair or replacement of which property would\nbe capitalized under generally accepted accounting principles. Tenant shall be\nrequired to pay only the pro rata share of the cost of the item falling due\nwithin the Term (including any Renewal Term) based upon the amortization of the\nsame over the useful life of such item as reasonably determined by Landlord.\n\n\n                                       4\n\n \n      (c) Payment of Additional Rent.\n\n            (1) Upon commencement of this Lease, Landlord shall submit to Tenant\nan estimate of monthly Additional Rent for the period between the Commencement\nDate and the following December 31 and Tenant shall pay such estimated\nAdditional Rent on a monthly basis, in advance, on the first day of each month.\nTenant shall continue to make said monthly payments until notified by Landlord\nof a change therein. By April 1 of each calendar year, Landlord shall endeavor\nto provide to Tenant a statement showing the actual Additional Rent due to\nLandlord for the prior calendar year, to be prorated during the first year from\nthe Commencement Date. If the total of the monthly payments of Additional Rent\nthat Tenant has made for the prior calendar year is less than the actual\nAdditional Rent chargeable to Tenant for such prior calendar year, then Tenant\nshall pay the difference in a lump sum within ten (10) days after receipt of\nsuch statement from Landlord. Any overpayment by Tenant of Additional Rent for\nthe prior calendar year shall be credited towards the Additional Rent next due.\n\n            (2) Landlord's then-current annual operating and capital budgets for\nthe Building and Project or the pertinent part thereof shall be used for\npurposes of calculating Tenant's monthly payment of estimated Additional Rent\nfor the current year, subject to adjustment as provided above. Landlord shall\nmake the final determination of Additional Rent for the year in which this Lease\nterminates as soon as possible after termination of such year. Even though the\nTerm has expired and Tenant has vacated the Premises, Tenant shall remain liable\nfor payment of any amount due to Landlord in excess of the estimated Additional\nRent previously paid by Tenant, and, conversely, Landlord shall promptly return\nto Tenant any overpayment. Failure of Landlord to submit statements as called\nfor herein shall not be deemed a waiver of Tenant's obligation to pay Additional\nRent as herein provided.\n\n            (3) Tenant understands that, in allocating Expenses of the Project\nto tenants for purposes of Paragraph 4(b), Landlord generally allocates such\nExpenses to the Phases within the Project, and then to the tenants within each\nsuch Phase based upon the tenants' respective proportionate shares of the\naggregate rentable square footage within such Phase. Tenant's \"Proportionate\nShare\" of the Phase in which the Premises are located shall be the percentage\nset forth in the Basic Lease Information as Tenant's Proportionate Share of the\nPhase, as adjusted by Landlord from time to time for a remeasurement of or\nchanges in the physical size of the Premises or the improvements within the\nPhase, whether such changes in size are due to an addition to or a sale or\nconveyance of a portion of the Phase or otherwise. Notwithstanding the\nforegoing, Landlord may revise its method of allocating Expenses among tenants\nat any time and from time to time, and, in the event of such a revision,\nTenant's \"Proportionate Share\" shall be a percentage calculated by Landlord from\ntime to time in its sole discretion and furnished to Tenant in writing.\nNotwithstanding anything in this Agreement to the contrary, Landlord may\nequitably adjust Tenant's Proportionate Share(s) for all or part of any item of\nexpense or cost reimbursable by Tenant that relates to a repair, replacement,\nor service that benefits only the Premises or only a portion of the Building\nand\/or the Project or that varies with the occupancy of the Building and\/or the\nProject. Without limiting the generality of the foregoing, Tenant understands\nand agrees that Landlord shall have the right to adjust Tenant's Proportionate\nShare(s) of any Utility Expenses based upon Tenant's use of the Utilities or\nsimilar services as reasonably estimated and determined by Landlord based upon\nfactors such as size of the Premises and intensity of use of such Utilities by\nTenant such that Tenant shall pay the portion of such charges reasonably\nconsistent with Tenant's use of such Utilities and similar services. If Tenant\ndisputes any such estimate or determination of Utility Expenses, then Tenant\nshall either pay the estimated amount or cause the Premises to be separately\nmetered at Tenant's sole expense.\n\n      (d) General Payment Terms. The Base Rent, Additional Rent and all other\nsums payable by Tenant to Landlord hereunder, including, without limitation,\npayments of principal and interest on the Tenant Improvements Loan (as defined\nin Exhibit B hereto), if any, late charges assessed pursuant to Paragraph 6\nbelow and any interest assessed\n\n\n                                       5\n\n \npursuant to Paragraph 45 below, are referred to as the \"Rent\". All Rent shall be\npaid without deduction, offset or abatement in lawful money of the United States\nof America. Checks are to be made payable to Hayward Industrial Park Associates\nand shall be mailed to: Lincoln Property Company Management Services, Inc., 101\nLincoln Centre Drive, Fourth Floor, Foster City, California 94404, or to such\nother person or place as Landlord may, from time to time, designate to Tenant in\nwriting. The Rent for any fractional part of a calendar month at the\ncommencement or termination of the Lease term shall be a prorated amount of the\nRent for a full calendar month based upon a thirty (30) day month.\n\n5. UTILITY EXPENSES\n\n      (a) Tenant shall pay the cost of all water, sewer use, sewer discharge\nfees and permit costs and sewer connection fees, gas, heat, electricity, refuse\npick-up, janitorial service, telephone and all materials and services or other\nutilities (collectively, \"Utilities\") billed or metered separately to the\nPremises and\/or Tenant, together with all taxes, assessments, charges and\npenalties added to or included within such cost. Tenant acknowledges that the\nPremises, the Building and\/or the Project may become subject to the rationing of\nUtility services or restrictions on Utility use as required by a public utility\ncompany, governmental agency or other similar entity having jurisdiction\nthereof. Tenant acknowledges and agrees that its tenancy and occupancy\nhereunder shall be subject to such rationing or restrictions as may be imposed\nupon Landlord, Tenant, the Premises, the Building and\/or the Project, and Tenant\nshall in no event be excused or relieved from any covenant or obligation to be\nkept or performed by Tenant by reason of any such rationing or restrictions.\nTenant agrees to comply with energy conservation programs implemented by\nLandlord by reason of rationing restrictions or Laws.\n\n      (b) Landlord shall not be liable for any loss, injury or damage to\nproperty caused by or resulting from any variation, interruption, or failure of\nUtilities due to any cause whatsoever, or from failure to make any repairs or\nperform any maintenance. No temporary interruption or failure of such services\nincident to the making of repairs, alterations, improvements, or due to\naccident, strike, or conditions or other events shall be deemed an eviction of\nTenant or relieve Tenant from any of its obligations hereunder. In no event\nshall Landlord be liable to Tenant for any damage to the Premises or for any\nloss, damage or injury to any property therein or thereon occasioned by\nbursting, rupture, leakage or overflow of any plumbing or other pipes\n(including, without limitation, water, steam, and\/or refrigerant lines),\nsprinklers, tanks, drains, drinking fountains or washstands, or other similar\ncause in, above, upon or about the Premises, the Building, or the Project.\n\n6. LATE CHARGE\n\n      Notwithstanding any other provision of this Lease, Tenant hereby\nacknowledges that late payment to Landlord of Rent, or other amounts due\nhereunder will cause Landlord to incur costs not contemplated by this Lease, the\nexact amount of which will be extremely difficult to ascertain. If any Rent or\nother sums due from Tenant are not received by Landlord or by Landlord's\ndesignated agent within five (5) days after their due date, then Tenant shall\npay to Landlord a late charge equal to ten percent (10%) of such overdue amount,\nplus any costs and attorneys' fees incurred by Landlord by reason of Tenant's\nfailure to pay Rent and\/or other charges when due hereunder. Landlord and Tenant\nhereby agree that such late charges represent a fair and reasonable estimate of\nthe cost that Landlord will incur by reason of Tenant's late payment and shall\nnot be construed as a penalty. Landlord's acceptance of such late charges shall\nnot constitute a waiver of Tenant's default with respect to such overdue amount\nor estop Landlord from exercising any of the other rights and remedies granted\nunder this Lease.\n\n                     Initials: Landlord _____ Tenant _____\n\n\n                                       6\n\n \n7. SECURITY DEPOSIT\n\n      Intentionally omitted.\n\n8. POSSESSION\n\n      (a) Tenant's Right of Possession. Subject to Paragraph 8(b). Tenant shall\nbe entitled to possession of the Premises upon commencement of the Term.\n\n      (b) Delay in Delivering Possession. If for any reason whatsoever, Landlord\ncannot deliver possession of the Premises to Tenant on or before the Estimated\nCommencement Date, this Lease shall not be void or avoidable, nor shall\nLandlord, or Landlord's agents, advisors, employees, partners, shareholders,\ndirectors, invitees, or independent contractors (collectively, \"Landlord's\nAgents\"), be liable to Tenant for any loss or damage resulting therefrom. Tenant\nshall not be liable for Rent until Landlord delivers possession of the Premises\nto Tenant. The Expiration Date shall be extended by the same number of days that\nTenant's possession of the Premises was delayed beyond the Estimated\nCommencement Date.\n\n9. USE OF PREMISES\n\n      (a) Permitted Use. The use of the Premises by Tenant and Tenant's agents,\nadvisors, employees, partners, shareholders, directors, invitees, or independent\ncontractors (collectively, \"Tenant's Agents\"), shall be solely for the Permitted\nUse specified in the Basic Lease Information and for no other use. Tenant shall\nnot permit any objectionable or unpleasant odor, smoke, dust, gas, noise or\nvibration to emanate from or near the Premises. The Premises shall not be used\nto create any nuisance or trespass, for any illegal purpose, for any purpose not\npermitted by Laws, for any purpose that would invalidate the insurance or\nincrease the premiums for insurance on the Premises, the Building or the Project\nor for any purpose or in any manner that would interfere with other tenants' use\nor occupancy of the Project. Tenant agrees to pay to Landlord, as Additional\nRent, any increases in premiums on policies resulting from Tenant's Permitted\nUse or any other use or action by Tenant or Tenant's Agents which increases\nLandlord's premiums or requires additional coverages by Landlord to insure the\nPremises. Tenant agrees not to overload the floor(s) of the Building.\n\n      (b) Compliance with Governmental Regulations and Private Restrictions.\nTenant and Tenant's Agents shall, at Tenant's expense, faithfully observe and\ncomply with (1) all municipal, state and federal laws, statutes, codes, rules,\nregulations, ordinances, requirements, and orders (collectively, \"Laws\"), now in\nforce or which may hereafter be in force pertaining to the Premises or Tenant's\nuse of the Premises, the Building or the Project, including without limitation,\nany Laws requiring installation of fire sprinkler systems, seismic reinforcement\nand related alterations, and removal of asbestos, whether substantial in cost or\notherwise, provided, however, that except as provided in Paragraph 9(c) below,\nTenant shall not be required to make or, except as provided in Paragraph 4\nabove, pay for, structural changes to the Premises or the Building not related\nto Tenant's specific use of the Premises unless the requirement for such changes\nis imposed as a result of any improvements or additions made or proposed to be\nmade at Tenant's request; (2) all recorded covenants, conditions, and\nrestrictions affecting the Project (\"Private Restrictions\") now in force or\nwhich may hereafter be in force, including, without limitation the Declaration\nof Covenants, Conditions and Restrictions described as Lots 1 to 15 inclusive,\nTract 4454, filed August 25, 1980, in Book 120 of Maps Page 69, in the Official\nRecords of Alameda County; and (3) any and all rules and regulations set forth\nin Exhibit D and any other rules and regulations now or hereafter promulgated by\nLandlord related to parking or the operation of the Premises, the Building\nand\/or the Project (collectively, the \"Rules and Regulations\"). The judgement of\nany court of competent jurisdiction, or the admission of Tenant in any action or\nproceeding against Tenant, whether Landlord be a party thereto or not, that\nTenant has violated any such\n\n\n                                       7\n\n \nLaws or Private Restrictions, shall be conclusive of that fact as between\nLandlord and Tenant.\n\n      (c) Compliance with Americans with Disabilities Act. Landlord and Tenant\nhereby agree and acknowledge that the Premises, the Building and\/or the Project\nmay be subject to, among other Laws, the requirements of the Americans with\nDisabilities Act, a federal law codified at 42 U.S.C 12101 et seq. including,\nbut not limited to Title III thereof, and all regulations and guidelines related\nthereto, together with all laws, rules, regulations, ordinances, codes and\nstatutes now or hereafter enacted by local or state agencies having jurisdiction\nthereof, including all requirements of Title 24 of the State of California, as\nthe same may be in effect on the date of this Lease and may be hereafter\nmodified, amended or supplemented (collectively, the \"ADA\"). Any Tenant\nImprovements to be constructed hereunder shall be in compliance with the\nrequirements of the ADA, and all costs incurred for purposes of compliance\ntherewith shall be a part of and included in the costs of the Tenant\nImprovements. Tenant shall be solely responsible for conducting its own\nindependent investigation of this matter and for ensuring that the design of all\nTenant Improvements strictly complies with all requirements of the ADA. Subject\nto reimbursement pursuant to Paragraph 4 above, if any barrier removal work or\nother work is required to the Building, the Common Areas or the Project under\nthe ADA, then such work shall be the responsibility of Landlord; provided, if\nsuch work is required under the ADA as a result of Tenant's use of the Premises\nor any work or Alteration (as hereinafter defined) made to the Premises by or on\nbehalf of Tenant, then such work shall be performed by Landlord at the sole cost\nand expense of Tenant. Except as otherwise expressly provided in this provision,\nTenant shall be responsible at its sole cost and expense for fully and\nfaithfully complying with all applicable requirements of the ADA, including,\nwithout limitation, not discriminating against any disabled persons in the\noperation of Tenant's business in our about the Premises, and offering or\notherwise providing auxiliary aids and services as, and when, required by the\nADA. Within ten (10) days after receipt, Tenant shall advise Landlord in\nwriting, and provide Landlord with copies of (as applicable), any notices\nalleging violation of the ADA relating to any portion of the Premises, the\nBuilding or the Project; any claims made or threatened orally or in writing\nregarding noncompliance with ADA and relating to any portion of the Premises,\nthe Building, or the Project; or any governmental or regulatory actions or\ninvestigations instituted or threatened regarding noncompliance with the ADA and\nrelating to any portion of the Premises, the Building or the Project. Tenant\nshall and hereby agrees to protect, defend (with counsel acceptable to Landlord)\nand hold Landlord and Landlord's Agents harmless and indemnify Landlord and\nLandlord's Agents from and against all liabilities, damages, claims, losses,\npenalties, judgments, charges and expenses (including attorney's fees, costs of\ncourt and expenses necessary in the prosecution or defense of any litigation\nincluding the enforcement of this provision) arising from or in any way related\nto, directly or indirectly, Tenant's or Tenant's Agents' violation or alleged\nviolation of the ADA. Tenant agrees that the obligation of Tenant herein shall\nsurvive the expiration or earlier termination of this Lease.\n\n10. ACCEPTANCE OF PREMISES\n\n      By entry hereunder, Tenant accepts the Premises as suitable for Tenant's\nintended use and as being in good and sanitary operating order, condition and\nrepair, AS IS, and without representation or warranty by Landlord as to the\ncondition, use or occupancy which may be made thereof. Any exceptions to the\nforegoing must be by written agreement executed by Landlord and Tenant.\nNotwithstanding the foregoing, Landlord shall deliver the Premises to Tenant\nwith all mechanical systems in good working condition. Tenant shall not be\nresponsible for any repairs of such systems during the first sixty (60) days of\nthe initial Lease Term. After such sixty (60) day period Tenant shall maintain\nsuch systems as stated in Paragraph 13 of this Lease.