{"id":41951,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/point-richmond-tech-center-ii-building-b-richmond-ca2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"point-richmond-tech-center-ii-building-b-richmond-ca2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/point-richmond-tech-center-ii-building-b-richmond-ca2.html","title":{"rendered":"Point Richmond Tech Center II Building B (Richmond, CA) Industrial Gross Lease &#8211; Point Richmond R&#038;D Associates and Pixar"},"content":{"rendered":"<pre>\n             POINT RICHMOND R&amp;D ASSOCIATES INDUSTRIAL GROSS LEASE\n\n\nThis Lease is made and entered into as of SEPTEMBER 12, 1996, between POINT\nRICHMOND R&amp;D ASSOCIATES, a California General Partnership ('Landlord') and\nPIXAR, a California Corporation ('Tenant').\n\n         1. DEFINITIONS. Words not defined in this paragraph or elsewhere in\nthis Lease have their customary meanings. 1) The 'Initial Term' is FOUR YEARS;\n2) 'Commencement Date' is FEBRUARY 7, 1997, the first day of the Initial Term;\n3) 'Base Monthly Rent' means, subject to adjustment, $53,469.15 per month ($1.55\nPER SQUARE FOOT, INDUSTRIAL GROSS FOR THE BUILT OUT SPACE (AS DEFINED BELOW) OF\n30,000 SQ.FT., AND $0.45\/SQ.FT.\/MO. N,N,N FOR THE SHELL CARRY SPACE (AS DEFINED\nBELOW) OF 15,487 SQ.FT., payable in advance, without deduction, offset, prior\nnotice or demand, on the first day of each Month of the Term; 4) 'Premises'\nmeans the part of the Building leased to Tenant for exclusive use, consisting of\napproximately 45,487 square feet, commonly known as POINT RICHMOND TECH CENTER \nII BUILDING B, Richmond, California 94801, as delineated on Exhibit A); 5)\n'Building' means the structure in which the Premises are located; 6) 'Property'\nincludes the Building and land on which it stands; 7) 'Agents' includes\nemployees, agents, guests, invitees and, when applied to Tenant, subtenants, and\nassignees; 8) 'DAY' and 'Month' mean calendar day\/month; 9) 'Lease Year' means\nconsecutive 12-month periods starting on the Commencement Date; 10) 'Common\nArea' means parts of the Building not for exclusive use by tenants including\nhalls, lobby, elevators, rest rooms, roof, exterior walls and structural\ncomponents; 11) 'Tax' means any form of assessment, license, fee, rent, tax,\nlevy, penalty or tax imposed by any authority having direct or indirect taxing\npowers (including Improvement Districts) against Landlord's interest in the\nProperty or personal property used in the operation of the Property and\/or\nLandlord's business of renting the Property; 12) 'Alteration' includes\nadditions, deletions, modifications and changes including utility installations\nsuch as ducting, power panels, fluorescent fixtures, base heaters, conduit and\nwiring; 13) 'Operating Expenses' are all customary and reasonable expenses for\nmaintenance, servicing, management and repair of the Property and the Premises\ninclusive of taxes and insurance premiums, but excluding (a) any expense paid or\nincurred by Landlord relating to the design or construction of the Premises\n(including the Tenant improvements), the Building and the other improvements and\nappurtenances on the Property (including the correction of any defects); (b)\ndepreciation; (c) any reserves; or (d) capital improvements; 14) 'Base Year' is\nthe calendar year in which Landlord delivers possession of the Premises to\nTenant in accordance with the requirements set forth in Paragraph 19.12 of this\nLease; 15) Tenant's 'Pro Rata Share' is the total cost of an item multiplied by\n100% [Landlord may, however, adjust Tenant's Pro Rata Share of specific\nOperating Expenses if Landlord reasonably determines that Tenant's usage\nwarrants such adjustment]; 16) the 'floor area of the Premises' is measured from\nthe exterior surface of exterior walls and from the center of walls separating\nthe Premises from adjacent premises or common areas; 17) The 'floor area of the\nBuilding' is measured from the exterior surface of exterior walls including\ncommon and core areas; 18) 'consent' and 'approval' require reasonable conduct\nby the consenting\/approving party; 19) 'Regulation' includes all laws, statutes,\nregulations and requirements adopted by duly constituted public authorities now\nin force or hereafter adopted; 20) 'Condemnation' includes taking by exercise of\ngovernmental power or the sale or transfer to any condemnor under threat of or\nduring the pendency of proceedings for condemnation. 21) 'BUILT OUT SPACE' IS\nTHE PORTION OF THE PREMISES WHICH WILL BE FULLY BUILT OUT WITH THE TENANT\nIMPROVEMENTS (AS DEFINED IN PARAGRAPH 19.12 BELOW) PRIOR TO DELIVERY OF THE\nPREMISES TO TENANT; 22) 'SHELL CARRY SPACE' IS THE PORTION OF THE PREMISES WHICH\nWILL BE COMPLETED TO WARM SHELL CONDITION (UNLESS TENANT EXERCISES ITS OPTION TO\nCONVERT THE SHELL CARRY SPACE AS PROVIDED in PARAGRAPH 3.1 BELOW) ONLY AND\nRENTED AT A REDUCED RATE FOR A SET PERIOD OF TIME.\n\n         2. PREMISES. Landlord hereby leases to Tenant and Tenant shall have\nexclusive use of the Premises for the Initial Term.\n\n         3. DELAY IN POSSESSION. If Landlord cannot deliver possession of the\nPremises to Tenant on the Commencement Date in accordance with the requirements\nset forth in Paragraph 19.12 of this Lease, such failure shall not affect the\nvalidity of this Lease, extend its Term, or render Landlord liable for any\nresulting damage, but Tenant shall not be obligated to pay rent or any other\ncharge under this lease until Landlord tenders possession. If Landlord cannot\ndeliver possession within 120 DAYS of the Commencement Date, Tenant\n\nmay terminate this Lease on written notice to Landlord. In such event, Tenant\nshall no further recourse against Landlord respecting the Lease. However, in the\nevent that Landlord is unable to deliver possession of the Premises to Tenant \nwithin ninety (90) days of the Commencement Date, Tenant shall be entitled to \noffset the amount of $833.00 per day against the rent due to Landlord from \nTenant for those other Premises at Building A at 1001 West Cutting covered by \nthat certain Lease between Landlord and Tenant dated April 1996, for each day \npast the ninetieth day after the Commencement Date that the Premises are not \ndelivered to Tenant in completed condition. Notwithstanding any other provision\nof this Lease, Landlord shall have no obligation to pay any damages or \nadjustment to Tenant as a result of delays caused by matters outside of \nLandlord's control, including, without limitation, Tenant's conduct, acts of\nGod, acts of war, inclement weather and\/or labor strikes (including strikes\naffecting the supply of labor and\/or materials).