{"id":41913,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/ellis-middlefield-industrial-park-mountain-view-ca.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"ellis-middlefield-industrial-park-mountain-view-ca","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/ellis-middlefield-industrial-park-mountain-view-ca.html","title":{"rendered":"Ellis-Middlefield Industrial Park (Mountain View, CA) &#8211; Collateral Assignment of Sublease &#8211; VERITAS Software Corp., Fairchild Semiconductor Corp. and First Security Bank NA"},"content":{"rendered":"<pre>\nCT 804852SMC\/I\nRECORDING REQUESTED BY\nAND WHEN RECORDED MAIL TO:\n\nMOORE &amp; VAN ALLEN, PLLC\n100 North Tryon Street, Floor 47\nCharlotte, North Carolina 28202-4003\nAttention: Lea Stromire Johnson\n\n(Space Above for Recorder's Use)\n-------------------------------------------------------------------------------\nAPN 160-53-003\n\n                       COLLATERAL ASSIGNMENT OF SUBLEASE\n\n     THIS COLLATERAL ASSIGNMENT OF SUBLEASE (as amended, modified,\nsupplemented, restated and\/or replaced from time to time, the 'Assignment'),\ndated as of April 23, 1999, is made by Veritas Software Corporation, a Delaware\ncorporation, doing business in California as Veritas Storage Management Corp.\n('Sublessor'), having an address of 1600 Plymouth Street, Mountain View,\nCalifornia 94043, to First Security Bank, National Association, not\nindividually but solely as Owner Trustee under the VS Trust 1999-1 (the 'Owner\nTrustee') having an address of 79 South Main Street, Salt Lake City, Utah\n84111. To the extent any capitalized term is not defined herein, such term\nshall have the meaning set forth in Appendix A to the Participation Agreement\namong the Sublessor, the Owner Trustee, the various banks or other lending\ninstitutions which are parties thereto from time to time as Lenders and Holders\nand NationsBank, N.A., a national banking association, as agent for the Lenders\nand Holders (the 'Participation Agreement').\n\n                                R E C I T A L S\n\n     A.   The Sublessor is the current sublessor of certain real property more\nparticularly described on Exhibit A attached hereto (the 'Premises'), pursuant\nto a certain sublease agreement dated as of April 23, 1999, between Sublessor,\nas Sublessor, and Fairchild Semiconductor Corporation, a Delaware corporation,\nas Sublessee (the sublease together with any and all renewals, extensions,\namendments and supplements thereto is hereafter referred to as the 'Sublease').\n\n     B.   As a condition to the execution of the Operative Agreements,\nSublessor is required to enter into this Assignment to secure the payment and\nperformance of any and all indebtedness, liabilities, obligations and other\namounts owing under the Operative Agreements to Owner Trustee, whether now or\nhereafter disbursed and existing, as amended, modified, extended, renewed or\nreplaced from time to time as well as the payment and performance obligations\nrelated to this Assignment (collectively, the 'Liabilities').\n\n     NOW, THEREFORE, in consideration of the premises and other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, Sublessor hereby agrees with Owner Trustee as follows:\n\n\n     1.   Subject to the provisions of Paragraph 2 of this Assignment, and as\ncollateral security for the payment and performance of the Liabilities,\nSublessor hereby assigns, transfers and sets over to Owner Trustee any and all\nof Sublessor's right, title and interest, powers, privileges and other benefits\nas sublessor, grantor, lessee or grantee under the Sublease, including, without\nlimitation, (a) proceeds thereof, (b) the right to enter upon, take possession\nof and use any and all property leased or granted to Sublessor, (c) the right\nto make all waivers and agreements, to give all notices, consents and releases,\nto take all action upon the happening of any default giving rise to a right in\nfavor of Sublessor under the Sublease and (d) to do any and all other things\nwhatsoever which Sublessor is or may become entitled to do under the Sublease.\n\n     2.   During the occurrence and continuance of a Lease Event of Default,\nSublessor agrees that, to the extent permitted by law, at the option of Owner\nTrustee and in addition to such other rights and remedies as may be afforded to\nOwner Trustee under the Operative Agreements, by law or in equity, Owner\nTrustee shall have the right, without giving further notice to or obtaining the\nconsent of Sublessor, to exercise, enforce or avail itself of any of the\nrights, powers, privileges, authorizations or benefits assigned and transferred\nto Owner Trustee pursuant to this Assignment, including, without limitation,\nthe right to enter upon and take possession of the Premises by or through its\nown action or that of any agents or assigns, in which event Sublessor agrees to\npeacefully vacate and surrender the Premises to Owner Trustee or its agents or\nassigns, together with all improvements, appurtenances, machinery, equipment,\nfurniture, furnishings, fixtures and other property of Sublessor then situated\nthereon or attached thereto to the extent such have been financed pursuant to\nthe Operative Agreements or to the extent such is reasonably required to\noperate the Premises. Thereafter, any expenses, including, without limitation,\nrent incurred by Owner Trustee in connection with its entry upon and possession\nof the Premises and the aforesaid appurtenances thereto and improvements\nthereon shall, to the extent permitted by applicable law, be deemed to be\nadditional obligations of Sublessor pursuant to the Operative Agreements.