\n\n\n                                       8\n\n \n11. SURRENDER\n\n      Tenant agrees that on the last day of the Term, or on the sooner\ntermination of this Lease, Tenant shall surrender the Premises to Landlord (a)\nin good condition and repair (damage by acts of God, fire, and normal wear and\ntear excepted), but with all interior walls painted or cleaned so they appear\npainted, any carpets cleaned, all floors cleaned and waxed, all non-working\nlight bulbs and ballasts replaced and all roll-up doors and plumbing fixtures in\ngood condition and working order, and (b) otherwise in accordance with Paragraph\n32(h). Normal wear and tear shall not include any damage or deterioration to the\nfloors of the Premises arising from the use of forklifts in, on or about the\nPremises (including, without limitation, any marks or stains on any portion of\nthe floors), and any damage or deterioration that would have been prevented by\nproper maintenance by Tenant, or Tenant otherwise performing all of its\nobligations under this Lease. On or before the expiration or sooner termination\nof this Lease, (i) Tenant shall remove all of Tenant's Property (as hereinafter\ndefined) and Tenant's signage from the Premises, the Building and the Project\nand repair any damage caused by such removal, and (ii) Landlord may, by notice\nto Tenant given not later than ninety (90) days prior to the Expiration Date\n(except in the event of a termination of this Lease prior to the scheduled\nExpiration Date, in which event no advance notice shall be required), require\nTenant at Tenant's expense to remove any or all Alterations and\/or the initial\nTenant Improvements constructed and installed pursuant to Exhibit B hereto, and\nto repair any damage caused by such removal. Any of Tenant's property not so\nremoved by Tenant as required herein shall be deemed abandoned and may be\nstored, removed, and disposed of by Landlord at Tenant's expense, and Tenant\nwaives all claims against Landlord for any damages resulting from Landlord's\nretention and disposition of such property; provided, however, that Tenant shall\nremain liable to Landlord for all costs incurred in storing and disposing of\nsuch abandoned property of Tenant. All Tenant Improvements and Alterations\nexcept those which Landlord requires Tenant to remove shall remain in the\nPremises as the property of Landlord. If the Premises are not surrendered at the\nend of the Term or sooner termination of this Lease, and in accordance with the\nprovisions of this Paragraph 11 and Paragraph 32(b) below, Tenant shall continue\nto be responsible for the payment of Rent (as the same may be increased pursuant\nto Paragraph 35 below) until the Premises are so surrendered in accordance with\nsaid Paragraphs, and Tenant shall indemnify, defend, and hold Landlord harmless\nfrom and against any and all loss or liability resulting from delay by Tenant in\nso surrendering the Premises including, without limitation, any loss or\nliability resulting from any claim against Landlord made by any succeeding\ntenant or prospective tenant founded on or resulting from such delay and losses\nto Landlord due to lost opportunities to lease any portion of the Premises to\nany such succeeding tenant or prospective tenant, together with, in each case,\nactual attorneys' fees and costs.\n\n12. ALTERATIONS AND ADDITIONS\n\n      (a) Tenant shall not make, or permit to be made, any alteration, addition\nor improvement (hereinafter referred to individually as an \"Alteration\" and\ncollectively as the \"Alterations\") to the Premises or any part thereof without\nthe prior written consent of Landlord, which consent shall not be unreasonably\nwithheld; provided, however, that Landlord shall have the right in its sole and\nabsolute discretion to consent or to withhold its consent to any Alteration\nwhich affects the structural portions of the Premises, the Building or the\nProject or the Systems serving the Premises, the Building and\/or the Project or\nany portion thereof.\n\n      (b) Any Alteration to the Premises shall be at Tenant's sole cost and\nexpense, in compliance with all applicable Laws and all requirements requested\nby Landlord, including, without limitation, the requirements of any insurer\nproviding coverage for the Premises or the Project or any part thereof, and in\naccordance with plans and specifications approved in writing by Landlord, and\nshall be constructed and installed by a contractor approved in writing by\nLandlord. As further condition to giving consent,\n\n\n                                       9\n\n \nLandlord may require Tenant to provide Landlord, at Tenant's sole cost and\nexpense, a payment and performance bond in form acceptable to Landlord, in a\nprincipal amount not less than one and one half times the estimated costs of\nsuch Alterations, to ensure Landlord against any liability for mechanic's and\nmaterialmen's liens and to ensure completion of work. Before Alterations may\nbegin, valid building permits or other permits or licenses required must be\nfurnished to Landlord, and, once the Alterations begin, Tenant will diligently\nand continuously pursue their completion. Landlord may monitor construction of\nthe Alterations and Tenant shall reimburse Landlord from its costs (including,\nwithout limitation, the costs of any construction manager retained by Landlord)\nin reviewing plans and documents and in monitoring construction. Tenant shall\nmaintain during the course of construction, at its sole cost and expense,\nbuilders' risk insurance for the amount of the completed value of the\nAlterations on an all-risk non-reporting form covering all improvements under\nconstruction, including building materials, and other insurance in amounts and\nagainst such risks as Landlord shall reasonably require in connection with the\nAlterations. In addition to and without limitation on the generality of the\nforegoing, Tenant shall ensure that its contractor(s) procure and maintain in\nfull force and effect during the course of construction a \"broad form\"\ncommercial general liability and property damage policy of insurance naming\nLandlord, Tenant and Landlord's lenders as additional insureds. The minimum\nlimit of coverage of the aforesaid policy shall be in the amount of not less\nthan Three Million Dollars ($3,000,000.00) for injury or death of one person in\nany one accident or occurrence and in the amount of not less than Three Million\ndollars ($3,000,000.00) for injury or death of one more than one person in any\none accident or occurrence, and shall contain a severability of interest clause\nor a cross liability endorsement. Such insurance shall further insure Landlord\nand Tenant against liability for property damage of at least One Million Dollars\n($1,000,000.00).\n\n      (c) All Alterations, including, but not limited to, heating, lighting,\nelectrical, air conditioning, fixed partitioning, drapery, wall covering and\npanelling, built-in cabinet work and carpeting installations made by Tenant,\ntogether with all property that has become an integral part of the Premises or\nthe Building, shall at once be and become the property of Landlord, and shall\nnot be deemed trade fixtures or Tenant's Property. If requested by Landlord,\nTenant will pay, prior to the commencement of construction, an amount determined\nby Landlord necessary to cover the costs of demolishing such Alterations and\/or\nthe cost of returning the Premises and the Building to its condition prior to\nsuch Alterations.\n\n      (d) No private telephone systems and\/or other related computer or\ntelecommunications equipment or lines may be installed without Landlord's prior\nwritten consent. If Landlord gives such consent, all equipment must be installed\nwithin the Premises and, at the request of Landlord made at any time prior to\nthe expiration of the Term, removed upon the expiration or sooner termination of\nthis Lease and the Premises restored to the same condition as before such\ninstallation.\n\n      (e) Notwithstanding anything herein to the contrary, before installing any\nequipment or lights which generate an undue amount of heat in the Premises, or\nif Tenant plans to use any high power usage equipment in the Premises, Tenant\nshall obtain the written permission of Landlord. Landlord may refuse to grant\nsuch permission unless Tenant agrees to pay the costs to Landlord for\ninstallation of supplementary air conditioning capacity or electrical systems\nnecessitated by such equipment.\n\n      (f) Tenant agrees not to proceed to make any Alterations, notwithstanding\nconsent from Landlord to do so, until Tenant notifies Landlord in writing of the\ndate Tenant desires to commence construction or installation of such Alterations\nand Landlord has approved such date in writing, in order that Landlord may post\nappropriate notices to avoid any liability to contractors or material suppliers\nfor payment for Tenant's improvements. Tenant will at all times permit such\nnotices to be posted and to remain posted until the completion of work.\n\n\n                                       10\n\n \n13. MAINTENANCE AND REPAIRS OF PREMISES\n\n      (a) Maintenance by Tenant. Throughout the Term, Tenant shall, at its sole\nexpense, (1) keep and maintain in good order and condition the Premises, and\nrepair and replace every part thereof, including glass, windows, window frames,\nwindow casements, skylights, interior and exterior doors, door frames and door\nclosers, interior lighting (including, without limitation, light bulbs and\nballasts), the plumbing and electrical systems exclusively serving the Premises,\nall communications systems serving the Premises, Tenant's signage, interior\ndemising walls and partitions, equipment, interior painting and interior walls\nand floors, and the roll-up doors, ramps and dock equipment, including, without\nlimitation, dock bumpers, dock plates, dock seals, dock levelers and dock lights\nlocated in or on the Premises (excepting only those portions of the Building or\nthe Project to be maintained by Landlord, as provided in Paragraph 13(b) below),\n(2) furnish all expendables, including light bulbs, paper goods and soaps, used\nin the Premises, and (3) keep and maintain in good order and condition, repair\nand replace all of Tenant's security systems in or about or serving the\nPremises. Tenant shall not do nor shall Tenant allow Tenant's Agents to do\nanything to cause damage, deterioration or unsightliness to the Premises, the\nBuilding or the Project.\n\n      (b) Maintenance by Landlord. Subject to the provisions of Paragraphs\n13(a), 22 and 23, and further subject to Tenant's obligation under Paragraph 4\nto reimburse Landlord, in the form of Additional Rent, for Tenant's\nProportionate Share(s) of the cost and expense of the following items, Landlord\nagrees to repair and maintain the following items: the roof coverings (provided\nthat Tenant installs no additional air conditioning or other equipment on the\nroof that damages the roof covering, in which event Tenant shall pay all costs\nresulting from the presence of such additional equipment); the Systems serving\nthe Premises and the Building, excluding the plumbing and electrical systems\nexclusively serving the Premises; and the Parking Areas, pavement, landscaping,\nsprinkler systems, sidewalks, driveways, curbs, and lighting systems in the\nCommon Areas. Subject to the provisions of Paragraphs 13(a), 22 and 23,\nLandlord, at its own cost and expense, agrees to repair and maintain the\nfollowing items: the structural portions of the roof (specifically excluding the\nroof coverings), the foundation, the footings, the floor slab, and the load\nbearing walls and exterior walls of the Building (excluding any glass and any\nroutine maintenance, including, without limitation, any painting, sealing,\npatching and waterproofing of such walls). Notwithstanding anything in this\nParagraph 13 to the contrary, Landlord shall have the right to either repair or\nto require Tenant to repair any damage to any portion of the Premises, the\nBuilding and\/or the Project caused by or created due to any act, omission,\nnegligence or willful misconduct of Tenant or Tenant's Agents and to restore the\nPremises, the Building and\/or the Project, as applicable, to the condition\nexisting prior to the occurrence of such damage; provided, however, that in the\nevent Landlord elects to perform such repair and restoration work, Tenant shall\nreimburse Landlord upon demand for all costs and expenses incurred by Landlord\nin connection therewith. Landlord's obligation hereunder to repair and maintain\nis subject to the condition precedent that Landlord shall have received written\nnotice of the need for such repairs and maintenance and a reasonable time to\nperform such repair and maintenance. Tenant shall promptly report in writing to\nLandlord any defective condition known to it which Landlord is required to\nrepair, and failure to so report such defects shall make Tenant responsible to\nLandlord for any liability incurred by Landlord by reason of such condition.\n\n      (c) Tenant's Waiver of Rights. Tenant hereby expressly waives all rights\nto make repairs at the expense of Landlord or to terminate this Lease, as\nprovided for in California Civil Code Sections 1941 and 1942, and 1932(1),\nrespectively, and any similar or successor statute or law in effect or any\namendment thereof during the Term.\n\n14. LANDLORD'S INSURANCE\n\n      Landlord shall purchase and keep in force fire, extended coverage and \"all\nrisk\" insurance covering the Building and the Project. Tenant shall, at its sole\ncost and\n\n\n                                       11\n\n \nexpense, comply with any and all reasonable requirements pertaining to the\nPremises, the Building and the Project of any insurer necessary for the\nmaintenance of reasonable fire and commercial general liability insurance,\ncovering the Building and the Project. Landlord, at Tenant's cost, may maintain\n\"Loss of Rents\" insurance, insuring that the Rent will be paid in a timely\nmanner to Landlord for a period of a least twelve (12) months if the Premises,\nthe Building or the Project or any portion there of are destroyed or rendered\nunusable or inaccessible by any cause insured against under this Lease.\n\n15. TENANT'S INSURANCE\n\n      (a) Commercial General Liability Insurance. Tenant shall, at Tenant's\nexpense, secure and keep in force a \"broad form\" commercial general liability\ninsurance and property damage policy covering the Premises, insuring Tenant, and\nnaming Landlord and its lenders as additional insureds, against any liability\narising out of the ownership, use, occupancy or maintenance of the Premises. The\nminimum limit of coverage of such policy shall be in the amount of not less than\nThree Million Dollars ($3,000,000.00) for injury or death of one person in any\none accident or occurrence and in the amount of not less than Three Million\ndollars ($3,000,000.00) for injury or death of more than one person in any one\naccident or occurrence, shall include an extended liability endorsement\nproviding contractual liability coverage (which shall include coverage for\nTenant's indemnification obligations in this Lease), and shall contain a\nseverability of interest clause or a cross liability endorsement. Such insurance\nshall further insure Landlord and Tenant against liability for property damage\nof at least Three Million Dollars ($3,000,000.00). Landlord may from time to\ntime require reasonable increases in any such limits if Landlord believes that\nadditional coverage is necessary or desirable. The limit of any insurance shall\nnot limit the liability of Tenant hereunder. No policy maintained by Tenant\nunder this Paragraph 15(a) shall contain a deductible greater than two thousand\nfive hundred dollars ($2,500.00). No policy shall be cancelable or subject to\nreduction of coverage without thirty (30) days prior written notice to Landlord,\nand loss payable clauses shall be subject to Landlord's approval. Such policies\nof insurance shall be issued as primary policies and not contributing with or in\nexcess of coverage that Landlord may carry, by an insurance company authorized\nto do business in the State of California for the issuance of such type of\ninsurance coverage and rated A:XIII or better in Best's Key Rating Guide.\n\n      (b) Personal Property Insurance. Tenant shall maintain in full force and\neffect on all of its personal property, furniture, furnishings, trade or\nbusiness fixtures and equipment (collectively, \"Tenant's Property\") on the\nPremises, a policy or policies of fire and extended coverage insurance with\nstandard coverage endorsement to the extent of the full replacement cost\nthereof. No such policy shall contain a deductible greater than two thousand\nfive hundred dollars ($2,500.00). During the term of the Lease the proceeds from\nany such policy or policies of insurance shall be used for the repair or\nreplacement of the fixtures and equipment so insured. Landlord shall have no\ninterest in the insurance upon Tenant's equipment and fixtures and will sign all\ndocuments reasonably necessary in connection with the settlement of any claim or\nloss by Tenant. Landlord will not carry insurance on Tenant's possessions.\n\n      (c) Worker's Compensation Insurance; Employer's Liability Insurance.\nTenant shall, at Tenant's expense, maintain in full force and effect worker's\ncompensation insurance with not less than the minimum limits required by law,\nand employer's liability insurance with a minimum limit of coverage of One\nMillion Dollars ($1,000,000).\n\n      (d) Evidence of Coverage. Tenant shall deliver to Landlord certificates of\ninsurance and true and complete copies of any and all endorsements required\nherein for all insurance required to be maintained by Tenant hereunder at the\ntime of execution of this Lease by Tenant. Tenant shall, at least thirty (30)\ndays prior to expiration of each policy, furnish Landlord with certificates of\nrenewal or \"binders\" thereof. Each certificate shall expressly provide that such\npolicies shall not be cancelable or otherwise subject to modification except\nafter thirty (30) days prior written notice to Landlord and\n\n\n                                       12\n\n \nthe other parties named as additional insureds as required in this Lease (except\nfor cancellation for nonpayment of premium, in which event cancellation shall\nnot take effect until at least ten (10) days notice has been given to Landlord).\n\n16. INDEMNIFICATION\n\n      (a) Of Landlord. Tenant shall indemnify and hold harmless Landlord,\nLandlord's investment advisor and agent, Allegis Realty Investors LLC, and\nLandlord's Agents against and from any and all claims, liabilities, judgments,\ncosts, demands, causes of action and expenses (including, without limitation,\nreasonable attorney's fees) arising from (1) the use of the Premises, the\nBuilding or the Project by Tenant or Tenant's Agents, or from any activity done,\npermitted or suffered by Tenant or Tenant's Agents in or about the Premises, the\nBuilding or the Project, and (2) any act, neglect, fault, willful misconduct or\nomission of Tenant or Tenant's Agents, or from any breach or default in the\nterms of this Lease by Tenant or Tenant's Agents, and (3) any action or\nproceeding brought on account of any matter items (1) or (2). If any action or\nproceeding is brought against Landlord by reason of any such claim, upon notice\nfrom Landlord, Tenant shall defend the same at Tenant's expense by counsel\nreasonably satisfactory to Landlord. As a material part of the consideration to\nLandlord, Tenant hereby releases Landlord and Landlord's Agents from\nresponsibility for, waives it entire claim of recovery for and assumes all risk\nof (i) damage to property or injury to persons in or about the Premises, the\nBuilding or the Project from any cause whatsoever (except that which is caused\nby the sole active gross negligence or willful misconduct of Landlord or\nLandlord's Agents or by the failure of Landlord to observe any of the terms and\nconditions of this Lease, if such failure has persisted for an unreasonable\nperiod of time after written notice of such failure), or (ii) loss resulting\nfrom business interruption or loss of income at the Premises. The obligations of\nTenant under this Paragraph 16 shall survive any termination of this Lease.