\n\n                  3.1 OPTION TO CONVERT SHELL CARRY SPACE. TENANT SHALL HAVE THE\nRIGHT TO CONVERT THE SHELL CARRY SPACE INTO BUILT OUT SPACE FOR A PERIOD OF ONE\nYEAR FROM THE COMMENCEMENT DATE. TO CONVERT THE SHELL CARRY SPACE INTO BUILT OUT\nSPACE, TENANT SHALL DELIVER NOTICE TO LANDLORD NINETY DAYS IN ADVANCE OF THE\nSTART OF THE CONVERSION. TENANT AND LANDLORD WILL DEVELOP A SPACE PLAN AND\nWORKING DRAWINGS FOR THE CONVERSION OF THE SPACE. THE SPACE PLAN SHALL BE FOR A\nBUILT OUT SPACE OF SIMILAR STYLE AND COST TO THE INITIAL BUILD OUT. LANDLORD\nWILL BUILD THIS SPACE AS PER PARAGRAPH 19.12. IF TENANT DOES NOT DELIVER NOTICE\nTO LANDLORD FOR THE CONVERSION OF THE SHELL CARRY SPACE BY NOVEMBER 7, 1997,\nTHEN THE LEASE WITH RESPECT TO THIS SPACE ONLY WILL TERMINATE ON FEBRUARY 7,\n1998.\n\n                  3.2. OPTIONS TO EXTEND TERM. Tenant is hereby granted three\noptions to extend this Lease for an additional one year period, an additional\ntwo year period, and an additional three year period (the 'Option Terms')\npursuant to the provisions of this Lease and exercisable by written notice (the\n'Option Notice') delivered to Landlord at least 180 days before expiration of\nthe Initial Term and each subsequent Option Term. References to 'Term' in this\nLease include the Initial Term and exercised Option Terms. At Landlord's option,\nTenant's default at the time it delivers the Option Notice precludes the\neffectiveness of the notice and commencement of the Option Term.\n\n        4. RENT. Tenant shall pay all rent due Landlord in United States dollars\nat the address set forth below or such other place as Landlord designates in\nwriting. If Alterations increase the floor area of the Premises, Base Monthly\nRent will increase proportionately. If the obligation to pay rent commences\nother than on the first day of a Month, the first payment shall also include\nrent from the date the obligation commences to the first day of the following\nmonth calculated per diem.\n\n                  4.1. BASE MONTHLY RENT ADJUSTMENT. The Base Monthly Rent for\nthe first six months of the Lease shall be $47,969.15. From month seven until\nthe end of the Initial Term, or unless modified per paragraph 4.2, the Base\nMonthly Rent shall be $53,469.15.\n\n                  4.2 CONVERSION OF SPACE BASE RENT ADJUSTMENTS. Upon the\nsubstantial completion of the additional tenant improvements to the Shell Carry\nSpace per paragraphs 3.1 and 19.12, the base rent shall increase by $17,035.70.\nThe Base Monthly Rent shall then be $70,504.85 Industrial Gross. If Tenant\ndeclines to convert the Shell Carry Space per paragraphs 3.1 and 19.12, then as\nof February 7, 1998, the rent shall adjust downward by $6,969.15 and the Base\nMonthly Rent shall be $46,500 Industrial Gross.\n\n                  4.3. OPTION TERM RENT ADJUSTMENT. The Base Monthly Rent for\nthe Option Terms will increase by the cumulative C.P.I. increase for the San\nFrancisco Bay Area from the Commencement Date to the end of the Initial Term for\nthe first Option Term, and from the commencement to the end of each subsequent\nOption Term. The increase will be no less than 3% per year nor greater than 5%\nper year. The term 'C.P.I.' shall mean the Consumer Price Index for All Urban\nConsumers (All Items) (Base Year 1982-1984 = 100) for the San Francisco-\nOakland-San Jose CMSA published by the Bureau of Labor Statistics of the United\nStates Department of Labor. The parties shall use the C.P.I. published most \nrecently before beginning and ending measurement dates to determine each C.P.I.\nincrease.\n\n                  4.4. ADDITIONAL RENT. For each year during the Term that\nOperating Expenses for the Property exceed the Base Year Operating Expenses,\nTenant shall pay to Landlord, in addition to the Base Monthly Rent and all other\npayments due under this Lease, an amount equal to Tenant's Pro Rata Share of the\namount by which the actual Operating Expenses for that year exceed the Base Year\nOperating Expenses (the 'Excess Operating\n\n                                        2\n\nExpenses'). It is the intent of the parties that Tenant shall pay to Landlord\nTenant's Pro Rata Share of increases in Operating Expenses for the Property over\nthe amount of the Base Year Operating Expenses; provided, however, that in no\nevent shall Tenant's Pro Rata Share of increases in Operating Expenses for any\nyear exceed the amount paid by Tenant as Tenant's Pro Rata Share of increases in\nOperating Expenses for the proceeding year by more than five percent (5%).\nTenant shall not be liable for any Increases over Base Year Operating Expenses\nthat are for expenditures for capital improvements as defined under generally\naccepted accounting principles, or (b) any Tax increase due solely to the sale\nor other transfer of an interest in the Property or sale or other transfer of\nall the Property.\n\n                  4.4.1. CALCULATION OF BASE YEAR OPERATING EXPENSES. Base Year\nOperating Expenses shall be determined as the actual Operating Expenses paid for\nthe Property during the Base Year from and after the date (the 'Operating\nExpenses Commencement Date') upon which the Premises (including the Tenant\nImprovements), the Building and the other improvements and appurtenances on the\nProperty have been duly completed and exclusive possession of the Premises has\nbeen delivered to Tenant in the condition required under this Lease. If the\nperiod between the Operating Expenses Commencement Date and the last day of the\nBase Year is less than a full calendar year, Base Year Operating Expenses (other\nthan Base Year Taxes) shall be determined by annualizing the actual Operating\nExpenses paid by the Landlord during the Base Year as follows: the actual\nOperating Expenses paid by Landlord during Base Year shall be multiplied by a\nfraction, the numerator of which shall be 365 and the denominator of which shall\nbe the number of days between the first day of the Base year and the Operating\nExpenses Commencement Date, inclusive. In any event Base Year Taxes shall be the\namount specified in the tax bill for the first full fiscal year after the\nBuilding (including the Premises and the Tenant Improvements) has been assessed\nas a fully completed and occupied building. Within three months following the\nlast day of the Base Year or as soon thereafter as may be practical, Landlord\nshall prepare and deliver to Tenant a schedule of Base Year Operating Expenses.\nThe said schedule will fix the amount of the Base Year Operating Expenses (other\nthan Base Year Taxes) for all purposes under the provisions of this Lease.\nShould Tenant question the said schedule, Landlord shall provide Tenant with\nverification of the amounts set forth in the schedule. In the event Landlord,\nfor any reason, neglects or fails to timely provide the required schedule of\nBase Year Operating Expenses to Tenant, such failure shall not be deemed a\ndefault under or breach of this Lease by Landlord for any purpose, neither shall\nit be deemed a waiver of any rights of Landlord to collect Tenants Pro Rata\nShare of Excess Operating Expenses, neither shall such failure by Landlord\nexcuse Tenant from performance of any of Tenant's obligations under the\nprovisions of this Lease. Within three (3) months following the last day of each\nyear after the Base Year or as soon thereafter as may be practical, Landlord\nshall prepare and deliver to Tenant a schedule for the actual Operating Expenses\npaid by Landlord for such year. Should Tenant question said schedule, Landlord\nshall provide Tenant with verification of the amounts set forth in the schedule.