\n\n     3.   This Agreement is executed only as security for the Liabilities and,\ntherefore, the execution and delivery of this Assignment shall not subject\nOwner Trustee to, or transfer or pass to Owner Trustee or in any way affect or\nmodify, the liability of Sublessor under the Sublease, it being understood and\nagreed that, notwithstanding this Assignment or any subsequent assignment, all\nof the obligations of Sublessor to each and every other party, under the\nSublease shall be and remain enforceable by such other party, its successors\nand assigns, against, but only against, Sublessor or persons other than Owner\nTrustee and its successors and assigns.\n\n     4.   To protect the security afforded by this Assignment, Sublessor agrees\nas follows:\n\n          (a)  Subject to any express provision within the respective Sublease\n     which may grant the Sublessor a right to contest, Sublessor shall\n     faithfully abide by, perform and discharge each and every material\n     obligation, covenant, condition, duty and agreement which the Sublease\n     provides are to be performed by Sublessor.\n\n\n                                       2\n\n          (b)  Should Sublessor fail to perform or discharge its obligations or\nduties under the Sublease as required in Paragraph 4(a) above or under this\nAssignment, then Owner Trustee may, but shall have no obligation to (and shall\nnot thereby release Sublessor from any Liability hereunder), perform or\ndischarge any such obligation or duty under the Sublease to such extent as\nOwner Trustee may deem necessary or advisable to protect the security provided\nhereby, including appearing in and defending any action or proceeding\npurporting to affect the security hereof or the rights or powers of Owner\nTrustee hereunder. In exercising any such powers, Owner Trustee may pay\nnecessary and advisable costs (including, without limitation, reasonable\nattorneys' fees and expenses), and all such expenses paid or incurred by Owner\nTrustee shall be additional obligations of Sublessor pursuant to the Operative\nAgreements.\n\n          (c)  During the occurrence and continuance of a Lease Event of\nDefault, Owner Trustee shall have the right to assign Sublessor's rights and\ninterests in the Sublease.\n\n     5.   During the occurrence and continuance of a Lease Event of Default,\nSublessor does hereby irrevocably appoint Owner Trustee as Sublessor's true and\nlawful attorney, with full power (in the name of Sublessor or otherwise) to\nask, require, demand, receive and give acquittance for every payment under or\narising out of the Sublease to which Sublessor is or may become entitled,\nincluding, without limitation, to enforce compliance by any other party with\nany term or provision of the Sublease, to endorse each and every check or other\ninstrument or order in connection therewith, and to file any claim, take any\naction, or institute any proceeding which Owner Trustee may deem to be\nnecessary or advisable.\n\n     6.   Until the Liabilities are fully paid and discharged, this Assignment\nand all representations, warranties, covenants, agreements, grants of security\nand other terms and provisions hereof shall remain in full force and effect. No\ntermination or cancellation (regardless of cause or procedure) of this\nAssignment shall in any way affect or impair the powers, obligations, duties,\nrights and liabilities of Sublessor or Owner Trustee in any way or respect\nrelating to any transaction or event occurring prior to such termination or\ncancellation which shall survive such termination or cancellation.\n\n     7.   Sublessor shall, from time to time, do and perform any other act or\nacts and shall execute, acknowledge, deliver and file, register, record (and\nshall re-file, re-register and re-record whenever required) any further\ninstruments, including, without limitation, any extensions and renewals\nthereof, or substitutions therefor required by law or reasonably requested by\nOwner Trustee in order to confirm, or further assure, the interests of Owner\nTrustee hereunder. Without limiting the foregoing, the Sublessor hereby\nauthorizes the Owner Trustee to take all such actions and measures to record\nthis Assignment in appropriate real estate offices where the Premises are\nlocated.\n\n     8.   