\n\n      (b) No Impairment of Insurance. The foregoing indemnity shall not relieve\nany insurance carrier of its obligations under any policies required to be\ncarried by either party pursuant to this Lease, to the extent that such policies\ncover the peril or occurrence that results in the claim that is subject to the\nforegoing indemnity.\n\n17. SUBROGATION\n\n      Landlord and Tenant hereby mutually waive any claim against the other and\nits Agents for any loss or damage to any of their property located on or about\nthe Premises, the Building or the Project that is caused by or results from\nperils covered by property insurance carried by the respective parties, to the\nextent of the proceeds of such insurance actually received with respect to such\nloss or damage, whether or not due to the negligence of the other party or its\nAgents. Because the foregoing waivers will preclude the assignment of any claim\nby way of subrogation to an insurance company or any other person, each party\nnow agrees to immediately give to its insurer written notice of the terms of\nthese mutual waivers and shall have their insurance policies endorsed to prevent\nthe invalidation of the insurance coverage because of these waivers. Nothing in\nthis Paragraph 17 shall relieve a party of liability to the other for failure to\ncarry insurance required by this Lease.\n\n18. SIGNS\n\n      Tenant shall not place or permit to be placed in, upon, or about the\nPremises, the Building or the Project any exterior lights, decorations,\nballoons, flags, pennants, banners, advertisements or notices, or erect or\ninstall any signs, windows or door lettering, placards, decorations, or\nadvertising media of any type which can be viewed from the exterior the Premises\nwithout obtaining Landlord's prior written consent or without complying with\nLandlord's signage criteria specified on Exhibit E hereto, as the same may be\nmodified by Landlord from time to time, and with all applicable Laws and will\nnot conduct, or permit to be conducted, any sale by auction on the Premises or\notherwise\n\n\n                                       13\n\n \non the Project. Tenant shall remove any sign, advertisement or notice placed on\nthe Premises, the Building or the project by Tenant upon the expiration of the\nterm or sooner termination of this Lease, and Tenant shall repair any damage or\ninjury to the Premises, the Building or the Project caused thereby, all at\nTenant's expense. If any signs are not removed, or necessary repairs not made,\nLandlord shall have the right to remove the signs and repair any damage or\ninjury to the Premises, the Building or the Project at Tenant's sole cost and\nexpense.\n\n19. FREE FROM LIENS\n\n      Tenant shall keep the Premises, the Building and the Project free from any\nliens arising out of any work performed, material furnished or obligations\nincurred by or for Tenant. In the event that Tenant shall not, within ten (10)\ndays following the imposition of any such lien, cause the lien to be released of\nrecord by payment or posting of a proper bond, Landlord shall have in addition\nto all other remedies provided herein and by law the right but not the\nobligation to cause same to be released by such means as it shall deem proper,\nincluding payment of the claim giving rise to such lien. All such sums paid by\nLandlord and all expenses incurred by it in connection therewith (including,\nwithout limitation, attorneys' fees) shall be payable to Landlord by tenant upon\ndemand. Landlord shall have the right at all times to post and keep posted on\nthe Premises any notices permitted or required by law or that Landlord shall\ndeem proper for the protection of Landlord, the Premises, the Building and the\nProject, from mechanics' and materialmens' liens. Tenant shall give to Landlord\nat least five (5) business days' prior written notice of commencement of any\nrepair or construction on the Premises.\n\n20. ENTRY BY LANDLORD\n\n      Tenant shall permit Landlord and Landlord's agents to enter into and upon\nthe Premises at all reasonable times, upon reasonable notice (except in the case\nof an emergency, for which no notice shall be required), and subject to Tenant's\nreasonable security arrangements, for the purpose of inspecting the same or\nshowing the Premises to prospective purchasers, lenders or tenants to alter,\nimprove, maintain and repair the Premises or the Building as required or\npermitted of Landlord under the terms hereof, or for any other business purpose,\nwithout any rebate of rent and without any liability to Tenant for any loss of\noccupation or quiet enjoyment of the Premises thereby occasioned (except for\nactual damages resulting from the sole active gross negligence or willful\nmisconduct of Landlord); and Tenant shall permit Landlord to post notices of\nnon-responsibility and ordinary \"for sale\" or \"for lease\" signs. No such entry\nshall be construed to be a forcible or unlawful entry into, or a detainer of,\nthe Premises, or an eviction of Tenant from the Premises. Landlord may\ntemporarily close entrances, doors, corridors, elevators or other facilities\nwithout liability to Tenant by reason of such closure in the case of an\nemergency and when Landlord otherwise deems such closure necessary.\n\n21. DESTRUCTION AND DAMAGE\n\n      (a) If the Premises are damaged by fire or other perils covered by\nextended coverage insurance, Landlord shall, at Landlord's option:\n\n            (1) In the event of total destruction (which shall mean destruction\nor damage in excess of twenty-five (25%) percent of the full insurable value\nthereof) of the Premises, elect either to commence promptly to repair and\nrestore the Premises and prosecute the same diligently to completion, in which\nevent this Lease shall remain in full force and effect; or not to repair or\nrestore the Premises, in which event this Lease shall terminate. Landlord shall\ngive Tenant written notice of its intention within sixty (60) days after the\ndate (the \"Casualty Discovery Date\") Landlord obtains actual knowledge of such\ndestruction. If Landlord elects not to restore the Premises, this Lease shall be\ndeemed to have terminated as of the date of such total destruction.\n\n\n                                       14\n\n \n            (2) In the event of a partial destruction (which shall mean\ndestruction or damage to an extent not exceeding twenty-five percent (25%) of\nthe full insurable value thereof) of the Premises for which Landlord will\nreceive insurance proceeds sufficient to cover the cost to repair and restore\nsuch partial destruction and, if the damage thereto is such that the Premises\nmay be substantially repaired or restored to its condition existing immediately\nprior to such damage or destruction within one hundred eighty (180) days from\nthe Casualty Discovery Date, Landlord shall commence and proceed diligently with\nthe work of repair and restoration, in which event the Lease shall continue in\nfull force and effect. If such repair and restoration requires longer than one\nhundred eighty (180) days or if the insurance proceeds therefor (plus any\namounts Tenant may elect or is obligated to contribute) are not sufficient to\ncover the cost of such repair and restoration, Landlord may elect either to so\nrepair and restore, in which event the Lease shall continue in full force and\neffect, or not to repair and restore, in which event the Lease shall terminate.\nIn either case, Landlord shall give written notice to Tenant of its intention\nwithin sixty (60) days after the Casualty Discovery Date. If Landlord elects not\nto restore the Premises, this Lease shall be deemed to have terminated as of the\ndate of such partial destruction.\n\n            (3) Notwithstanding anything to the contrary contained in this\nParagraph, in the event of damage to the Premises occurring during the last\ntwelve (12) months of the Term, Landlord may elect to terminate this Lease by\nwritten notice of such election given to Tenant within thirty (30) days after\nthe Casualty Discovery Date.\n\n      (b) If the Premises are damaged by any peril not covered by extended\ncoverage insurance, and the cost to repair such damage exceeds any amount Tenant\nmay agree to contribute, Landlord may elect either to commence promptly to\nrepair and restore the Premises and prosecute the same diligently to completion,\nin which event this Lease shall remain in full force and effect, or not to\nrepair or restore the Premises, in which event this Lease shall terminate.\nLandlord shall give Tenant written notice of its intention within sixty (60)\ndays after the Casualty Discovery Date. If Landlord elects not to restore the\nPremises, this Lease shall be deemed to have terminated as of the date on which\nTenant surrenders possession of the Premises to Landlord, except that if the\ndamage to the Premises materially impairs Tenant's ability to continue its\nbusiness operation in the Premises, then this Lease shall be deemed to have\nterminated as of the date such damage occurred.\n\n      (c) Notwithstanding anything to the contrary in this Paragraph 22,\nLandlord shall have the option to terminate this Lease, exercisable by notice to\nTenant within sixty (60) days after the Casualty Discovery Date, in each of the\nfollowing instances:\n\n            (1) If more than twenty five percent (25%) of the full insurable\nvalue of the Building or the Project is destroyed, regardless of whether or not\nthe Premises are destroyed.\n\n            (2) If the Building or the Project or any portion thereof is damaged\nor destroyed and the repair and restoration of such damage requires longer than\none hundred eighty (180) days from the Casualty Discovery Date.\n\n            (3) If the Building or the Project or any portion thereof is damaged\nor destroyed and the insurance proceeds therefor are not sufficient to cover the\ncosts of repair and restoration.\n\n            (4) If the Building or the Project or any portion thereof is damaged\nor destroyed during the last twelve (12) months of the Term.\n\n      (d) In the event of repair and restoration as herein provided, the monthly\ninstallments of Base Rent shall be abated proportionately in the ratio which\nTenant's use of the Premises is impaired during the period of such repair or\nrestoration, but only to the extent of rental abatement insurance proceeds\nreceived by Landlord; provided, however,\n\n\n                                       15\n\n \nthat Tenant shall not be entitled to such abatement to the extent that such\ndamage or destruction resulted from the acts or inaction of Tenant or Tenant's\nAgents. Except as expressly provided in the immediately preceding sentence with\nrespect to abatement of Base Rent, Tenant shall have no claim against Landlord\nfor, and hereby releases Landlord and Landlord's Agents from responsibility for\nand waives its entire claim of recovery for any cost, loss or expense suffered\nor incurred by Tenant as a result of any damage to or destruction of the\nPremises, the Building or the Project or the repair or restoration thereof,\nincluding, without limitation, any cost, loss or expense resulting from any loss\nof use of the whole or any part of the Premises, the Building or the Project\nand\/or any inconvenience or annoyance occasioned by such damage, repair or\nrestoration.\n\n      (e) If Landlord is obligated to or elects to repair or restore as herein\nprovided, Landlord shall repair or restore only the initial tenant improvements,\nif any, constructed by landlord in the Premises pursuant to the terms of this\nLease, substantially to their condition existing immediately prior to the\noccurrence of the damage or destruction; and Tenant shall promptly repair and\nrestore, at Tenant's expense, Tenant's Alterations which were not constructed by\nLandlord.\n\n      (f) Tenant hereby waives the provisions of California Civil Code Section\n1932(2) and Section 1933(4) which permit termination of a lease upon destruction\nof the leased premises, and the provisions of any similar law now or hereinafter\nin effect, and the provisions of Paragraph 22 shall govern exclusively in case\nof such destruction.\n\n22. CONDEMNATION\n\n      (a) If twenty-five percent (25%) or more of either the Premises, the\nBuilding or the Project or the parking areas for the Building or the Project is\ntaken for any public or quasi-public purpose by any lawful governmental power or\nauthority, by exercise of the right of appropriation, inverse condemnation,\ncondemnation or eminent domain, or sold to prevent such taking (each such event\nbeing referred to as a \"Condemnation\"), Landlord may, at its option, terminate\nthis Lease as of the date title vests in the condemning party. If twenty-five\npercent (25%) or more of the Premises is taken and if the Premises remaining\nafter such Condemnation and any repairs by Landlord would be untenantable for\nthe conduct of Tenant's business operations, Tenant shall have the right to\nterminate this Lease as of the date title vests in the condemning party. If\neither party elects to terminate this Lease as provided herein, such election\nshall be made by written notice to the other party given within thirty (30) days\nafter the nature and extent of such Condemnation have been finally determined.\nIf neither Landlord nor Tenant elects to terminate this Lease to the extent\npermitted above, Landlord shall promptly proceed to restore the premises, to the\nextent of any Condemnation award received by Landlord, to substantially the same\ncondition as existed prior to such Condemnation, allowing for the reasonable\neffects of such Condemnation, and a proportionate abatement shall be made to the\nBase Rent corresponding to the time during which, and to the portion of the\nfloor area of the Premises (adjusted for any increase thereto resulting from any\nreconstruction) of which Tenant is deprived on account of such Condemnation and\nrestoration, as reasonably determined by Landlord. Except as expressly provided\nin the immediately preceding sentence with respect to abatement of Base Rent,\nTenant shall have no claim against Landlord for, and hereby releases Landlord\nand Landlord's Agents from responsibility for and waives its entire claim of\nrecovery for any cost, loss or expense suffered or incurred by Tenant as a\nresult of any Condemnation or the repair or restoration of the Premises, the\nBuilding or the Project or the parking areas for the Building or the Project\nfollowing such Condemnation, including, without limitation, any cost, loss or\nexpense resulting from any loss of use of the whole or any part of the Premises,\nthe Building, the Project or the parking areas and\/or any inconvenience or\nannoyance occasioned by such Condemnation, repair or restoration. The provisions\nof California Code of Civil Procedure Section 1265.130, which allows either\nparty to petition the Superior Court to terminate the lease in the event of a\npartial taking of the\n\n\n                                       16\n\n \nPremises, the Building or the Project or the parking areas for the Building or\nthe Project, and any other applicable law now or hereafter enacted, are hereby\nwaived by Tenant.\n\n      (b) Landlord shall be entitled to any and all compensation, damages,\nincome, rent, awards, or any interest therein whatsoever which may be paid or\nmade in connection with any Condemnation, and Tenant shall have no claim against\nLandlord for the value of any unexpired term of this Lease or otherwise;\nprovided, however, that Tenant shall be entitled to receive any award separately\nallocated by the condemning authority to Tenant for Tenant's relocation expenses\nor the value of Tenant's Property (specifically excluding fixtures, Alterations\nand other components of the Premises which under this Lease or by law are or at\nthe expiration of the Term will become the property of Landlord), provided that\nsuch award does not reduce any award otherwise allocable or payable to Landlord.\n\n23. ASSIGNMENT AND SUBLETTING\n\n      (a) Tenant shall not voluntarily or by operation of law, (1) mortgage,\npledge, hypothecate or encumber this Lease or any interest herein, (2) assign or\ntransfer this Lease or any interest herein, sublease the Premises or any part\nthereof, or any right or privilege appurtenant thereto, or allow any other\nperson (the employees and invitees of Tenant excepted) to occupy or use the\nPremises, or any portion thereof, without first obtaining the written consent of\nLandlord, which consent shall not be withheld unreasonably provided that (i)\nTenant is not then in Default under this Lease nor is any event then occurring\nwhich with the giving of notice or the passage of time, or both, would\nconstitute a Default hereunder, and (ii) Tenant has not previously assigned or\ntransferred this Lease or any interest herein or subleased the Premises or any\npart thereof. When Tenant requests Landlord's consent to such assignment or\nsubletting, it shall notify Landlord in writing of the name and address of the\nproposed assignee or subtenant and the nature and character of the business of\nthe proposed assignee or subtenant and shall provide current and prior financial\nstatements for the proposed assignee or subtenant prepared in accordance with\ngenerally accepted accounting principles. Tenant shall also provide landlord\nwith a copy of the proposed sublease or assignment agreement, including all\nmaterial terms and conditions thereof. Landlord shall have the option, to be\nexercised within thirty (30) days of receipt of the foregoing, to (1) terminate\nthis Lease as of the commencement date stated in the proposed sublease or\nassignment, (2) sublease or take and assignment, as the case may be, from Tenant\nof the interest, or any portion thereof, in this Lease and\/or the Premises that\nTenant proposes to assign or sublease, on the same terms and conditions as\nstated in the proposed sublet or assignment agreement, (3) consent to the\nproposed assignment or sublease, or (4) refuse to consent to the proposed\nassignment or sublease, providing that such consent shall not be unreasonably\nwithheld so long as Tenant is not then in Default under this Lease nor is any\nevent then occurring which with the giving of notice or the passage of time, or\nboth, would constitute a default hereunder. In the event Landlord elects to\nterminate this Lease or sublease or take an assignment from Tenant of the\ninterest, or portion thereof, in the Lease and\/or the Premises that Tenant\nproposes to assign or sublease as provided in the foregoing clauses (1) and (2),\nrespectively, then Landlord shall have the additional right to negotiate\ndirectly with Tenant's proposed assignee or subtenant and to enter into a direct\nlease or occupancy agreement with such party on such terms as shall be\nacceptable to Landlord in its sole and absolute discretion, and Tenant hereby\nwaives any claims against Landlord related thereto, including, without\nlimitation, any claims for any compensation or profit related to such lease or\noccupancy agreement.