\nIn the event such schedule shows that the actual Operating Expenses paid by\nLandlord for such year exceed the Base Year Operating Expenses, Tenant shall pay\nto Landlord Tenant's Pro Rata Share of the amount of such increase (subject to\nthe limitations specified in Paragraph 4.4 above) within thirty (30) days after\nreceipt of the schedule of Operating Expenses for such year.\n\n        4.5. SECURITY DEPOSIT\/CLEANING CHARGE. Concurrent with its execution \nof this Lease, Tenant shall give Landlord as a security deposit the sum of \n$53,469.13 (the 'Deposit') and a cleaning charge in the amount of $ N\/A \n('Cleaning Charge'). Landlord shall hold the Deposit as security for Tenant's\nfaithful performance of all its obligations under this Lease and may, at its\noption, apply the Deposit to remedy defaults in the payment of any charge\nhereunder, to repair damages to the Property caused by Tenant, or to clean the\nPremises at the end of this Lease. If any portion of the Deposit is so applied,\nTenant shall, within 10 Days after written demand therefor, deliver to Landlord\nfunds sufficient to restore the Deposit to its original amount. Landlord shall\nnot be required to keep the Deposit separate from its general funds. Tenant\nshall earn no interest on the Deposit. If Tenant fully performs under this\nLease, Landlord shall return any unused portion of the Deposit to the last\nholder of Tenant's interest in this Lease upon Tenant's surrender of the\nPremises. On any transfer of Landlord's interest in the Lease, the Deposit will\nbe transferred to Landlord's successor, and Landlord released from liability for\nthe Deposit. The Cleaning Charge is not refundable and Landlord has no\nobligation to account for it.\n\n                                        3\n\n                  4.6. LATE CHARGES. Late payment of any sums due hereunder will\ncause Landlord to incur costs not contemplated by this Lease, including, without\nlimit, accounting charges and late charges which may be imposed on Landlord by\nthe terms of loans secured by the Property. If Tenant fails to deliver to\nLandlord any monies due hereunder within 10 Days of the due date, Tenant shall\npay to Landlord a late charge of 10% of the overdue amount which is agreed to be\na reasonable estimate of the costs Landlord will incur by reason of the late\npayment, the exact amount of which will be difficult to determine. Acceptance of\na late charge shall not constitute a waiver of the default or preclude\nLandlord's exercise of other rights and remedies.\n\n         5. TAXES. Landlord shall pay all Taxes assessed against Landlord's\ninterest in the Property and personal property used in its operation. Tenant\nshall pay all Taxes assessed on Tenant's fixtures, improvements, furnishings,\nmerchandise, equipment and personal property in and on the Premises. If Tenant\nfails to timely pay Taxes, Landlord may (but is not obligated to) pay the same\nat any time thereafter. On demand, Tenant shall repay Landlord amounts so paid\nwith interest at the highest rate allowable by law.\n\n         If Tenant desires to contest the validity or amount of any Tax\napplicable to the Premises, Tenant shall be entitled to do so and to defer\npayment of such Tax until final determination of such contest upon giving\nLandlord written notice thereof prior to commencing such contest and protecting\nLandlord on demand by obtaining a surety bond in the amount of 150% of the total\namount of Taxes in dispute. The surety bond shall hold Landlord harmless from\nany damages or costs incurred in connection with the contest. Landlord shall, at\nTenant's request, cooperate in all reasonable ways requested by Tenant in\nconnection with the contest of Taxes, provided that Tenant pays all reasonable\ncosts incurred by Landlord resulting from such cooperation.\n\n         6.       INSURANCE.\n\n                  6.1. LANDLORD'S INSURANCE. Landlord shall insure the Property\n(including the Premises and the Tenant Improvements) for 100% of its replacement\nvalue against loss or damage by those risks normally included by the insurance\nindustry in the term 'All Risk'; any recovery from such insurance shall belong\nto Landlord. Landlord shall maintain comprehensive general liability insurance\ninsuring Landlord (and others named by Landlord, including Tenant) against\nliability for bodily injury, death and property damage on or about the Property,\nwith combined single limit coverage of at least $2 million. Landlord shall\nfurnish to Tenant prior to the commencement date, and at least thirty (30) days\nprior to the expiration date of any policy, certificates indicating that the\ninsurance required of Landlord is in full force and effect, that Tenant has been\nnamed as an additional insured on the liability policy and that no such policy\nwill be canceled unless thirty (30) days prior written notice has been given to\nTenant. Each liability policy shall include a broad form liability endorsement\nand provide that Tenant as an additional insured may recover for any loss it\nsuffers by reason of acts\/omissions of Landlord and its agents. Except as Tenant\nmay approve in writing before issuance of such policy, all policies which\nLandlord shall obtain hereunder shall be issued by companies with 'AAA' rating\nby either Moody's Rating Service or Standard &amp; Poor's Rating Service and general\npolicy rating of at lease A in Best Insurance Guide's then most current issue.\n\n                  6.2. TENANT'S INSURANCE. Tenant, at its sole expense, shall\nmaintain: a) All Risk coverage insurance on all fixtures, furnishings,\nmerchandise, equipment and personal property in the Premises; and b) for the\nbenefit of Tenant, commercial general liability and property damage insurance\nagainst claims for bodily injury, death or property damage occurring in or\nabout, and\/or arising from Tenant's use of, the Premises, with combined single\nlimit coverage of at least $2,000,000 (such insurance shall include, without\nlimit, products liability, coverage for liability arising from consumption of\nany food or beverages sold from the premises (including coverage for liability\nfrom consumption or sale of alcoholic beverages). Such insurance coverage shall\nnot limit Tenant's liability. Tenant shall furnish to Landlord prior to the\nCommencement Date, and at least 30 Days prior to the expiration date of any\npolicy, certificates indicating that the insurance required of Tenant is in full\nforce and effect, that Landlord has been named as an additional insured on the\nliability policy, and that no such policy will be canceled unless 30 Days' prior\nwritten notice has been given to Landlord. Each liability policy shall include a\nbroad form liability endorsement and provide that Landlord as an additional\ninsured may recover for any loss it suffers by reason of acts\/omissions of\nTenant and its Agents. Except as Landlord may approve in writing before issuance\nof such policy, all policies which Tenant shall obtain hereunder shall be issued\nby companies with 'AAA' rating by either Moody's Rating Service\n\n                                       4\n\nor Standard &amp; Poor's Rating Service and general policy rating of at least A in\nBest Insurance Guide's then most current issue. Policies obtained by Tenant\npursuant to this Lease shall be subject to Landlord's approval.