Sublessor shall cause a copy of every notice or communication\nreceived from any of the other parties to the Sublease, which notices or\ncommunication shall notify Sublessor of any material default, event of default,\nmaterial breach or other material violation on the part of\n\n                                       3\n\nSublessor under the Sublease, to be delivered to Owner Trustee within ten (10)\nbusiness days of Sublessor's receipt of said notice or communication in the\nmanner and at the place provided for in the Participation Agreement for the\ngiving of notices thereunder, or at such other address or in such other manner\nas Owner Trustee shall designate. Sublessor shall similarly notify Owner\nTrustee upon receiving notice of the filing or any bankruptcy petition by or\nagainst, or the institution of any insolvency or reorganization proceeding\ninvolving the lessee under the Sublease and any material notices, summonses,\npleadings, applications and other documents received by Sublessor in connection\nwith any such proceeding.\n\n     9.   Owner Trustee hereby agrees with Sublessor so long as no Lease Event\nof Default has occurred and is continuing, (i) Owner Trustee shall neither\nexercise, enforce or avail itself of, nor seek to exercise, enforce or avail\nitself of any of the rights, powers, privileges, authorizations or benefits\nassigned and transferred to Owner Trustee pursuant to this Assignment, and (ii)\nSublessor may exercise or enforce, or seek to exercise or enforce such rights,\npowers, privileges, authorizations or benefits under the Sublease.\n\n     10.  This Agreement shall be governed and controlled by the internal laws\nof the State of California.\n\n     11.  If any provision of this Assignment or the application thereof to\nSublessor or any circumstance is held invalid or unenforceable, the remainder\nof this Assignment and the application of such provision will not be affected\nthereby and the provisions of this Agreement shall be severable in any such\ninstance.\n\n     12.  This Assignment shall be binding upon and inure to the benefit of the\nsuccessors and assigns of Sublessor, Owner Trustee and their respective\nsuccessors and assigns, all subject to any restriction on successions or\nassignments provided for in the Operative Agreements.\n\n     13.  Any notice(s) required or desired to be given to Owner Trustee or\nSublessor hereunder shall be delivered to the recipient party in the manner and\nat the place provided for in the Participation Agreement for the giving of\nnotices thereunder.\n\n\n                                       4\n\n     IN WITNESS WHEREOF, this instrument is executed by Sublessor as of the\ndate hereinabove written.\n\n\n                                   VERITAS SOFTWARE CORPORATION*\n\n\n\n\n                                   By:   \/s\/ KEN LONCHAR\n                                      -------------------------------\n                                   Name: Ken Lonchar\n                                        -----------------------------\n                                   Title: Sr. VP &amp; CFO\n                                        -----------------------------\n\n \n*  doing business in California as Veritas Storage Management Corp.\n\nSTATE OF CALIFORNIA\n\nCOUNTY OF SANTA CLARA\n\n     On April 20, 1999 before me, Rosa Elizabeth Carretero, Notary Public in and\nfor said County and State, personally appeared Ken Lonchar as CFO of Veritas\nSoftware Corporation, a Delaware corporation, personally known to me (or proved\nto me on the basis of satisfactory evidence) to be the person whose name is\nsubscribed to the within instrument and acknowledged to me that he executed\nthe same in his authorized capacity, and that by his signature on the instrument\nthe person, or the entity upon behalf of which the person acted executed the\ninstrument.\n\nWITNESS my hand and official seal.\n\n\nSignature \/s\/ Rosa Elizabeth Carretero\n          ----------------------------\n\n               [SEAL]\n\n\n\n                                   Exhibit A\n\n\nAll that certain Real Property in the City of Mountain View, County of Santa\nClara, State of California, described as follows:\n\nAll of Lot 23, as shown upon that certain Map entitled, 'Tract No. 2724 Ellis-\nMiddlefield Industrial Park', which Map was filed for Record in the Office of\nthe Recorder of the County of Santa Clara, State of California, on June 16,\n1960 in Book 121 of Maps, at Pages 40, 41, 42, 43 and 44.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7503,9244,9312],"corporate_contracts_industries":[9415,9513,9512],"corporate_contracts_types":[9583,9579],"class_list":["post-41913","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fairchild-semiconductor-international-inc","corporate_contracts_companies-veritas-software-corp","corporate_contracts_companies-wells-fargo---co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-technology__software","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41913","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=41913"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41913"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41913"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41913"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}