\n\n      (b) Without otherwise limiting the criteria upon which Landlord may\nwithhold its consent, Landlord shall be entitled to consider all reasonable\ncriteria including, but not limited to, the following: (1) whether or not the\nproposed subtenant or assignee is engaged in a business which, and the use of\nthe Premises will be in a manner which, is in keeping with the then character\nand nature of all other tenancies in the Project, (2) whether the use to be made\nof the Premises by the proposed subtenant or assignee will conflict with any\nso-called \"exclusive\" use then in favor of any other tenant of the\n\n\n                                       17\n\n \nBuilding or the Project, and whether such use would be prohibited by any other\nportion of this Lease, including, but not limited to, any rules and regulations\nthen in effect, or under applicable Laws, and whether such use imposes a greater\nload upon the Premises and the Building and Project services then imposed by\nTenant, (3) the business reputation of the proposed individuals who will be\nmanaging and operating the business operations of the assignee or subtenant, and\nthe long-term financial and competitive business prospects of the proposed\nassignee or subtenant, and (4) the creditworthiness and financial stability of\nthe proposed assignee or subtenant in light of the responsibilities involved. In\nany event, Landlord may withhold its consent to any assignment or sublease, if\n(i) the actual use proposed to be conducted in the Premises or portion thereof\nconflicts with the provisions of Paragraph 8(a) or (b) above or with any other\nlease which restricts the use to which any space in the Building or the Project\nmay be put, or (ii) the proposed assignment or sublease requires alterations,\nimprovements or additions to the Premises or portions thereof.\n\n      (c) If Landlord approves an assignment or subletting as herein provided,\nTenant shall pay to Landlord, as additional rent 75% of the difference, if any\nbetween (1) the Base Rent plus Additional Rent allocable to that part of the\nPremises affected by such assignment or sublease pursuant to the provisions of\nthis Lease, and (2) the rent and any additional rent payable by the assignee or\nsublessee to Tenant, less reasonable and customary market-based leasing\ncommissions, if any, incurred by Tenant in connection with such assignment or\nsublease. The assignment or sublease agreement, as the case may be, after\napproval by Landlord, shall not be amended without Landlord's prior written\nconsent, and shall contain a provision directing the assignee or subtenant to\npay the rent and other sums due thereunder directly to Landlord upon receiving\nwritten notice from Landlord that Tenant is in default under this Lease with\nrespect to the payment of Rent. In the event that, notwithstanding the giving of\nsuch notice, Tenant collects any rent or other sums from assignee or subtenant,\nthen Tenant shall hold such sums in trust for the benefit of Landlord and shall\nimmediately forward the same to Landlord. Landlord's collection of such rent and\nother sums shall not constitute an acceptance by Landlord of attornment by such\nassignee or subtenant. A consent to one assignment, subletting, occupation or\nuse shall not be deemed to be a consent to any other or subsequent assignment,\nsubletting, occupation or use, and consent to any assignment or subletting shall\nin no way relieve Tenant of any liability under this Lease. Any assignment or\nsubletting without Landlord's consent shall be void, and shall, at the option of\nLandlord, constitute a Default under this Lease.\n\n      (d) Notwithstanding any assignment or subletting, Tenant and any guarantor\nor surety of Tenant's obligations under this Lease shall at all times remain\nfully responsible and liable for the payment of the Rent and for compliance with\nall of Tenant's other obligations under this Lease (regardless of whether\nLandlord's approval has been obtained for any such assignment or subletting).\n\n      (e) Tenant shall pay Landlord's reasonable fees (including, without\nlimitation, the fees of Landlord's counsel), incurred in connection with\nLandlord's review and processing of documents regarding any proposed assignment\nor sublease.\n\n      (f) Notwithstanding anything in this Lease to the contrary, in the event\nLandlord consents to an assignment or subletting by Tenant in accordance with\nthe terms of this Paragraph 24, Tenant's assignee or subtenant shall have no\nright to further assign this Lease or any interest therein or thereunder or to\nfurther sublease all or any portion of the Premises. In furtherance of the\nforegoing, Tenant acknowledges and agrees on behalf of itself and any assignee\nor subtenant claiming under it (and any such assignee or subtenant by accepting\nsuch assignment or sublease shall be deemed to acknowledge and agree) that no\nsub-subleases or further assignments of this Lease shall be permitted at any\ntime.\n\n      (g) Tenant acknowledges and agrees that the restrictions, conditions and\nlimitations imposed by this Paragraph 24 on Tenant's ability to assign or\ntransfer this Lease or any interest herein, to sublet the Premises or any part\nthereof, to transfer or assign any right or\n\n\n                                       18\n\n \nprivilege appurtenant to the Premises, or to allow any other person to occupy or\nuse the Premises or any portion thereof, are, for the purposes of California\nCivil Code Section 1951.4, as amended from time to time, and for all other\npurposes, reasonable at the time that the Lease was entered into, and shall be\ndeemed to be reasonable at the time that Tenant seeks to assign or transfer this\nLease or any interest herein, to sublet the Premises or any part thereof, to\ntransfer or assign any right or privilege appurtenant to the Premises, or to\nallow any other person to occupy or use the Premises or any portion thereof.\n\n      So long as Tenant delivers to Landlord (1) at least thirty (30) days prior\nwritten notice of its intention to assign or sublease the Premises to any\nRelated Entity, which notice shall set forth the name of the Related Entity, (2)\na copy of the proposed agreement pursuant to which such assignment or sublease\nshall be effectuated, and (3) such other information concerning the Related\nEntity as Landlord may reasonably require, including without limitation,\ninformation regarding any change in the proposed use of any portion of the\nPremises and any financial information with respect to such Related Entity, and\nso long as (i) Landlord approves, in writing of any change in the proposed use\nof the subject portion of the Premises and such financial information and (ii)\nsuch Related Entity expressly assumes all of the obligations, duties and\nprovisions under the Lease and no such assignment shall act as a release of the\noriginally named Tenant from such obligations, duties and provisions, then\ntenant may assign this Lease or sublease any portion of the premises (X) to any\nRelated Entity, or (Y) in connection with any merger, consolidation or sale of\nsubstantially all of the assets of Tenant, without having to obtain the prior\nwritten consent of Landlord thereto. For purposes of this Lease the term\n\"Related Entity\" shall mean and refer to any corporation or entity which\ncontrols, is controlled by or is under common control with Tenant, as all of\nsuch terms are customarily used in the industry, and with an equal or greater\nnet worth as Tenant has as of the proposed transfer date.\n\n24. TENANT'S DEFAULT\n\n      The occurrence of any one of the following events shall constitute an\nevent of default on the part of Tenant (\"Default\"):\n\n      (a) The vacation or abandonment of the Premises by Tenant for a period of\nten (10) consecutive days or any vacation or abandonment of the Premises by\nTenant which would cause any insurance policy to be invalidated or otherwise\nlapse, or the failure of Tenant to continuously operate Tenant's business in the\nPremises, in each of the foregoing cases irrespective of whether or not Tenant\nis then in monetary default under this Lease. Tenant agrees to notice and\nservice of notice as provided for in this Lease and waives any right to any\nother or further notice or service of notice which Tenant may have under any\nstatute or law now or hereafter in effect;\n\n      (b) Failure to pay any installment of Rent or any other monies due and\npayable hereunder, said failure continuing for a period of three (3) days after\nthe same is due;\n\n      (c) A general assignment by Tenant or any guarantor or surety of Tenant's\nobligations hereunder (collectively, \"Guarantor\") for the benefit of creditors;\n\n      (d) The filing of a voluntary petition in bankruptcy by Tenant or any\nGuarantor, the filing by Tenant or any Guarantor of a voluntary petition for an\narrangement, the filing by or against Tenant or any Guarantor of a petition,\nvoluntary or involuntary, for reorganization, or the filing of an involuntary\npetition by the creditors of Tenant or any Guarantor, said involuntary petition\nremaining undischarged for a period of sixty (60) days;\n\n\n                                       19\n\n \n      (e) Receivership, attachment, or other judicial seizure of substantially\nall of Tenant's assets on the Premises, such attachment or other seizure\nremaining undismissed or undischarged for a period of sixty (60) days after the\nlevy thereof;\n\n      (f) Death or disability of Tenant or any Guarantor, if Tenant or such\nGuarantor is a natural person or the failure by Tenant or any Guarantor to\nmaintain its legal existence, if Tenant or such Guarantor is a corporation,\npartnership, limited liability company, trust or other legal entity;\n\n      (g) Failure of Tenant to execute and deliver to Landlord any estoppel\ncertificate, subordination agreement, or lease amendment within the time periods\nand in the manner required Paragraphs 30 or 31 or 42;\n\n      (h) An assignment or sublease, or attempted assignment or sublease, of\nthis Lease or the Premises by Tenant contrary to the provision of Paragraph 24,\nunless such assignment or sublease is expressly conditioned upon Tenant having\nreceived Landlord's consent thereto;\n\n      (i) Failure of Tenant to restore the Security Deposit to the amount and\nwithin the time period provided in Paragraph 7 above;\n\n      (j) Failure in the performance of any of Tenant's covenants, agreements or\nobligations hereunder (except those failures specified as events of Default in\nsubparagraphs (b), (l) or (m) above or any other subparagraphs of this Paragraph\n25, which shall be governed by such other Paragraphs), which failure continues\nfor ten (10) days after written notice thereof from Landlord to Tenant, provided\nthat, if Tenant has exercised reasonable diligence to cure such failure and such\nfailure cannot be cured within such ten (10) day period despite reasonable\ndiligence, Tenant shall not be in default under this subparagraph so long as\nTenant thereafter diligently and continuously prosecutes the cure to completion\nand actually completes such cure within thirty (30) days after the giving of the\naforesaid written notice;\n\n      (k) Chronic delinquency by Tenant in the payment of Rent, or any other\nperiodic payments required to be paid by Tenant under this Lease. \"Chronic\ndelinquency\" shall mean failure by Tenant to pay Rent, or any other payments\nrequired to be paid by Tenant under this Lease within three (3) days after\nwritten notice thereof for any three (3) months (consecutive or nonconsecutive)\nduring any period of twelve (12) months. In the event of a Chronic Delinquency,\nin addition to Landlord's other remedies for Default provided in this Lease, at\nLandlord's option, Landlord shall have the right to require that Rent be paid by\nTenant quarterly, in advance;\n\n      (l) Chronic overuse by Tenant or Tenant's Agents of the number of\nundesignated parking spaces set forth in the Basic Lease Information. \"Chronic\nOveruse\" shall mean use by Tenant or Tenant's Agents of a number of parking\nspaces greater than the number of parking spaces set forth in the Basic Lease\nInformation more than three (3) times during the Term after written notice by\nLandlord;\n\n      (m) Any insurance required to be maintained by Tenant pursuant to this\nLease shall be canceled or terminated or shall expire or be reduced or\nmaterially changed, except as permitted in this Lease; and\n\n      (n) Any failure by Tenant to discharge any lien or encumbrance placed on\nthe Project or any part thereof in violation of this Lease within ten (10) days\nafter the date such lien or encumbrance is filed or recorded against the Project\nor any part thereof.\n\n      Tenant agrees that any notice given by Landlord pursuant to Paragraph\n25(j), (k) or (l) above shall satisfy the requirements for notice under\nCalifornia Code of Civil Procedure Section 1161, and Landlord shall not be\nrequired to give any additional notice in order to be entitled to commence an\nunlawful detainer proceeding.\n\n\n                                       20\n\n \n      (o) Any default by any Guarantor under any guaranty of this Lease\n(\"Guaranty\"), or any Guaranty, shall, at any time after its respective execution\nand delivery and for any reason, cease to be in full force and effect or be\ndeclared null and void, or the validity or enforceability thereof shall be\ncontested by any Guarantor or any stockholder, partner or member of any\nGuarantor, or any Guarantor shall deny that it has any or further liability or\nobligation under any Guaranty to which it is a party.\n\n25.   LANDLORD'S REMEDIES\n\n      (a) Termination. In the event of any Default by Tenant, then in addition\nto any other remedies available to Landlord at law or in equity and under this\nLease, Landlord shall have the immediate option to terminate this Lease and all\nrights of Tenant hereunder by giving written notice of such intention to\nterminate. In the event that Landlord shall elect to so terminate this Lease\nthen Landlord may recover from Tenant:\n\n            (1) the worth at the time of award of any unpaid Rent and any other\nsums due and payable which have been earned at the time of such termination;\nplus\n\n            (2) the worth at the time of award of the amount by which the unpaid\nRent and any other sums due and payable which would have been earned after\ntermination until the time of award exceeds the amount of such rental loss\nTenant proves could have been reasonably avoided; plus\n\n            (3) the worth at the time of award of the amount by which the unpaid\nRent and any other sums due and payable for the balance of the term of this\nLease after the time of award exceeds the amount of such rental loss that Tenant\nproves could be reasonably avoided; plus\n\n            (4) any other amount necessary to compensate Landlord for all the\ndetriment proximately caused by Tenant's failure to perform its obligation under\nthis Lease or which in the ordinary course would be likely to result therefrom,\nincluding, without limitation, (A) any costs or expenses incurred by Landlord\n(1) in retaking possession of the Premises; (2) in maintaining, repairing,\npreserving, restoring, replacing, cleaning, altering, remodeling or\nrehabilitating the Premises or any affected portions of the Building or the\nProject, including such actions undertaken in connection with the reletting or\nattempted reletting of the Premises to a new tenant or tenants; (3) for leasing\ncommissions, advertising costs and other expenses of reletting the Premises; or\n(4) in carrying the Premises, including taxes, insurance premiums, utilities and\nsecurity precautions; (B) any unearned brokerage commissions paid in connection\nwith this Lease; (C) reimbursement of any previously waived or abated Base Rent\nor Additional Rent or any free rent or reduced rental rate granted hereunder;\nand (D) any concession made or paid by Landlord to the benefit of Tenant in\nconsideration of this Lease including, but not limited to, any moving\nallowances, contributions, payments or loans by Landlord for tenant improvements\nor build-out allowances (including without limitation, any unamortized portion\nof the Tenant Improvement Allowance (such Tenant Improvement Allowance to be\namortized over the Term in the manner reasonably determined by Landlord), if\nany, and any outstanding balance (principal and accrued interest) of the Tenant\nImprovement Loan, if any), or assumptions by Landlord of any of Tenant's\nprevious lease obligations; plus\n\n            (5) such reasonable attorneys' fees incurred by Landlord as a result\nof a Default, and costs in the event suit is filed by Landlord to enforce such\nremedy; and plus\n\n            (6) at Landlord's election, such other amounts in addition to or in\nlieu of the foregoing as may be permitted from time to time by applicable law.\n\nAs used in subparagraphs (1) and (2) above, the \"worth at the time of award\" is\ncomputed by allowing interest at an annual rate equal to twelve percent (12%)\nper annum or the maximum rate permitted by law, whichever is less. As used in\nsubparagraph (3) above,\n\n\n                                       21\n\n \nthe \"worth at the time of award\" is computed by discounting such amount at the\ndiscount rate of the Federal Reserve Bank of San Francisco at the time of award,\nplus one percent (1%). Tenant waives redemption or relief from forfeiture under\nCalifornia Code of Civil Procedure Sections 1174 and 1179, or under any other\npertinent present or future Law, in the event Tenant is evicted or Landlord\ntakes possession of the Premises by reason of any Default of Tenant hereunder.