\n\n                  6.3. WAIVER OF SUBROGATION. Notwithstanding anything to the\ncontrary herein, the parties hereby release each other and their respective\nofficers, agents, employees and servants, from all claims for damages, loss,\nexpense or injury to the Property (including the Premises), and\/or to the\nfurnishings and fixtures and equipment or inventory or other Property including\nthe property of either Landlord or Tenant in, about or upon the Property, which\nis caused by or results from perils, events or happenings which are covered by\ninsurance in force at the time of any such loss or by insurance required to be\ncarried hereunder; provided, however, that such waiver shall be effective only\nto the extent permitted by the said insurance and to the extent such insurance\ncoverage is not prejudiced thereby. Each party shall cause each insurance policy\nobtained by it to provide that the insurance company waives all right of\nrecovery by way of subrogation in connection with any damage covered by such\npolicy.\n\n                  6.4. LANDLORD INDEMNIFICATION. Tenant will indemnity and save\nLandlord harmless from and against any and all claims, actions, damages,\nliability and expense relating to loss of life, personal injury and\/or property\ndamage arising from or out of any occurrence in, upon or at the Premises, or the\noccupancy or Tenant's use of the Property, occasioned wholly or in part by any\nacts or omissions of Tenant and its Agents. If Landlord becomes a party to such\nlitigation commenced by or against Tenant, Tenant shall defend and hold Landlord\nharmless from all claims, liabilities, costs and expenses, and shall pay all\ncosts, expenses and reasonable legal fees incurred by Landlord in connection\nwith such litigation. If Tenant is made a party to litigation commenced by or\nagainst Landlord solely as a result of Landlord's acts or omissions, Landlord\nshall defend Tenant and indemnify Tenant against the costs of such litigation.\nAs used herein, 'litigation' includes arbitration. The provisions of this\nparagraph shall be deemed to apply only to those circumstances where there is a\nportion of a loss or claim not covered by existing insurance and then only to\nthe extent that such loss or claim is not covered by insurance. This paragraph\nshall not preclude application of comparative negligence if the parties or their\nagents are both at fault.\n\n                  6.5. TENANT INDEMNIFICATION. Landlord will indemnify and save\nTenant harmless from and against any and all claims, actions, damages, liability\nand expense relating to loss of life, personal injury and\/or property damage\narising from or out of any occurrence in, upon or at the Premises, or the\noccupancy or Landlord's use of the Property, occasioned wholly or in part by \nany acts or omissions of Landlord and its Agents. If Tenant becomes a party to \nsuch litigation commenced by or against Landlord, Landlord shall defend and hold\nTenant harmless from all claims, liabilities, costs and expenses, and shall pay\nall costs, expenses and reasonable legal fees incurred by Tenant in connection\nwith such litigation. If Landlord is made a party to litigation commenced by or\nagainst Tenant solely as a result of Tenant's acts or omissions, Tenant shall\ndefend Landlord and indemnify Landlord against the costs of such litigation. As\nused herein, 'litigation' includes arbitration. The provisions of this paragraph\nshall be deemed to apply only to those circumstances where there is a portion of\na loss or claim not covered by existing insurance and then only to the extent\nthat such loss or claim is not covered by insurance. This paragraph shall not\npreclude application of comparative negligence if the parties or their agents\nare both at fault.\n\n                  6.6. WORKER'S INSURANCE. Tenant shall keep in force for the\nTerm and pay for worker's compensation and other insurance to comply with all\napplicable Regulations.\n\n         7.       MAINTENANCE.\n\n                  7.1. PREMISES. During the Term, Landlord shall maintain the\nPremises (including all interior walls, doors, doorways, lighting fixtures, \nplumbing fixtures, and all windows) and the Systems (as defined in Paragraph \n7.4 below) in good order, condition and repair. Tenant waives the provisions \nof any law permitting Tenant to make repairs at Landlord's expense, including, \nwithout limitation, California Civil Code Sections 1941-1946. Tenant will supply\nits own janitorial services to the Premises.\n\n                  7.2. COMMON AREAS. Landlord shall maintain the Common Area in\nreasonably good order and condition; however, damage caused by the acts\/\nomissions of Tenant and its Agents shall be repaired at Tenant's expense if\nnot covered by the insurance Landlord is required to carry under this Lease.\nLandlord shall maintain all improvements and appurtenances (including the\ndriveways, automobile parking area and all landscaping) upon the Property in\ngood order and repair. Tenant shall notify Landlord in writing of\n\n\n                                        5\n\nrequired repairs to the Property; Landlord shall make necessary repairs in a\nreasonable time. Maintenance and repairs shall be completed in a good and\nworkmanlike manner using such methods as Landlord deems appropriate in its sole\ndiscretion. Landlord shall make commercially reasonable efforts to perform\nmaintenance and repairs with minimum interference with Tenant's business\noperations.\n\n                  7.3. ALTERATIONS. Tenant shall make no Alteration to the\nProperty without Landlord's prior written consent. Landlord may impose such\nconditions upon approval of an Alteration as Landlord may reasonably deem\nappropriate. Every Alteration shall be done under supervision of a licensed\ncontractor and in accordance with plans and specifications furnished to and\napproved by Landlord prior to commencement of work. If an Alteration increases\nthe floor area of the Premises, the Base Monthly Rent and Tenant's Pro Rata\nShare shall be increased in proportion to the resulting increase in the floor\narea of the Premises. Tenant shall give Landlord 7 Days' advance written notice\nprior to starting construction of each Alteration. Each Alteration shall remain\nin place and become the property of Landlord, unless, at the time of consent,\nLandlord required removal of the Alteration on Termination, in which case,\nTenant shall remove such Alteration(s) and restore the Premises to their\npre-Alteration condition at Termination.\n\n                  7.4. SYSTEMS. The heating\/air-conditioning ('HVAC'), plumbing\nand electrical systems (collectively 'Systems') shall not be used for any\npurpose other than that for which they were constructed. Tenant shall pay for\nrepairs resulting from the willful misconduct of Tenant and its Agents.\n\n                  7.5. LIENS. Tenant shall keep the Property free from liens\narising out of work performed, materials furnished or obligations incurred by\nTenant. Tenant shall indemnify Landlord from all costs, liens and encumbrances\nfrom work performed or materials furnished by or at Tenant's direction. If\nTenant fails to obtain removal of such lien within 20 Days following its\nimposition, Landlord shall have the right, but not the obligation, to obtain\nsuch release by such means as it may deem proper, including payment of the claim\ngiving rise to such lien. On demand, Tenant shall reimburse Landlord for all\nsuch sums paid and expenses incurred by Landlord in connection therewith\n(including attorneys' fees and costs) together with interest at the highest rate\nallowable by law from the date Landlord makes such payment until the date of\nreimbursement.\n\n         8. MANAGEMENT. The Wareham Property Group, Inc., an affiliate of\nLandlord, or another affiliated or unaffiliated third party, will manage the\nProperty for a fee (which fee shall be competitive with the fees charged for\nproperty management services for properties comparable to the Property in\nRichmond, California).\n\n         9. UTILITIES AND SERVICES.\n\n                  9.1. PREMISES. Landlord will make available to the Premises\nHVAC and utilities for heating and lighting use at all times. Tenant will pay\nall utility costs directly. If utility services cannot be put directly into\nTenant's name, then Tenant shall pay to Landlord as additional rent the\nestimated cost of supplying these utilities to the Premises, as reasonably\ndetermined by Landlord.\n\n                  9.2. COMMON AREAS. Landlord shall arrange for Common Area\nutilities, landscaping, janitorial and, if Landlord deems it appropriate,\nsecurity services. The costs thereby incurred by Landlord shall be included in\nOperating Expenses; and Tenant will pay its Pro Rata Share of any increases over\nBase Year Operating Expenses.\n\n                  9.3. LIMITATION OF LIABILITY. Landlord shall not be in default\nunder the provisions of this Lease or be liable for any damages directly or\nindirectly resulting from the following conditions: (1) the interruption of use\nof any equipment in connection with the furnishing of any of the services\ndescribed in paragraphs 9.1 and 9.2 of this lease where such interruption is\ncaused by accident or any condition or event beyond Landlord's reasonable\ncontrol; (2) failure to furnish or delay in furnishing any services referred to\nin paragraphs 9.1 and 9.2 of this lease where failure or delay is caused by\naccident or any condition or event beyond Landlord's reasonable control; (3) the\nlimitation, curtailment or rationing of, or restrictions on, use of water,\nelectricity, gas or any other form of energy serving the premises. Landlord\nshall not be liable under any circumstances for a loss of or injury to property\nor business, however occurring, through or in connection with or incidental to\nfailure to furnish any such services. Notwithstanding the foregoing provisions\nof this paragraph, in the event that utility service to the premises is\nunavailable for a period exceeding 15 consecutive days, then from and after the\n16th consecutive day without utility service and until utility service is\nrestarted, Tenant shall be entitled to an abatement of rent unless the\ndisruption of the utility service results in whole, or in part, from the acts\nand\/or\n\n                                        6\n\nomissions of Tenant (inclusive of Tenant's agents, servants, employees, guests,\ninvitees, operatives and\/or contractors) in which case there shall be no\nabatement of rent.\n         \n         10. USE OF PREMISES. This Lease is subject to all Regulations governing\nuse of the Property. Tenant has not entered into this Lease relying on any\nrepresentation by Landlord or its Agents as to suitability of the Premises for\nthe conduct of Tenant's business. Tenant has made its own analysis of\nsuitability of the Premises for its intended use. Tenant shall: 1) use the\nPremises for only general office and animation studios purposes and any other\nlawful use; 2) pay Landlord the full amount of any increased insurance premium\nresulting from Tenant's use of the Premises other than for general office and\nanimation studios purposes; 3) at its sole expense, promptly comply with all\nRegulations and the requirements of any board of fire underwriters or other\nsimilar body now or hereafter constituted relating to or affecting Tenant's\nparticular use of the Premises. Tenant shall not: 1) sell or permit to be kept,\nused or sold in or about the Premises any articles prohibited by a standard form\npolicy of fire insurance; 2) do or permit anything to be done in or about the\nProperty which will obstruct or interfere with rights of other occupants of the\nProperty or injure or annoy them; 3) maintain or permit any nuisance in or about\nthe Property; 4) commit or suffer to be committed any waste in or upon the\nProperty; 5) conduct or allow any auction or similar sale upon the Property; 6)\ndo or permit anything to be done in or about the Property which will violate any\nRegulation [the judgment of any court of competent jurisdiction or Tenant's\nadmission in any action (whether or not Landlord is a party) that Tenant has\nviolated a Regulation shall be conclusive of that fact between Landlord and\nTenant]; 7) place a sign upon the Property; 8) do or permit anything to be done\nwhich will increase existing insurance premiums for the Property or cause\ncancellation of any policy covering any of the Property. However, Tenant shall\nnot be required to comply with or cause the Premises to comply with any\nRegulations requiring the construction of improvements in the Premises unless\nthe compliance with any of the foregoing is necessitated solely due to Tenant's\nparticular use of the Premises.\n\n         11. DEFAULTS AND REMEDIES.