\n\n      (b) Continuation of Lease. In the event of any Default by Tenant, then in\naddition to any other remedies available to Landlord at law or in equity and\nunder this Lease, Landlord shall have the remedy described in California Civil\nCode Section 1951.4 (Landlord may continue this Lease in effect after Tenant's\nDefault and abandonment and recover Rent as it becomes due, provided Tenant has\nthe right to sublet or assign, subject only to reasonable limitations). In\naddition, Landlord shall not be liable in any way whatsoever for its failure or\nrefusal to relet the Premises. For purposes of this Paragraph 26(b), the\nfollowing acts by Landlord will not constitute the termination of Tenant's right\nto possession of the Premises:\n\n            (1) Acts of maintenance or preservation or efforts to relet the\nPremises, including but not limited to, alterations, remodeling, redecorating,\nrepairs, replacements and\/or painting as Landlord shall consider advisable for\nthe purpose of reletting the Premises or any part thereof; or\n\n            (2) The appointment of a receiver upon the initiative of Landlord to\nprotect Landlord's interest under this Lease or in the Premises.\n\n      (c) Re-entry. the event of any Default by Tenant, Landlord shall also have\nthe right, with or without terminating this Lease, in compliance with applicable\nlaw, to re-enter the Premises and remove all persons and property from the\nPremises; such property may be removed and stored in a public warehouse or\nelsewhere at the coat of and for the account of Tenant.\n\n      (d) Reletting. In the event of the abandonment of the Premises by Tenant\nor in the event that Landlord shall elect to re-enter as provided in Paragraph\n26(c) or shall take possession of the Premises pursuant to legal proceeding or\npursuant to any notice provided by law, then if Landlord does not elect to\nterminate this Lease as provided in Paragraph 26(a), Landlord may from time to\ntime, without terminating this Lease, relet the Premises or any part thereof for\nsuch term or terms and at such rental or rentals and upon such other terms and\nconditions as Landlord in its sole discretion may deem advisable with the right\nto make alterations and repairs to the Premises in Landlord's sole discretion.\nIn the event that Landlord shall elect to so relet, then rentals received by\nLandlord from such reletting shall be applied in the following order: (1) to\nreasonable attorneys' fees incurred by Landlord as a result of a Default and\ncosts in the event suit is filed by Landlord to enforce such remedies; (2) to\nthe payment of any indebtedness other than Rent due hereunder from Tenant to\nLandlord; (3) to the payment of any costs of such reletting; (4) to the payment\nof the costs of any alterations and repairs to the Premises; (5) to the payment\nof Rent due and unpaid hereunder; and (6) the residue, if any, shall be held by\nLandlord and applied in payment of future Rent and other sums payable by Tenant\nhereunder as the same may become due and payable hereunder. Should that portion\nof such rentals received from such reletting during any month, which is applied\nto the payment of Rent hereunder, be less than the Rent payable during the month\nby Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such\ndeficiency shall be calculated and paid monthly. Tenant shall also pay to\nLandlord, as soon as ascertained, any costs and expenses incurred by Landlord in\nsuch reletting or in making such alterations and repairs not covered by the\nrentals received from such reletting.\n\n      (e) Termination. No re-entry or taking of possession of the Premises by\nLandlord pursuant this Paragraph 26 shall be construed as an election to\nterminate this Lease unless a written notice of such intention is given to\nTenant or unless to termination thereof is decreed by a court of competent\njurisdiction. Notwithstanding any reletting\n\n\n                                       22\n\n \nwithout termination by Landlord because of any Default by Tenant, Landlord may\nat any time after such reletting elect to terminate this Lease for any such\nDefault.\n\n      (f) Cumulative Remedies. The remedies herein provided are not exclusive\nand Landlord shall have any and all other remedies provided herein or by law or\nin equity.\n\n      (g) No Surrender. No act or conduct of Landlord, whether consisting of the\nacceptance of the keys to the Premises, or otherwise, shall be deemed to be or\nconstitute an acceptance of the surrender of the Premises by Tenant prior to the\nexpiration of the Term, and such acceptance by Landlord of surrender by Tenant\nshall only flow from and must be evidenced by a written acknowledgement of\nacceptance of surrender signed by Landlord. The surrender of this Lease by\nTenant, voluntarily or otherwise, shall not work a merger unless Landlord elects\nin writing that such merger take place, but shall operate as an assignment to\nLandlord of any and all existing subleases, or Landlord may, at its option,\nelect in writing to treat such surrender as a merger terminating Tenant's estate\nunder this Lease, and thereupon Landlord may terminate any or all such subleases\nby notifying the sublessee of its election so to do within five (5) days after\nsuch surrender.\n\n26.   LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS\n\n      (a) Without limiting the rights and remedies of Landlord contained in\nParagraph 26 above, if Tenant shall be in Default in the performance of any of\nthe terms, provisions, covenants or conditions to be performed or complied with\nby Tenant pursuant to this Lease, Landlord may at Landlord's option, without any\nobligation to do so, and without notice to Tenant perform any such term,\nprovision, covenant, or condition, or make any such payment and Landlord by\nreason of so doing shall not be liable or responsible for any loss or damage\nthereby sustained by Tenant or anyone holding under or through Tenant or any of\nTenant's Agents.\n\n      (b) Without limiting the rights of Landlord under Paragraph 26(a) above,\nLandlord shall have the right at Landlord's option, without any obligation to do\nso, to perform any of Tenant's covenants or obligations under this Lease without\nnotice to Tenant in the case of an emergency, as determined by Landlord in its\nsole and absolute judgment, or if Landlord otherwise determines in its sole\ndiscretion that such performance is necessary or desirable for the proper\nmanagement and operation of the Building or the Project or for the preservation\nof the rights and interests or safety of other tenants of the Building or the\nProject.\n\n      (c) If Landlord performs any of Tenant's obligations hereunder in\naccordance with this Paragraph 26, the full amount of the cost and expense\nincurred or the payment so made or the amount of the loss so sustained shall\nimmediately be owing by Tenant to Landlord, and Tenant shall promptly pay to\nLandlord upon demand, as Additional Rent, the full amount thereof with interest\nthereon from the date of payment by Landlord at the lower of (1) ten percent\n(10%) per annum, or (2) the highest rate permitted by applicable law.\n\n27.   ATTORNEY'S FEES\n\n      (a) If either party hereto fails to perform any of its obligations under\nthis Lease or if any dispute arises between the parties hereto concerning the\nmeaning or interpretation of any provision of this Lease, then the defaulting\nparty or the party not prevailing in such dispute, as the case may be, shall pay\nany and all costs and expenses incurred by the other party on account of such\ndefault and\/or in enforcing or establishing its rights hereunder, including,\nwithout limitation, court costs and reasonable attorneys' fees and\ndisbursements. Any such attorneys' fees and other expenses incurred by either\nparty in enforcing a judgment in its favor under this Lease shall be recoverable\nseparately from and in addition to any other amount included in such judgment,\nand such attorneys' fees\n\n\n                                       23\n\n \nobligation is intended to be severable from the other provisions of this Lease\nand to survive and not be merged into any such judgment.\n\n      (b) Without limiting the generality of Paragraph 27(a) above, if Landlord\nutilizes the services of an attorney for the purpose of collecting any Rent due\nand unpaid by Tenant of in connection with any other breach of this Lease by\nTenant, Tenant agrees to pay Landlord actual attorneys' fees as determined by\nLandlord for such services, regardless of the fact that no legal action may be\ncommenced or filed by Landlord.\n\n28.   TAXES\n\n      Tenant shall be liable for and shall pay, prior to delinquency, all taxes\nlevied against Tenant's Property. If any Alteration installed by Tenant pursuant\nto Paragraph 11 or any of Tenant's Property is assessed and taxed with the\nProject or Building, Tenant shall pay such taxes to Landlord within (10) days\nafter delivery to Tenant of a statement therefor.\n\n29.   EFFECT OF CONVEYANCE\n\n      The term \"Landlord\" as used in this Lease means, from time to time, the\nthen current owner of the Building or the Project containing the Premises, so\nthat, in the event of any sale of the Building or the Project, Landlord shall be\nand hereby is entirely freed and relieved of all covenants and obligations of\nLandlord hereunder, and it shall be deemed and construed, without further\nagreement between the parties and the purchaser at any such sale, that the\npurchaser of the Building or the Project has assumed and agreed to carry out any\nand all covenants and obligations of Landlord hereunder.\n\n30.   TENANT'S ESTOPPEL CERTIFICATE\n\n      From time to time, upon written request of Landlord, Tenant shall execute,\nacknowledge and deliver to Landlord or its designee, a written certificate\nstating (a) the date this Lease was executed, the Commencement Date of the Term\nand the date the Term expires; (b) the date Tenant entered into occupancy of the\nPremises; (c) the amount of Rent and the date to which such Rent has been paid;\n(d) that this Lease is in full force and effect and has not been assigned,\nmodified, supplemented or amended in any way (or, if assigned, modified,\nsupplemented or amended, specifying the date and terms of any agreement so\naffecting this Lease); (e) that this Lease represents the entire agreement\nbetween the parties with respect to Tenant's right to use and occupy the\nPremises (or such other agreements, if any); (f) that all obligations under this\nLease to be performed by Landlord as of the date of such certificate have been\nsatisfied (or specifying those as to which Tenant claims that Landlord has yet\nto perform); (g) that all required contributions by Landlord to Tenant on\naccount of Tenant's improvements have been received (or stating exceptions\nthereto); (h) that on such date there exist no defenses or offsets that Tenant\nhas against the enforcement of this Lease by Landlord (or stating exceptions\nthereto); (i) that no Rent or other sum payable by Tenant hereunder has been\npaid more than one (1) month in advance (or stating exception thereto); (j) that\nsecurity has been deposited with Landlord, stating the original amount thereof\nand any increases thereto; and (k) any other matters evidencing the status of\nthis Lease that may be required either by a lender making a loan to Landlord to\nbe secured by a deed of trust covering the Building or the Project or by a\npurchaser of the Building or the Project. Any such certificate delivered\npursuant to this Paragraph 30 may be relied upon by a prospective purchaser of\nLandlord's interest or a mortgagee of Landlord's interest or assignee of any\nmortgage upon Landlord's interest in the Premises. If Tenant shall fail to\nprovide such certificate within ten (l0) days of receipt by Tenant of a written\nrequest by Landlord as herein provided, such failure shall, at Landlord's\nelection, constitute a Default under this Lease, and Tenant shall be deemed to\nhave given such certificates as above provided without modification and shall be\ndeemed to have admitted the accuracy of any information supplied by Landlord to\na prospective purchaser or mortgagee.\n\n\n                                       24\n\n \n31.   SUBORDINATION\n\n      Landlord shall have the right to cause this Lease to be and remain subject\nand subordinate to any and all mortgages, deeds of trust and ground leases, if\nany (\"Encumbrances\") that are now or may hereafter be executed covering the\nPremises, or any renewals, modifications, consolidations, replacements or\nextensions thereof, for the full amount of all advances made or to be made\nthereunder and without regard to the time or character of such advances,\ntogether with interest thereon and subject to all the terms and provisions\nthereof; provided only, that in the event of termination of any such ground\nlease or upon foreclosure of any such mortgage or deed of trust, so long as\nTenant is not in default, the holder thereof (\"Holder\") shall agree to recognize\nTenant's rights under this Lease as long as Tenant shall pay the Rent and\nobserve and perform all the provisions of this Lease to be observed and\nperformed by Tenant. Within ten (10) days after Landlord's written request,\nTenant shall execute, acknowledge and deliver any and all reasonable documents\nrequired by Landlord or the Holder to effectuate such subordination. If Tenant\nfails to do so, such failure shall constitute a Default by Tenant under this\nLease. Notwithstanding anything to the contrary set forth in this Paragraph 31,\nTenant hereby attorns and agrees to attorn to any person or entity purchasing or\notherwise acquiring the Premises at any sale or other proceeding or pursuant to\nthe exercise of any other rights, powers or remedies under such Encumbrance.\n\n32.   ENVIRONMENTAL COVENANTS\n\n      (a) Prior to executing this Lease, Tenant has completed. executed and\ndelivered to Landlord a Hazardous Materials Disclosure Certificate (\"Initial\nDisclosure Certificate\"), a fully completed copy of which is attached hereto as\nExhibit F and incorporated herein by this reference. Tenant covenants,\nrepresents and warrants to Landlord that the information on the Initial\nDisclosure Certificate is true and correct and accurately describes the\nHazardous Materials which will be manufactured, treated, used or stored on or\nabout the Premises by Tenant or Tenant's Agents. Tenant shall, on each\nanniversary of the Commencement Date and at such other times as Tenant desires\nto manufacture, treat, use or store on or about the Premises new or additional\nHazardous Materials which were not listed on the Initial Disclosure Certificate,\ncomplete, execute and deliver to Landlord an updated Disclosure Certificate\n(each, an \"Updated Disclosure Certificate\") describing Tenant's then current and\nproposed future uses of Hazardous Materials on or about the Premises, which\nUpdated Disclosure Certificates shall be in the same format as that which is set\nforth in Exhibit F or in such updated format as Landlord may require from time\nto time. Tenant shall deliver an Updated Disclosure Certificate to Landlord not\nless than thirty (30) days prior to the date Tenant intends to commence the\nmanufacture, treatment, use or storage of new or additional Hazardous Materials\non or about the Premises, and Landlord shall have the right to approve or\ndisapprove such new or additional Hazardous Materials in its sole and absolute\ndiscretion. Tenant shall make no use of Hazardous Materials on or about the\nPremises except as described in the Initial Disclosure Certificate or as\notherwise approved by Landlord in writing in accordance with this Paragraph\n32(a).\n\n      (b) As used in this Lease, the term \"Hazardous Materials\" shall mean and\ninclude any substance that is or contains (1) any \"hazardous substance\" as now\nor hereafter defined in (S)(S) 101(14) of the Comprehensive Environmental\nResponse, Compensation, and Liability Act of 1980, as amended (\"CERCLA\")(42\nU.S.C. (S)(S) 9601 et seq.) or any regulations promulgated under CERCLA; (2) any\n\"hazardous waste\" as now or hereafter defined in the Resource Conservation and\nRecovery Act, as amended (\"RCRA\") (42 U.S.C. (S)(S) 6901 et seq.) or any\nregulations promulgated under RCRA; (3) any substance now or hereafter regulated\nby the Toxic Substance Control Act, as amended (\"TSCA\") (15 U.S.C. (S)(S) 2601\net seq.) or any regulations promulgated under TSCA; (4) petroleum, petroleum by-\nproducts, gasoline, diesel fuel, or other petroleum hydrocarbons; (5) asbestos\nand asbestos-containing material, in any form, whether friable or non-friable;\n(6) polychlorinated biphenyls; (7) lead and lead-containing materials or\n\n\n                                       25\n\n \n(8) any additional substance, material or waste (A) the presence of which on or\nabout the Premises (i) requires reporting, investigation or remediation under\nany Environmental Laws (as hereinafter defined), (ii) causes or threatens to\ncause a nuisance on the Premises or any adjacent area or property or poses or\nthreatens to pose a hazard to the health or safety of persons on the Premises or\nany adjacent area or property, or (iii) which, if it emanated or migrated from\nthe Premises, could constitute a trespass, or (B) which is now or is hereafter\nclassified or considered to be hazardous or toxic under any Environmental Laws.\n\n      (c) As used in this Lease, the term \"Environmental Laws\" shall mean and\ninclude (1) CERCLA, RCRA and TSCA; and (2) any other federal, state or local\nlaws, ordinances, statutes, codes, rules, regulations, orders or decrees now or\nhereinafter in effect relating to (A) pollution, (B) the protection or\nregulation of human health, natural resources or the environment, (C) the\ntreatment, storage or disposal of Hazardous Materials, or (D) the emission,\ndischarge, release or threatened release of Hazardous Materials into the\nenvironment.\n\n      (d) Tenant agrees that during its use and occupancy of the Premises it\nwill (1) not (A) permit Hazardous Materials to be present on or about the\nPremises except in a manner and quantity necessary for the ordinary performance\nof Tenant's business or (B) release, discharge or dispose of any Hazardous\nMaterials on, in, at, under, or emanating from, the Premises, the Building or\nthe Project; (2) comply with all Environmental Laws relating to the Premises and\nthe use of Hazardous Materials on or about the Premises and not engage in or\npermit others to engage in any activity at the Premises in violation of any\nEnvironmental Laws; and (3) immediately notify Landlord of (A) an inquiry, test,\ninvestigation or enforcement proceeding by any governmental agency or authority\nagainst Tenant, Landlord or the Premises, Building or Project relating to any\nHazardous Materials or under any Environmental Laws or (B) the occurrence of any\nevent or existence of any condition that would cause a breach of any of the\ncovenants set forth this Paragraph 32.