\n                \n                  11.1. DEFAULT OF TENANT. The occurrence of any one or more of\nthe following events shall constitute a default and breach of this Lease by\nTenant: (a) Tenant's failure to pay any rent or charges required to be paid by\nTenant under this Lease within 5 days of Landlord's delivery of written notice\nto Tenant that said amounts are past due; (b) Tenant's abandonment or vacation\nof the demised premises; (c) Tenant's failure to promptly and fully perform any\nother covenant, condition or agreement contained in this Lease where such\nfailure continues for 30 days after written notice from Landlord to Tenant of\nsuch default; (d) the levy of a writ of attachment or execution on this Lease or\non any of the property of Tenant located in the premises; (e) the making by\nTenant of a general assignment for the benefit of its creditors or of an\narrangement, composition, extension or adjustment with its creditors; (f) the\nfiling by or against Tenant of a petition for relief or other proceeding under\nfederal bankruptcy laws or state or other insolvency laws, which petition is not\nremoved or which action is not dismissed within 90 days of its filing, or the\nassumption by any court or administrative agency, or by a receiver, trustee or\ncustodian appointed by either, of jurisdiction, custody or control of the\npremises or of Tenant or any substantial part of its assets or property; or (g)\nif the interest of Tenant under this Lease is held by a partnership or by more\nthan one person or entity, the occurrence of any act or event described in parts\n(e) or (f) above in respect of any partner of the partnership. Except as\notherwise specified by this paragraph, in the event a nonmonetary default occurs\nwhich cannot reasonably be cured within the time period specified above and\nTenant commences corrective action within said time period, Tenant shall not be\nin default or subject to penalty under this Lease so long as Tenant prosecutes\nsuch corrective action diligently and continuously to completion.\n\n                  11.2. REMEDIES OF LANDLORD. In the event of Tenant's default\nhereunder, then in addition to any other rights or remedies Landlord may have\nunder this Lease or under law, Landlord may elect either of the remedies set\nforth in Paragraphs 11.2.1 and 11.2.2 Notwithstanding any other provision of\nthis Lease, the Lessor has the remedy described in California Civil Code Section\n1951.4 (Lessor (Landlord) may continue lease in effect after Lessee's (Tenant's)\nbreach and abandonment and recover rent as it becomes due, if Lessee (Tenant)\nhas the right to sublet or assign, subject only to reasonable limitations).\n\n         11.2.1. To immediately terminate this Lease and Tenant's right to\npossession of the premises by giving written notice to Tenant and to recover\nfrom Tenant an award of\n\n\n                                        7\n\ndamages equal to the sum of (i) the worth at the time of award of the\nunpaid rental which had been earned at the time of termination, (ii) the worth\nat the time of award of the amount by which the unpaid rental which would have\nbeen earned after termination until the time of award exceeds the amount of such\nrental loss that Tenant affirmatively proves could have been reasonably\navoided, (iii) the worth at the time of award of the amount by which the unpaid\nrental for the balance of the term after the time of award exceeds the amount\nof such rental loss that Tenant affirmatively proves could be reasonable\navoided, (iv) any other amount necessary to compensate Landlord for all the\ndetriment either proximately caused by Tenant's failure to perform Tenant's\nobligations under this Lease or which in the ordinary course of things would be\nlikely to result therefrom, and (v) all such other amounts in addition to or in\nlieu of the foregoing as may be permitted from time to time under applicable\nlaw; or\n\n         11.2.2. To have this Lease continue to effect for so long as Landlord\ndoes not terminate this Lease and Tenant's right to possession of the premises,\nin which event Landlord shall have the right to enforce all of the rights and\nremedies provided by this Lease and by law, including the right to recover the\nrental and other charges payable by Tenant under this Lease as they become due.\n\n         For purposes of this paragraph 11, the worth at the time of award of\nthe amounts referred to in parts 11.2.1(i) and 11.2.2(ii) shall be computed by\nallowing interest at the highest rate allowable by law, and the worth at time of\naward of the amount referred to in part 11.2.2(iii) shall be computed by\ndiscounting such amount at the rate specified in California Civil Code Section\n1951.2(b) or any successor statute. In such computations, the rent due hereunder\nshall include monthly rent plus the aggregate amount of all other rentals,\ncharges and other amounts payable by Tenant hereunder.\n\n         11.3 DEFAULT BY LANDLORD. Landlord will be in default if Landlord fails\nto perform any obligation required of Landlord (other than a delay in delivery\nof possession as provided for in paragraph 3.2 above) as soon as reasonably\npossible and in any event within 30 days after written notice by Tenant,\nspecifying wherein Landlord has failed to perform such obligation; provided that\nif the nature of Landlord's obligation is such that more than 30 days are\nrequired for performance, then Landlord shall not be in default if Landlord\ncommences performance within 30 day period and thereafter diligently prosecutes\nthe same to completion. Except as expressly set forth in this Lease, Tenant\nshall not have any right whatsoever to terminate this Lease or to withhold,\nreduce or offset any amount against any payments of rents or charges due and\npayable under this Lease.\n\n         12. TERMINATION. Upon expiration of the Term or early termination of\nthis Lease (collectively 'Termination'), Tenant shall deliver up and surrender\nto Landlord possession of the Premises in as good order and condition as when\nTenant took possession excepting only ordinary wear and tear. Tenant's\nobligation with respect to the surrender of the Premises shall be fulfilled if\nTenant surrenders possession of the Premises in the condition existing at the\nCommencement Date, ordinary wear and tear, casualties, condemnation, Hazardous\nMaterials (other than those released or emitted by Tenant in or about the\nPremises), and alterations or other interior improvements which Landlord states\nin writing may be surrendered at the termination of the Lease, excepted. Upon\nTermination, Landlord may reenter the Premises and remove all persons and\nproperty therefrom. If Tenant fails to remove anything that is required or\nentitled to remove from the Premises on Termination, Landlord may remove the\nsame and store or dispose of such item(s) in accordance with California Civil\nCode Section 1980-1991. Tenant shall pay to Landlord on demand all expenses\nincurred in such removal and storage. If the Premises are not surrendered at the\nend of the Term, Tenant shall indemnify Landlord against all losses resulting\nfrom Tenant's delay in surrendering the Premises. If Tenant remains in\npossession of the Premises after expiration of the Term and if Landlord and\nTenant have not executed an express written agreement as to such holding over,\nthen such occupancy shall be a tenancy from month to month at a Base Monthly\nRent fixed at 125% of the Base Monthly Rent in effect immediately prior to such\nexpiration, such payments to be made as herein provided. In the event of such\nholding over, all terms of this Lease including the obligation for payment of\nall charges owing hereunder shall remain in force and effect on said month to\nmonth basis. The voluntary or other surrender of this Lease by Tenant, if\naccepted by Landlord, or a mutual cancellation thereof, shall not work a merger,\nbut shall, at the Landlord's option, terminate or operate as an assignment to\nLandlord of any or all subleases or subtenancies.\n\n           13.      CONDEMNATION OF PREMISES.\n\n                                        8\n\n                  13.1. TOTAL CONDEMNATION. If the entire Premises are taken by\nCondemnation during the Term, this Lease shall terminate on the date of transfer\nof possession and Tenant shall have no claim against Landlord for the value of\nthe unexpired Term.\n\n                  13.2. PARTIAL CONDEMNATION. If any portion of the Premises is\ntaken by Condemnation during the Term, this Lease shall remain in full force and\neffect; except that if a partial taking leaves the Premises unsuitable for\noccupation, Tenant may terminate this Lease effective on the date transfer of\npossession is required unless Landlord makes other comparable arrangements for\nTenant's space. Landlord and Tenant shall each have the right to terminate this\nLease effective on the date transfer of possession is required in the event of\nCondemnation of more than 25% of the floor area of the Premises. The parties may\nexercise their respective rights to terminate this Lease by serving written\nnotice to the other within 30 Days of their receipt of notice of condemnation,\nexcept that Tenant's notice shall be ineffective if Landlord serves notice upon\nTenant of Landlord's election to provide alternate space equivalent to that\ncondemned within 10 Days of Tenant's delivery of notice to Landlord pursuant to\nthis paragraph. Tenant shall have the right of approval of replacement space.\nAll rent and other obligations of Tenant under this Lease shall be paid to the\ndate of Termination; Tenant shall have no claim against Landlord for any\nunexpired portion of the Term. If this Lease is not canceled after a partial\ntaking, Base Monthly Rent and Tenant's Pro Rata Share shall be adjusted to\nreflect the net change in the floor area of the Premises. Tenant waives\nCalifornia Code of Civil Procedure Section  1265.130.\n\n                  13.3. AWARD TO TENANT In the event of Condemnation, Tenant may\nclaim from the condemnor such compensation as Tenant may separately recover for\nmoving costs, loss of business, fixtures or equipment belonging to Tenant and\nthe value of Tenant's leasehold interest hereunder. Tenant shall have no other\nright to recover from Landlord or the condemnor for any additional claims\narising out of such taking.\n\n         14. LANDLORD'S ENTRY. Landlord and its Agents may enter the Premises at\nall reasonable times to: inspect the Premises; make repairs or Alterations; post\n'To Lease' signs during the last 120 Days of the Term; show the Premises during\nthe last 120 days of the Term; and\/or to post notices of nonresponsibility.\nLandlord shall have such right of entry without any rebate of rent to Tenant for\nany loss of occupancy or quiet enjoyment of the Premises. Landlord shall provide\n24 hours' notice of intended entry except under circumstances Landlord\nreasonably deems an emergency. In making repairs or Alterations, Landlord shall\nuse reasonable efforts to minimize any interference with or interruption of\nTenant's business operation in the Premises.\n\n         15. LIMITATION OF LIABILITY AND INDEMNITY: This paragraph 15, inclusive\nof all subparagraphs, supersedes each and every other provision of this Lease.\n\n                  15.1. Limitation of Landlord's Liability. Tenant will not\nhold Landlord liable for amounts exceeding insurance coverage maintained by\nLandlord under this Lease ('Existing Coverage') respecting any injury or damage,\nproximate or remote, occurring through or caused by any repairs or alterations\nto the Property, unless such injury or damage arises from Landlord's negligence,\nwillful misconduct, or breach of this Lease ('Landlord's Acts'). Landlord shall\nnot be liable in excess of Existing Coverage for any injury or damage occasioned\nby defective electric wiring, or the breaking, bursting, stoppage or leaking of\nany part of the plumbing, airconditioning, heating, fire control sprinkler\nsystems or gas, sewer or steam pipes, unless such loss arises from Landlord's\nActs.\n                  15.2. Limitation on Enforcement of Remedies. Notwithstanding\nany other provision of this Lease, Tenant and its Agents shall, under all\ncircumstances, be absolutely limited to Landlord's interest in the Property for\nsatisfaction of Tenant and its Agents' remedies, or for the collection of a\njudgment (or other judicial process or arbitration award) requiring Landlord to\npay money, as the result of any and all judgments, awards and\/or orders against\nLandlord relating to or arising out of Tenant and its Agents' occupancy and use\nof the property and\/or in the event of any default by Landlord hereunder, and no\nother property of Landlord or its partners or principals, disclosed or\nundisclosed, shall be subject to levy, execution or other enforcement procedure\nfor the satisfaction of Tenant and its Agents' remedies with respect to this\nLease, the relationship of Landlord and Tenant hereunder, or the use and\noccupancy of the Property and the Premises by Tenant and its Agents. Tenant, on\nbehalf of Tenant and its Agents, waives all right to collect or enforce any and\nall orders, awards and\/or judgments against Landlord in excess of limitations\nimposed\n\n                                        9\n\nby this paragraph. Tenant shall require that each subtenant and each assignee of\nTenant agree to be bound by the waiver set forth in this paragraph. Landlord's\nmaximum exposure as set forth in this paragraph is cumulative and in the\naggregate (as to all judgments, awards and orders against Landlord arising in\nconnection with this Lease, the relationship of Landlord and Tenant, or the use\nand occupancy of the Property by Tenant and its Agents). Limits imposed by this\nparagraph include Landlord's duties of indemnity (express and\/or implied).\n'Landlord' includes all persons and entities who now or hereafter own an\ninterest in Landlord.