\n\n      (e) If Tenant's use of Hazardous Materials on or about the Premises\nresults in a release, discharge or disposal of Hazardous Materials on, in, at,\nunder, or emanating from, the Premises, the Building or the Project, Tenant\nagrees to investigate, clean up, remove or remediate such Hazardous Materials in\nfull compliance with (1) the requirements of (A) all Environmental Laws and (B)\nany governmental agency or authority responsible for the enforcement of any\nEnvironmental Laws; and (2) any additional requirements of Landlord that are\nreasonably necessary to protect the value of the Premises, the Building or the\nProject.\n\n      (f) Upon reasonable notice to Tenant Landlord may inspect the Premises and\nsurrounding areas for the purpose of determining whether there exists on or\nabout the Premises any Hazardous Material or other condition or activity that is\nin violation of the requirements of this Lease or of any Environmental Laws.\nSuch inspections may include, but are not limited to, entering the Premises or\nadjacent property with drill rigs or other machinery for the purpose of\nobtaining laboratory samples. Landlord shall not be limited in the number of\nsuch inspections during the Term of this Lease. In the event (1) such\ninspections reveal the presence of any such Hazardous Material or other\ncondition or activity in violation of the requirements of this Lease or of any\nEnvironmental Laws, or (2) Tenet or its Agents contribute or knowingly consent\nto the presence of any Hazardous Materials in, on, under, through or about the\nPremises, the Building or the Project or exacerbate the condition of or the\nconditions caused by any Hazardous Materials in, on, under, through or about the\nPremises, the Building or the Project, Tenant shall reimburse Landlord for the\ncost of such inspections within ten (10) days of receipt of a written statement\ntherefor. Tenant will supply to Landlord such historical and operational\ninformation regarding the Premises and surrounding areas as may be reasonably\nrequested to facilitate any such inspection and will make available for meetings\nappropriate personnel having knowledge of such matters. Tenant agrees to give\nLandlord at least sixty (60) days' prior notice of its intentions to vacate the\nPremises so\n\n\n                                       26\n\n \nthat Landlord will have an opportunity to perform such an inspection prior to\nsuch vacation. The right granted to Landlord herein to perform inspections shall\nnot create a duty on Landlord's part to inspect the Premises, or liability on\nthe part of Landlord for Tenant's use, storage, treatment or disposal of\nHazardous Materials, it being understood that Tenant shall be solely responsible\nfor all liability in connection therewith.\n\n      (g) Landlord shall have the right, but not the obligation, prior or\nsubsequent to a Default, without in any way limiting Landlord's other rights and\nremedies under this Lease, to enter upon the Premises, or to take such other\nactions as it deems necessary or advisable, to investigate, clean up, remove or\nremediate any Hazardous Materials or contamination by Hazardous Materials\npresent on, in, at, under, or emanating from, the Premises, the Building or the\nProject in violation of Tenant's obligations under this Lease or under any\nEnvironmental Laws. Notwithstanding any other provision of this Lease, Landlord\nshall also have the right, at its election, in it own name or as Tenant's agent,\nto negotiate, defend, approve and appeal, at Tenant's expense, any action taken\nor order issued by any governmental agency or authority with regard to any such\nHazardous Materials or contamination by Hazardous Materials. All costs and\nexpenses paid or incurred by Landlord in the exercise of the rights set forth in\nthis Paragraph 32 shall be payable by Tenant upon demand.\n\n      (h) Tenant shall surrender the Premises to Landlord upon the expiration or\nearlier termination of this Lease free of debris, waste or Hazardous Materials\nplaced on, about or near the Premises by Tenant or Tenant's Agents, and in a\ncondition which complies with all Environmental Laws and any additional\nrequirements of Landlord that are reasonably necessary to protect the value of\nthe Premises, the Building or the Project, including, without limitation, the\nobtaining of any closure permits or other governmental permits or approvals\nrelated to Tenant's use of Hazardous Materials in or about the Premises.\nTenant's obligations and liabilities pursuant to the provisions of this\nParagraph 32 shall survive the expiration or earlier termination of this Lease.\nIf it is determined by Landlord that the condition of all or any portion of the\nPremises, the Building, and\/or the Project is not in compliance with the\nprovisions of this Lease with respect to Hazardous Materials, including, without\nlimitation, all Environmental Laws, at the expiration or earlier termination of\nthis Lease, then at the Landlord's sole option, Landlord may require Tenant to\nhold over possession of the Premises until Tenant can surrender the Premises to\nLandlord in the condition in which the Premises existed as of the Commencement\nDate and prior to the appearance of such Hazardous Materials except for normal\nwear and tear, including, without limitation, the conduct or performance of any\nclosure as required by any Environmental Laws. The burden of proof hereunder\nshall be upon Tenant. For purposes hereof, the term \"normal wear and tear\" shall\nnot include any deterioration in the condition or diminution of the value of any\nportion of the Premises, the Building, and\/or the Project in any manner\nwhatsoever related to directly, or indirectly, Hazardous Materials. Any such\nholdover by Tenant will be with Landlord's consent, will not be terminable by\nTenant in any event or circumstance and will otherwise be subject to the\nprovisions of Paragraph 35 of this Lease.\n\n      (i) As between Landlord and Tenant, Tenant shall not be required to pay\nfor the clean up of any contamination caused by the acts or omissions of a prior\ntenant of the Premises, if Tenant can demonstrate to Landlord's reasonable\nsatisfaction that Tenant: (1) did not introduce, spill, release or deposit any\nHazardous materials, in or about the Premises, the Building or the Outside\nareas; and (2) has not contributed to, exacerbated or permitted, directly or\nindirectly, the presence, migration or release of any Hazardous Materials or\ncontamination in, on or about the Premises, the Building or the Outside Areas.\n\n      (j) Tenant agrees to indemnify and hold harmless Landlord from and against\nany and all claims, losses (including, without limitation, loss in value of the\nPremises, the Building or the Project, liabilities and expenses (including\nattorney's fees)) sustained by Landlord attributable to (1) any Hazardous\nMaterials placed on or about the Premises, the\n\n\n                                       27\n\n \nBuilding or the Project by Tenant or Tenant's Agents, or (2) Tenant's breach of\nany provisions of this Paragraph 32.\n\n      (k) The provision of this Paragraph 32 shall survive the expiration or\nearlier termination of this Lease.\n\n33. NOTICES\n\n      All notices and demands which are required or may be permitted to be given\nto either party by the other hereunder shall be in writing and shall be sent by\nUnited States mail, postage prepaid, certified, or by personal delivery or\novernight courier, addressed to the addressee at Tenant's Address or Landlord's\nAddress as specified in the Basic Lease Information, or to such other place as\neither party may form time to time designate in a notice to the other party\ngiven as provided herein. Copies of all notices and demands given to Landlord\nshall additionally be sent to Landlord's property manager at the address\nspecified in the Basic Lease Information or at such other address as Landlord\nmay specify in writing from time to time. Notice shall be deemed gives upon\nactual receipt (or attempted delivery if delivery is refused), if personally\ndelivered, or one (1) business day following deposit with a reputable overnight\ncourier that provides a receipt, or on the third (3rd) day following deposit in\nthe United States mail in the manner described above.\n\n34. WAIVER\n\n      The waiver of any breach of any term, covenant or condition of this Lease\nshall not be deemed to be a waiver of such term, covenant or condition or of any\nsubsequent breach of the same or any other term, covenant or condition herein\ncontained. The subsequent acceptance of Rent by Landlord shall not be deemed to\nbe a waiver of any preceding breach by Tenant, other than the failure of Tenant\nto pay the particular rental so accepted, regardless of Landlord's knowledge of\nsuch preceding breach at the time of acceptance of such Rent. No delay or\nomission in the exercise of any right or remedy of Landlord in regard to any\nDefault by Tenant shall impair such a right or remedy or be construed as a\nwaiver. Any waiver by Landlord of any Default must be in writing and shall not\nbe a waiver of any other Default concerning the same or any other provision of\nthis Lease.\n\n35. HOLDING OVER\n\n      Any holding over after the expiration of the Term, without the express\nwritten consent of Landlord, shall constitute a Default and, without limiting\nLandlord's remedies provided in this lease, such holding over shall be construed\nto be a tenancy at sufferance, at a rental rate of one hundred fifty percent\n(150%) of the Base Rent last due in this Lease, plus Additional Rent, and shall\notherwise be on the terms and conditions herein specified, so far as applicable;\nprovided however, in no event shall any renewal or expansion option or other\nsimilar right or option contained in this Lease be deemed applicable to any such\ntenancy at sufferance. If the Premises are not surrendered at the end of the\nTerm or sooner termination of this Lease, and in accordance with the provisions\nof Paragraphs 11 and 32(h). Tenant shall indemnify, defend and hold Landlord\nharmless from and against any and all loss or liability resulting from delay by\nTenant in so surrendering the Premises including, without limitation, any loss\nor liability resulting from any claim against Landlord made by any succeeding\ntenant or prospective tenant founded on or resulting from such delay and losses\nto Landlord due to lost opportunities to lease any portion of the Premises to\nany such succeeding tenant or prospective tenant, together with, in each case,\nactual attorney's fees and costs.\n\n36. SUCCESSORS AND ASSIGNS\n\n      The terms, covenants and conditions of this Lease shall, subject to the\nprovisions as to assignment, apply to and bind the heirs, successors, executors,\nadministrators and\n\n\n                                       28\n\n \nassigns of all of the parties hereto. If Tenant shall consist of more than one\nentity or person, the obligations of Tenant under this Lease shall be joint and\nseveral.\n\n37. TIME\n\n      Time is of the essence of this Lease and each and every term, conditions\nand provision herein.\n\n38. Brokers\n\n      Landlord and Tenant each represents and warrant so the other that neither\nit nor its officers or agents nor anyone acting on its behalf has dealt with any\nreal estate broker except the Broker(s) specified in the Basic Lease Information\nin the negotiating or making of this Lease, and each party agrees to indemnify\nand hold harmless the other from any claim or claims, and costs and expenses,\nincluding attorney's fees, incurred by the indemnified party in conjunction with\nany such claim or claims of any other broker or brokers to a commission in\nconnection with this Lease as a result of the actions of the indemnifying party.\n\n39. LIMITATION OF LIABILITY\n\n      Tenant agrees that, in the event of any default or breach by Landlord with\nrespect to any of the terms of the Lease to be observed and performed by\nLandlord (1) Tenant shall look solely to the then-current landlord's interest in\nthe Building for the satisfaction of Tenant's remedies for the collection of a\njudgment (or other judicial process) requiring the payment of money by Landlord;\n(2) no other property or assets of Landlord, its partner, shareholder, officers,\ndirectors or any successor in interest shall be subject to levy, execution or\nother enforcement procedure for the satisfaction of Tenant's remedies; (3) no\npersonal liability shall at any time be asserted or enforceable against\nLandlord's partners or successors in interest (except to the extent permitted in\n(1) above), or against Landlord's shareholders, officers or directors, or their\nrespective partners, shareholders, officers, directors, or successors in\ninterest; and (4) no judgment will be taken against any partner, shareholder,\nofficer or director of Landlord. The provisions of this section shall apply only\nto the Landlord and the parties herein described, and shall not be for the\nbenefit of any insurer nor any other third party.\n\n40. FINANCIAL STATEMENTS\n\n      Within ten (10) days after Landlord's request, Tenant shall deliver to\nLandlord the then current financial statements of Tenant (including interim\nperiods following the end of the last fiscal year for which annual statements\nare available), prepared or compiled by a certified public accountant, including\na balance sheet and profit and loss statement for the most recent prior year,\nall prepared in accordance with generally accepted accounting principles\nconsistently applied.\n\n41. RULES AND REGULATIONS\n\n      Tenant agrees to comply with such reasonable rules and regulations as\nLandlord may adopt from time to time for the orderly and proper operation of the\nBuilding and the Project. Such rules may included but shall not be limited to\nthe following: (a) restriction of employee parking to a limited, designated area\nor areas; and (b) regulation of the removal, storage and disposal of Tenant's\nrefuse and other rubbish at the sole cost and expense of Tenant. The then\ncurrent rules and regulations shall be binding upon Tenant upon delivery of a\ncopy of them to Tenant. Landlord shall not be responsible to Tenant for the\nfailure of any other person to observe and abide by any of said rules and\nregulations. Landlord's current rules and regulations are attached to this Lease\nas Exhibit D.\n\n\n                                       29\n\n \n42. MORTGAGE PROTECTION\n\n      (a) Modifications for Lender. If, in connection with obtaining financing\nfor the Project or any portion thereof, Landlord's lender shall request\nreasonable modifications to this Lease as a condition to such financing, Tenant\nshall not unreasonably withhold, delay or defer its contents to such\nmodifications, provided such modifications do not materially adversely affect\nTenant's right or increase Tenant's obligation under this Lease.\n\n      (b) Rights to Cure. Tenant agrees to give to any trust deed or mortgage\nholder (\"Holder\"), by registered mail, at the same time as it is given to\nLandlord, a copy of any notice of default given to Landlord, provided that prior\nto such notice Tenant has been notified, in writing, (by way of notice of\nassignment of rents and leases, or otherwise) of the address of such Holder.\nTenant further agrees that if Landlord shall have failed to cure such default\nwithin the time provided for in this Lease, then the Holder shall have an\nadditional twenty (20) days after expiration of such period, or after receipt of\nsuch notice from Tenant (if such notice to the Holder is required by this\nParagraph 42(b)), whichever shall last occur within which to cure such default\nor if such default cannot be cured within that time, then such additional time\nas may be necessary if within such twenty (20) days, any Holder has commenced\nand is diligently pursuing the remedies necessary to cure such default\n(including but not limited to commencement of foreclosure proceedings, if\nnecessary to effect such cure), in which event this Lease shall not be\nterminated.\n\n43. ENTIRE AGREEMENT\n\n      This Lease, including the Exhibits and any Addenda attached hereto, which\nare hereby incorporated herein by this reference, contains the entire agreement\nof the parties hereto, and no representations, inducements, promises or\nagreements, oral or otherwise, between the parties, not embodied herein or\ntherein, shall be of any force and effect.\n\n44. INTEREST\n\n      Any installment of Rent and any other sum due from Tenant under this Lease\nwhich is not received by Landlord within ten (10) days from under when the same\nis due shall bear interest from the date such payment was originally due under\nthis Lease until paid at an annual rate equal to the maximum rate of interest\npermitted by Law. Payment of such interest shall not excuse or cure any Default\nby Tenant. In addition, Tenant shall pay all costs and attorneys' fees incurred\nby Landlord in collection of such amounts.\n\n45. CONSTRUCTION\n\n      This Lease shall be construed and interpreted in accordance with the laws\nof the State of California. The parties acknowledge and agree that no rule of\nconstruction to the effect that any ambiguities are to be resolved against the\ndrafting party shall be employed in the interpretation of this Lease, including\nthe Exhibits and any Addenda attached hereto. All captions in this Lease are for\nreference only and shall not be used in the interpretation of this Lease.\nWhenever required by the context of this Lease, the singular shall include the\nplural, the masculine shall include the feminine, and vice versa. If any\nprovision of this Lease shall be determined to be illegal or unenforceable, such\ndetermination shall not affect any other provision of this Lease and all such\nother provisions shall remain in full force and effect.\n\n46. REPRESENTATIONS AND WARRANTIES OF TENANT\n\n      Tenant hereby makes the following representations and warranties, each of\nwhich is material and being relied upon by Landlord, is true in all respects as\nof the date of this Lease, and shall survive the expiration or termination of\nthe Lease.\n\n      (a) If Tenant is an entity, Tenant is duly organized, validly existing and\nin good standing under the laws of the state of its organization and the persons\nexecuting this\n\n\n                                       30\n\n \nLease on behalf of Tenant have the full right and authority to execute this\nLease on behalf of Tenant and to bind Tenant without the consent or approval of\nany other persons or entity. Tenant has full power, capacity, authority and\nlegal right to execute and deliver this Lease and to perform all of its\nobligations hereunder. This lease is a legal, valid and binding obligation of\nTenant, enforceable in accordance with its terms.\n\n      (b) Tenant has not (1) made a general assignment for the benefit of\ncreditors, (2) filed any voluntary petition in bankruptcy or suffered the filing\nof an involuntary petition by any creditors, (3) suffered the appointment of a\nreceiver to take possession of all or substantially all of its assets, (4)\nsuffered the attachment or other judicial seizure of all or substantially all of\nits assets, (5) admitted in writing its inability to pay its debts as they come\ndue, or (6) made an offer of settlement, extension or composition to its\ncreditors generally.\n\n47. RELOCATION\n\n      Intentionally omitted.\n\n48. SECURITY\n\n      (a) Tenant acknowledges and agrees that, while Landlord may engage\nsecurity personnel to patrol the Building or the Project, Landlord is not\nproviding any security services with respect to the Premises, the Building or\nthe Project and that Landlord shall not be liable to Tenant for, and Tenant\nwaives any claim against Landlord with respect to, any loss by theft or any\nother damage suffered or incurred by Tenant in connection with any unauthorized\nentry into the Premises or any other breach of security with respect to the\nPremises, the Building or the Project.\n\n      (b) Tenant hereby agrees to the exercise by Landlord and Landlord's\nAgents, within their sole discretion, of such security measure as, but not\nlimited to, the evacuation of the Premises, the Building or the Project for\ncause, suspected cause or for drill purposes, the denial of any access to the\nPremises, the Building or the Project and other similarly related actions that\nit deems necessary to prevent any threat of property damage or bodily injury.\nThe exercise of such security measures by Landlord and Landlord's Agents, and\nthe resulting interruption of service and cessation of Tenant's business, if\nany, shall not be deemed an eviction or disturbance of Tenant's use and\npossession of the Premises, or any part thereof, or render Landlord or\nLandlord's Agents liable to Tenant for any resulting damages or relieve Tenant\nfrom Tenant's obligations under this Lease.\n\n49. JURY TRIAL WAIVER\n\n      Intentionally omitted.\n\n      Landlord and Tenant have executed and delivered this Lease as of the Lease\nDate specified in the Basic Lease Information\n\nLandlord                                   Tenant                               \n                                                                                \nHAYWARD INDUSTRIAL PARK ASSOCIATES,        Mohawk Industries, Inc.              \nA California General Partnership           A Georgia Corporation                \n                                                                                \nBy:  Lincoln Property Company              By: \/s\/ S. H. Sharpe                 \n     Management Services, Inc                  ---------------------------------\n     As Manager and Agent for Landlord     Print Name: S. H. Sharpe             \n                                                       -------------------------\n     By: \/s\/ [ILLEGIBLE]                   Its: Executive Vice President        \n         -----------------------------          --------------------------------\n         Senior Vice President\n\n\n                                       31\n\n \n                                    EXHIBIT A\n\n                            DIAGRAM OF THE PREMISES\n\n[GRAPHIC OMITTED]                                        HAYWARD INDUSTRIAL PARK\n                                                             Hayward, California\n\n                               [GRAPHIC OMITTED]\n\n                              Leased Premises:     \n                                                   \n                              3624 Munster Avenue  \n                              Units A, B, and C    \n                              Hayward, CA 94545    \n                                                   \n                              Approximately 30,240 \n                              rentable square feet.\n\n \n                        EXHIBIT B - TENANT IMPROVEMENTS\n\n                         Lease dated November 11, 1997\n\n      This exhibit, entitled \"Tenant Improvements\", is and shall constitute\nExhibit B to the Lease Agreement, dated November 10, 1997, by and between\nLandlord and Tenant for the leasing of the Premises ( the \"Lease\"). The terms\nand conditions of this Exhibit B are hereby incorporated into and are made a\npart of the Lease. Any capitalized terms used herein, but not otherwise defined\nherein, shall have the meanings ascribed to such terms in the Lease.\n\n      1. Tenant agrees to, and shall, accept the Premises on an \"as-is\" basis,\nexcept that Landlord will install and complete those certain tenant improvement\ndescribed in Paragraph 2 below (\"Tenant Improvements\").\n\n      2. Landlord, at Landlord's sole cost and expense, will install and\nconstruct, or cause the installation and construction of, the following\ndescribed Tenant Improvements to the Premises:\n\n      (a)   Demolish and remove office areas and convert two windows to\n            dock-high roll-up doors as shown in Exhibit B-1, attached hereto and\n            made part thereof;\n\n      (b)   Refurbish existing restrooms:\n\n      (c)   Paint existing office area: and\n\n      (d)   Remove debris from warehouse.\n\n      3. Landlord will not be obligated to pay for the cost of, nor shall\nLandlord be required to undertake nor perform, any improvements to the Premises\nnot specifically set forth in Paragraph 2 above.\n\n      4. Tenant and Landlord acknowledge and agree that the Tenant Improvements\nwill not be completed prior to the Commencement Date. Tenant agrees to work in\nharmony with Landlord's contractors and to not interfere in any manner with the\nTenant Improvements work.\n\n\nInitials:\n\nTenant: \/s\/ [ILLEGIBLE]\n        -----------------------\nLandlord: \/s\/ [ILLEGIBLE]\n         ----------------------\n\n \n                                  EXHIBIT B-1\n\n                               INITIAL FLOOR PLAN\n\n                               [GRAPHIC OMITTED]\n\n \n                                   EXHIBIT C\n\n                  COMMENCEMENT AND EXPIRATION DATE MEMORANDUM\n\n          LANDLORD:    HAYWARD INDUSTRIAL PARK ASSOCIATES,\n                       A CALIFORNIA GENERAL PARTNERSHIP   \n\n          TENANT:      Mohawk Industries, Inc.\n\n          LEASE DATE:  November 10, 1997\n\n          PREMISES:    Located at 3624 Munster Avenue, Hayward, California\n\n      Tenant hereby accepts the Premises as being in the condition required\nunder the Lease, with all Tenant Improvements completed (except for the minor\npunchlist items which Landlord agrees to complete).\n\n      The Commencement Date of the Lease is hereby established as _____________,\n1997 and the Expiration Date is _____________, _____.\n\n                        TENANT:  Mohawk Industries, Inc.\n                                 a Georgia corporation\n        \n                                 By: __________________________________\n                                 Print Name: __________________________\n                                 Its: _________________________________\n\nApproved and Agreed:\n\nLANDLORD:\n\nHAYWARD INDUSTRIAL PARK ASSOCIATES,\nA CALIFORNIA GENERAL PARTNERSHIP\n\nBy:   Lincoln Property Company\n      Management Services, Inc.,\n      As Manager and Agent for Landlord\n\n      By: __________________________________\n                Senior Vice President\n\n\n                                      C-1\n\n \n                                   EXHIBIT D\n\n                             RULES AND REGULATIONS\n\n      This exhibit, entitled \"Rules and Regulations,\" is and shall constitute\nExhibit D to the Lease Agreement, dated as of the Lease Date, by and between\nlandlord and Tenant for the Premises. The terms and conditions of this Exhibit D\nare hereby incorporated into and are made a part of the Lease. Capitalized terms\nused, but not otherwise defined, in this Exhibit D have the meanings ascribed to\nsuch terms in the Lease.\n\n      1. Tenant shall not use any method of heating or air conditioning other\nthan that supplied by Landlord without the consent of Landlord.\n\n      2. All window coverings installed by Tenant and visible form the outside\nof the building require the prior written approval of Landlord.\n\n      3. Tenant shall not use, keep or permit to be used or kept any foul or\nnoxious gas or substance or any flammable or combustible materials on or around\nthe Premises, except to the extent that Tenant is permitted to use the same\nunder the terms of Paragraph 32 of the Lease.\n\n      4. Tenant shall not alter any lock or install any new locks or belts on\nany door at the Premises without the prior consent of Landlord.\n\n      5. Tenant shall not make any duplicate keys without prior consent of\nLandlord.\n\n      6. Tenant shall park motor vehicles designated by Landlord except for\nloading and unloading. During those periods of loading and unloading, Tenant\nshall not unreasonably interfere with traffic flow around the Building or the\nProject and loading and unloading areas of other tenants. Tenant shall not park\nmotor vehicles in designated parking area after the conclusion of normal\nbusiness activity.\n\n      7. Tenant shall not disturb, solicit or canvas any tenant or other\noccupant of the Building or Project and shall cooperate to prevent the same.\n\n      8. No person shall go on the roof without Landlord's permission.\n\n      9. Business machines and mechanical equipment belonging to Tenant which\ncause noise or vibration that may be transmitted so the structure of the\nBuilding, to such a degree as to be objectionable to Landlord or other tenants,\nshall be placed and maintained by Tenant, at Tenant's expense, on vibration\neliminators or in noise dampening housing or other devices sufficient to\neliminate noise or vibration.\n\n      10. All goods, including material used to store goods, delivered to the\nPremises of Tenant shall be immediately moved into the Premises and shall not be\nleft in parking or receiving areas overnight.\n\n      11. Tractor trailers which must be unhooked or parked with dolly wheels\nbeyond the concrete loading areas must use steel plates or wood blocks under the\ndolly wheels to prevent damage to the asphalt paving surfaces. No parking or\nstoring of such trailers will be permitted in the auto parking areas of the\nProject or on streets adjacent thereto.\n\n      12. Forklifts which operate on asphalt paving areas shall not have solid\nrubber tires and shall only use tires that do not damage the asphalt.\n\n      13. Tenant is responsible for the storage and removal of all trash and\nrefuse. All such trash and refuse shall be contained in suitable receptacles\nstored behind screened enclosures at locations approved by Landlord.\n\n\n                                      D-1\n\n \n      14. Tenant shall not store or permit the storage or placement of goods or\nmerchandise in or around the common areas surrounding the Premises. No displays\nor sales or merchandise shall be allowed in the parking lots or other common\nareas.\n\n      15. Tenant shall not permit any animals, including but not limited to, any\nhousehold pets, to be brought or kept in or about the Premises, the Building,\nthe Project or any other common areas.\n\n\nInitials:\n\nTenant: \/s\/ [ILLEGIBLE]\n        -----------------------\nLandlord: \/s\/ [ILLEGIBLE]\n         ----------------------\n\n\n                                      D-2\n\n \n                                   EXHIBIT E\n\n                                 SIGN CRITERIA\n\n      In an effort to maintain a professional and uniform appearance throughout\nHayward Industrial Park, the following sign criteria have been established:\n\n                                [BODY ILLEGIBLE]\n\n \n                                   EXHIBIT F\n\n                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE\n\n      Your cooperation in this matter is appreciated. Initially, the information\nprovided by you in this Hazardous Materials Disclosure Certificate is necessary\nfor the Landlord to evaluate your proposed uses of the premises ( the\n\"Premises\") and to determine whether to enter into a lease agreement with you as\na tenant. If a lease agreement is signed by you and the Landlord (the \"Lease\nAgreement\"), on an annual basis in accordance with the provisions of Paragraph\n32 of the Lease Agreement, you are to provide an update to the information\ninitially provided by you in this certificate. Any questions regarding this\ncertificate should be directed to, and when completed, the certificate should be\ndelivered to:\n\n     Landlord:  c\/o Lincoln Property Company Management\n                Services, Inc.                         \n                101 Lincoln Centre Drive, Fourth Floor \n                Foster City, California 94404          \n\n     Name of (Prospective) Tenant: _____________________________________________\n\n     Mailing Address: __________________________________________________________\n      __________________________________________________________________________\n\n     Contact Person, Title and Telephone Number(s): ____________________________\n\n     Contact Person for Hazardous Waste Materials Management and Manifests and\n     Telephone Number(s): ______________________________________________________\n      __________________________________________________________________________\n\n     Address of (Prospective) Premises: ________________________________________\n\n     Length of (Prospective) initial Term: _____________________________________\n      __________________________________________________________________________\n\n1. GENERAL INFORMATION\n\n            Describe the proposed operations to take place in, on, or about the\n      Premises, including, without limitation, principal products processed,\n      manufactured or assembled, and services and activities to be provided or\n      otherwise conducted. Existing tenants should describe any proposed changes\n      to on-going operations.\n      __________________________________________________________________________\n      __________________________________________________________________________\n\n2. USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS\n\n      2.1   Will any Hazardous Materials (as hereinafter defined) be used,\n            generated, treated, stored, or disposed of in, on or about the\n            Premises? Existing tenants should describe any Hazardous Materials\n            which continue to be used, generated, treated, stored or disposed of\n            in, on or about the Premises.\n\n            Wastes                           Yes |_|            No |_|\n\n            Chemical Products                Yes |_|            No |_|\n\n            Other                            Yes |_|            No |_|\n\n            If Yes is marked, please explain: __________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n\n                                      F-1\n\n \n      2.2   If Yes is marked in Section 2.1, attach a list of any Hazardous\n            Materials to be used, generated, treated, stored or disposed of in,\n            on or about the Premises, including the applicable hazard class and\n            an estimate of the quantities of such Hazardous Materials to be\n            present on or about the Premises at any given time; estimated\n            annual throughput; the proposed location(s) and method of storage\n            (excluding nominal amounts of ordinary household cleaners and\n            janitorial applies which are not regulated by any Environmental\n            Laws, as hereinafter defined); and the proposed location(s) and\n            method(s) of treatment or disposal for each Hazardous Material,\n            including, the estimated frequency, and the proposed contractors or\n            subcontractors. Existing tenants should attach a list setting forth\n            the information requested above and such list should include actual\n            data from on-going operations and the identification of any\n            variations in such information from the prior year's certificate.\n\n3.    STORAGE TANKS AND SUMPS\n\n      3.1   Is any above or below ground storage or treatment of gasoline,\n            diesel, petroleum, or other Hazardous Materials in tanks or sumps\n            proposed in, on or about the Premises? Existing tenants should\n            describe any such actual or proposes activities.\n\n            Yes        No\n\n            If yes, please explain:_____________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n4.    WASTE MANAGEMENT\n\n      4.1   Has your company been issued an EPA Hazardous Waste Generator I.D.\n            Number? Existing tenants should describe any additional\n            identification numbers issued since the previous certificate.\n\n            Yes        No\n\n      4.2   Has your company filed a biennial or quarterly reports as a\n            hazardous waste generator? Existing tenants should describe \n            any new reports filed.\n\n            Yes        No\n\n            If yes, attach a copy of the most recent report filed.\n\n5.    WASTEWATER TREATMENT AND DISCHARGE\n\n      5.1   Will your company discharge wastewater or other wastes to:\n\n            ____ storm drain?     ____ sewer?\n\n            ____ surface water?   ____ no wastewater or other wastes discharged.\n\n            Existing tenants should indicate any actual discharges. If so,\n            describe the nature of any proposed or actual discharge(s).\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n\n                                      F-2\n\n \n      5.2   Will any such wastewater or waste be treated before discharge?\n\n            Yes        No\n\n            If yes, describe the type of treatment proposed to be conducted.\n            Existing tenants should describe the actual treatment conducted.\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n6.    AIR DISCHARGES\n\n      6.1   Do you plan for any air filtration systems or stacks to be used in\n            your company's operations in, on or about the Premises that will\n            discharge into the air, and will such air emissions be monitored?\n            Existing tenants should indicate whether or not there are any such\n            air filtration systems or stacks in use in, on or about the Premises\n            which discharge into the air and whether such air emissions are\n            being monitored.\n\n            Yes        No\n\n            If yes, please describe:____________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n      6.2   Do you propose to operate any of the following types of equipment,\n            or any other equipment requiring an air emissions permit? Existing\n            tenants should specify any such equipment being operated in, on or\n            about the Premises.\n\n            ____ Spray booth(s)      ____ Incinerator(s)\n\n            ____ Dip tank(s)         ____ Other (Please describe)\n\n            ____ Drying oven (s)     ____ No Equipment Requiring Air Permits\n\n            If yes, please describe:____________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n      6.3   Please describe (and submit copies of with this Hazardous Materials\n            Disclosure Certificate) any reports you have filed in the past\n            [thirty-six] months any governmental or quasi-governmental agencies\n            or authorities related to air discharges or clean air requirements\n            and any such reports which have been issued during such period by\n            any such agencies or authorities with respect to you or your\n            business operations.\n\n7.    HAZARDOUS MATERIALS DISCLOSURES\n\n      7.1   Has your company proposed or will it be required to prepare a\n            Hazardous Materials management plan (\"Management Plan\") or Hazardous\n            Materials Business Plan and Inventory (\"Business Plan\") pursuant to\n            Fire Department or other governmental or regulatory agencies'\n            requirements? Existing tenants should indicate whether or not a\n            Management Plan is required and has been prepared.\n\n            Yes        No\n\n            If yes, attach a copy of the Management Plan or Business Plan.\n            Existing tenants should attach a copy of any required updates to the\n            Management Plan or Business Plan.\n\n\n                                      F-3\n\n \n      7.2   Are any of the Hazardous Materials, and in particular chemicals,\n            proposed to be used in your operations in, on or about the Premises\n            listed or regulated under Proposition 65? Existing tenants should\n            indicate whether or not there are any new Hazardous Materials being\n            so used which are listed or regulated under Proposition 65.\n\n            Yes        No\n\n            If yes, please explain: ____________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n8.    ENFORCEMENT ACTIONS AND COMPLAINTS\n\n      8.1   With respect to Hazardous Materials or Environmental Laws, has your\n            company ever been subject to any agency enforcement actions,\n            administrative orders, or consent decrees or has your company\n            received requests for information, notice or demand letters, or any\n            other inquiries regarding its operations? Existing tenants should\n            indicate whether or not any such actions, orders or decrees have\n            been, or are in the process of being, undertaken or if any such\n            requests have been received.\n\n            Yes        No\n\n            If yes, describe the actions, orders or decrees and any continuing\n            compliance obligations imposed as a result of these actions, orders\n            or decrees and also describe any requests, notices or demands, and\n            attach a copy of all such documents. Existing tenants should\n            describe and attach a copy of any new actions, orders, decrees,\n            requests, notices or demands not already delivered to Landlord\n            pursuant to the provisions of Paragraph 32 of the Lease Agreement.\n            ____________________________________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n      8.2   Have there ever been, or are there now pending, any lawsuits against\n            your company regarding any environmental or health and safety\n            concerns?\n\n            Yes        No\n\n            If yes, describe any such lawsuits and attach copies of the\n            complaint(s), cross-complaint(s), pleadings and other documents\n            related thereto as requested by Landlord. Existing tenants should\n            describe and attach a copy of any new complaint(s),\n            cross-complaints, pleadings and other related documents not already\n            delivered to Landlord pursuant to the provisions of Paragraph 32 of\n            the Lease Agreement.\n            ____________________________________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n\n                                      F-4\n\n \n      8.3   Have there been any problems of complaints from adjacent tenants,\n            owners or other neighbors at your company's current facility with\n            regard to environmental or health and safety concerns? Existing\n            tenants should indicate whether or not there have been any such\n            problems or complaints from adjacent tenants, owners or other\n            neighbors at, about or near the Premises and the current status of\n            any such problems or complaints.\n\n            Yes        No\n\n            If yes, please describe. Existing tenants should describe any such\n            problems or complaints not already disclosed to Landlord under the\n            provisions of the signed Lease Agreement and the current status of\n            any such problems or complaints.\n            ____________________________________________________________________\n            ____________________________________________________________________\n            ____________________________________________________________________\n\n9.    PERMITS AND LICENSES\n\n\n\n      9.1   Attach copies of all permits and licenses issued to your company\n            with respect to its proposed operations in, on or about the\n            Premises, including, without limitation, any Hazardous Materials\n            permits, wastewater discharge permits, air emissions permits, and\n            use permits or approvals. Existing tenants should attach copies of\n            any new permits and licenses as well as any renewals of permits or\n            licenses previously issued.\n\n      As used herein, \"Hazardous Materials\" shall mean and include any substance\nthat is or contains (a) any \"hazardous substance\" as now or hereafter defined in\n(S)(S) 101(14) of the Comprehensive Environmental Response, Compensation, and\nLiability Act of 1980, as amended (\"CERCLA\") (42 U.S.C. (S)(S) 9601 et seq.) or\nany regulations promulgated under CERCLA; (b) any \"hazardous waste\" as now or\nhereafter defined in the Resource Conservation and Recovery Act, as amended\n(\"RCRA\") (S)(S) (43 U.S.C. (S)(S) 6901 et seq.) or any regulations promulgated\nunder RCRA; (c) any substance now or hereafter regulated by the Toxic Substances\nControl Act, as amended (\"TSCA\") (15 U.S.C. (S)(S) 2601 et seq.) or any\nregulations promulgated under TSCA; (d) petroleum, petroleum by-products,\ngasoline, diesel fuel, or other petroleum hydrocarbons; (e) asbestos and\nasbestos-containing material, in any form, whether friable or non-friable; (f)\npolychlorinated biphenyls; (g) lead and lead-containing materials; or (h) any\nadditional substance, material or waste (A) the presence of which on or about\nthe Premises (i) requires reporting, investigation or remediation under any\nEnvironmental Laws (as hereinafter defined), (ii) causes or threatens to cause a\nnuisance on the Premises or any adjacent property or poses or threatens to pose\na hazard to the health or safety of persons on the Premises or any adjacent\nproperty, or (iii) which, if it emanated or migrated from the Premises, could\nconstitute a trespass, or (B) which is now or is hereafter classified or\nconsidered to be hazardous or toxic under any Environmental Laws; and\n\"Environmental Laws\" shall mean and include (a) CERCLA, RCRA and TSCA; and (b)\nany other federal, state or local laws, ordinances, statutes, codes, rules,\nregulations, orders or decrees now or hereinafter in effect relating to (i)\npollution, (ii) the protection or regulation of human health, natural resources\nor the environment, (iii) the treatment, storage or disposal of Hazardous\nMaterials, or (iv) the emission, discharge, release or threatened release of\nHazardous Materials into the environment.\n\n      The undersigned hereby acknowledges and agrees that this Hazardous\nMaterials Disclosure Certificate is being delivered to Landlord in connection\nwith the evaluation of a Lease Agreement and, if such Lease Agreement is\nexecuted, will be attached thereto as an exhibit. The undersigned further\nacknowledges and agrees that if such Lease Agreement is executed, this Hazardous\nMaterials Disclosure Certificate will be updated from time to time in accordance\nwith Paragraph 32 of the Lease Agreement. The undersigned further acknowledges\nand agrees that the Landlord and its partners, lenders\n\n\n                                      F-5\n\n \nand representatives may, and will, rely upon the statements, representations,\nwarranties, and certifications made herein and the truthfulness thereof in\nentering into the Lease Agreement and the continuance thereof throughout the\nterm, and any renewals thereof, of the Lease Agreement. I [print name]\n_________________, acting with full authority to bind the (proposed) Tenant and\non behalf of the (proposed) Tenant, certify, represent and warrant that the\ninformation contained in this certificate is true and correct.\n\n(PROSPECTIVE) TENANT:\n\n\nBy:        [ILLEGIBLE]\n           ----------------------\nTitle:     Exec. V.P.\n           ----------------------\nDate:      12-10-97\n           ----------------------\n\n\nINITIALS:\n\nTENANT:     [ILLEGIBLE]\n            ---------------------\nLANDLORD:   [ILLEGIBLE]\n            ---------------------\n\n\n                                      F-6\n\n \n                                   ADDENDUM 1\n\n                           OPTION TO EXTEND THE LEASE\n\n\nThis Addendum 1 is incorporated as a part of that certain Lease Agreement dated\nNovember 10, 1997 (the \"Lease\"), by and between Mohawk Industries, Inc., a\nGeorgia corporation (\"Tenant\"), and Hayward Industrial Park Associates, a\nCalifornia general partnership (\"Landlord\"), for the leasing of those certain\npremises located at 3624 Munster Avenue, Hayward, California, as more\nparticularly described in Exhibit A to the Lease (the \"Premises\"). Any\ncapitalized terms used herein and not otherwise defined herein shall have the\nmeaning ascribed to such terms as set forth in the Lease.\n\n1. Grant of Extension Option. Subject to the provisions, limitations and\nconditions set forth in Paragraph 5 below, Tenant shall have an Option\n(\"Option\") to extend the term of the Lease for five (5) years (the \"Extended\nTerm\").\n\n2. Tenant's Option Notice. If Landlord does not receive written notice from\nTenant of its exercise of this Option on a date which is not more than two\nhundred forty (240) days nor less than one hundred eighty (180) days prior to\nthe end of the initial term of the Lease (the \"Option Notice\"), all rights under\nthis Option shall automatically terminate and shall be of no further force or\neffect.\n\n3. Establishing the Initial Monthly Base Rent for the Extended Term. The initial\nmonthly Base Rent for the Extended Term shall be the then current market rent\nfor the highest and best use for similar space within the competitive market\narea of the Premises (the \"Fair Rental Value\"). \"Fair Rental Value\" of the\nPremises means the fair market rental value of the Premises as of the\ncommencement of the Extended Term, taking into consideration all relevant\nfactors, including length of term, the uses permitted under the Lease, the\nquality, size, design and location of the Premises, including the condition and\nvalue of existing tenant improvements, and the monthly base rent paid by tenants\nfor premises comparable to the Premises, and located within the competitive\nmarket area of the Premises as reasonably determined by Landlord.\n\nNeither Landlord nor Tenant shall have the right to have a court or any other\nthird party entity establish the Fair Rental Value. If Landlord and Tenant are\nunable to agree on the Fair Rental Value for the Extended Term within ten (10)\ndays of receipt by Landlord of the Option Notice, Landlord and Tenant being\nobligated only to act in good faith, this Option shall automatically terminate\nand the Lease shall terminate at the end of its initial term.\n\nIn no event shall the monthly Base Rent for any period of the Extended Term be\nless than the highest monthly Base Rent charged during the initial term of the\nLease. Upon determination of the initial monthly Base Rent for the Extended Term\nin accordance with the terms outlined above, Landlord and Tenant shall\nimmediately execute, at Landlord's sole option, either the standard lease\nagreement then in use by Landlord, or an Amendment to this Lease. Such new lease\nagreement or amendment, as the case may be, shall set forth among other things,\nthe initial monthly Base Rent for the Extended Term and the actual commencement\ndate and expiration date of the Extended Term. Tenant shall have no other right\nto extend the term of the Lease under this Addendum 1 unless Landlord and Tenant\notherwise agree in writing.\n\n \n4. Condition of Premises and Brokerage Commissions for the Extended Term. If\nTenant timely and properly exercises this Option, in strict accordance with the\nterms contained herein: (1) Tenant shall accept the Premises in its then \"As-Is\"\ncondition and, accordingly, Landlord shall not be required to perform any\nadditional improvements to the Premises; and (2) Tenant hereby agrees that it\nwill be solely responsible for any and all brokerage commissions and finder's\nfees payable to any broker now or hereafter procured or hired by Tenant or who\notherwise claims a commission based on any act or statement of Tenant (\"Tenant's\nBroker\") in connection with the Option; and Tenant hereby further agrees that\nLandlord shall in no event or circumstance be responsible for the payment of any\nsuch commissions and fees to Tenant's Broker.\n\n5. Limitations On, and Conditions To, Extension Option. This Option is personal\nto Tenant and may not be assigned, voluntarily or involuntarily, separate from\nor as part of the Lease. At Landlord's option, all rights of Tenant under this\nOption shall terminate and be of no force or effect if any of the following\nindividual events occur or any combination thereof occur: (1) Tenant has been in\ndefault at any time during the initial term of the Lease, or is currently in\ndefault of any provision of the Lease; and\/or (2) Tenant has assigned its rights\nand obligations under all or part of the Lease or Tenant has subleased all or\npart of the Premises; and\/or (3) Tenant's financial condition is unacceptable to\nLandlord at the time the Option Notice is delivered to Landlord; and\/or (4)\nTenant has failed to properly exercise this Option in a timely manner in strict\naccordance with the provisions of this Addendum 1; and\/or (5) Tenant no longer\nhas possession of all or any part of the Premises under the Lease, or if the\nLease has been terminated earlier, pursuant to the terms of the Lease.\n\n6. Time is of the Essence. Time is of the essence with respect to each and every\ntime period described in this Addendum.\n\n\nINITIALS:\n\nTENANT:     [ILLEGIBLE]\n            ---------------------\nLANDLORD:   [ILLEGIBLE]\n            ---------------------\n\n \n                                   ADDENDUM 2\n\n                           EARLY OCCUPANCY AGREEMENT\n\n                                  Page 1 of 1\n\n\nThis Addendum No. 2 is incorporated as a part of that certain Lease Agreement\ndated November 10, 1997 (the \"Lease\"), by and between Mohawk Industries, Inc., a\nGeorgia Corporation (\"Tenant\"), and HAYWARD INDUSTRIAL PARK ASSOCIATES, A\nCALIFORNIA GENERAL PARTNERSHIP (\"Landlord\"), of the premises located at 3624\nMunster Avenue, Unit A, B, and C, Hayward, California, (the \"Premises\").\n\nNotwithstanding anything in the Lease to the contrary, Tenant shall have the\nright to enter the Premises after the Lease has been fully executed and prior to\nthe Commencement Date, of December 15, 1997 (\"Occupancy Date\"). In this event,\nTenant shall have the right to occupy the Premises free of Base Rent from the\nOccupancy Date until the Commencement Date (\"Early Occupancy Period\"). During\nthe Early Occupancy Period Tenant shall be obligated to pay the utilities and\nthe Additional Rent, defined in Section 6 of the Lease, which is attributable to\nthe Early Occupancy Period.\n\nTenant's early occupancy shall be subject to the conditions detailed\nhereinbelow:\n\n      1.    Landlord shall receive from Tenant a certificate of general\n            liability insurance as specified in the Lease, naming Landlord as\n            additional insured.\n\n      2.    All the terms and conditions of the Lease, except the payment of\n            Base Rent, shall be in full force and effect as of the Occupancy\n            Date and possession of the Premises.\n\n      3.    By entry, Tenant accepts the Premises as being in good order,\n            condition and repair as of the Occupancy Date.\n\nUnless otherwise defined in this Addendum, all terms not defined in this\nAddendum shall have the meaning set forth in the Lease.\n\n\nINITIALS:\n\nTENANT:     [ILLEGIBLE]\n            ---------------------\nLANDLORD:   [ILLEGIBLE]\n            ---------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8244],"corporate_contracts_industries":[9462],"corporate_contracts_types":[9583,9579],"class_list":["post-41821","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mohawk-industries-inc","corporate_contracts_industries-manufacturing__textiles","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\/41821","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=41821"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41821"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41821"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41821"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}