\n\n         16. ASSIGNMENT AND SUBLETTING. Tenant shall not directly or indirectly\nassign this Lease in whole or in part, or sublet any part or all of the\nPremises, or license the use of all or any part of the Premises, or business\nconducted thereon, or encumber or hypothecate this Lease, without first\nobtaining Landlord's written consent. The transfer of shares of stock,\npartnership interests or other ownership interests in Tenant resulting in a\nchange in the effective control of Tenant, or any merger, consolidation or other\nreorganization of Tenant is an indirect assignment of Tenant's interest in this\nLease. Tenant's request for consent to any assignment, sublease or other\ntransfer shall be in writing and shall include the following: (a) the name and\nlegal composition of the proposed transferee; (b) the nature of the proposed\ntransferee's business to be carried on in the Premises; (c) the terms and\nprovisions of the proposed assignment or sublease; and (d) such financial and\nother reasonable information as Landlord may request concerning the proposed\ntransferee or concerning the proposed assignment or sublease. Any assignment,\nsubletting, licensing, encumbering or hypothecating of this Lease without\nLandlord's prior written consent shall constitute a default. Landlord's consent\nto any assignment or sublease shall not constitute a waiver of the need for such\nconsent to any subsequent assignment or sublease. Tenant may, without Landlord's\nprior written consent sublet the Premises or assign the Lease to (i) a\nsubsidiary, affiliate, division or corporation controlling, controlled by or\nunder common control with Tenant; (ii) A successor corporation related to Tenant\nby merger, consolidation, nonbankruptcy reorganization, or government action; or\n(iii) A purchaser of substantially all of Tenant's assets located in the\nPremises. A sale or transfer of Tenant's capital stock shall not be deemed an\nassignment, subletting or any other transfer of the Lease or the Premises.\n\n         Notwithstanding any assignment or subletting with Landlord's consent,\nTenant shall remain fully liable on this Lease. Without limiting other reasons\nor circumstances, Landlord and Tenant agree that it is reasonable for Landlord\nto withhold consent if, in Landlord's reasonable judgment: (i) for a full\nassignment and transfer the financial strength of the proposed assignee is not\ncommensurate with the obligations of the Lease; (ii) the proposed use would be\nincompatible with the use of the rest of the Property; or (iii) the proposed use\nwould generate traffic and\/or wear and tear materially in excess of Tenant's\nuse. If Landlord consents to a sublease or assignment, Tenant shall pay\nLandlord's reasonable attorneys' fees incurred in connection with such consent.\nTenant shall pay to Landlord 75% of all Excess Rent received by Tenant directly\nor indirectly in respect of an assignment of this Lease or sublease of the\nPremises. 'Excess Rent' means, in the case of an assignment, all consideration\nand, in the case of a sublease, all consideration in excess of the rents and\ncharges reserved under this Lease. However, Tenant shall not be required to pay\nLandlord any Excess Rent until Tenant has deducted therefrom the costs to Tenant\nto effectuate the assignment or sublease, including attorney's fees, leasing\ncommissions and remodeling costs.\n\n         17. DAMAGE OR DESTRUCTION. Each party may terminate this Lease if the\nPremises are damaged to an extent exceeding 50% of the then replacement cost of\nthe Premises. Landlord may also terminate this Lease if the Premises or the\nBuilding are damaged by an uninsured peril to an extent exceeding 33% of the\nthen replacement cost of the Premises. If a party elects Termination under this\nsection, the terminating party shall deliver written notice to the\nnon-terminating party within 30 Days of the occurrence of the damage. Tenant\nshall have 30 Days to vacate the Premises unless they are unsafe for occupancy,\nin which case, Tenant shall immediately vacate. Tenant waives Section 1932(2),\nand Section 1933(4) of the California Civil Code. If this Lease is not\nterminated pursuant to this paragraph, Landlord shall, as soon as reasonably\npossible and in any event within 90 Days of the occurrence of the damage,\nproceed to repair the Building, (including the Premises and the Tenant\nImprovements constructed by Landlord pursuant to Paragraph 19.12 of this Lease)\nin accordance with the Landlord's Plans and the Tenant Improvement Working\n\n                                       10\n\nDrawings (as such terms are defined in Paragraph 19.12 below). Tenant shall be\nliable for repair and replacement of all fixtures, leasehold improvements,\nfurnishings, merchandise, equipment and Tenant's personal property not covered\nby insurance. If Tenant is able to continue to conduct its business during the\nmaking of repairs, the Base Monthly Rent will be reduced in the proportion that\nthe unusable part of the Premises bears to the whole during the repair period;\nand if Tenant is unable to continue to conduct its business during the making of\nrepairs, the Base Monthly Rent will be abated in full during the repair period\n(which, for purposes of this Lease, shall mean the period beginning on the date\nof the damage or destruction and ending on the date that the repairs have been\ncompleted by Landlord and Landlord has delivered possession of the Premises to\nTenant). Notwithstanding any other provision of this Lease, if the discounted\npresent value of the Base Monthly Rent due for the remaining Term, using as the\ndiscount rate the prime commercial lending rate in effect at the Bank of\nAmerica, NT&amp;SA, as of the date of the damage is less than the cost of repairing\nthe damage to the Premises, Landlord may terminate this Lease on 10 Days'\nwritten notice to Tenant.\n\n         18. HAZARDOUS MATERIALS.\n\n                  18.1. Tenant's Warranties. Tenant's obligations are:\n\n                           18.1.1. RESTRICTIONS ON HAZARDOUS MATERIALS.\nHazardous Material (as defined below) shall not be brought upon, manufactured,\ngenerated, disposed of, handled, used, kept or stored (collectively 'Handled' or\n'Handling') in, on, about or under the Property by Tenant and its Agents without\nLandlord's prior written consent.\n\n                           18.1.2. APPLICABLE REGULATIONS. If any Hazardous\nMaterial is Handled, in, on, about or under the Property by Tenant and its\nAgents, Tenant shall bear all responsibility for ensuring that such material\nshall be handled in compliance with all Environmental, Health and Safety\nRequirements regulating such Hazardous Material. Tenant shall procure, maintain\nin effect and comply with all conditions and requirements of any and all\npermits, licenses and other governmental and regulatory approvals or\nauthorizations required by Environmental, Health or Safety Requirements relating\nto the Handling of Hazardous Material by Tenant. Tenant shall give Landlord\ncopies of all such permits, licenses, or other regulatory approvals within 5\nDays of receipt.\n                           \n                           18.1.3. RESTORATION. If, as a result of handling of\nHazardous Materials by Tenant and its Agents, Hazardous Material in, on, about\nor under the Property or any adjoining property results in contamination of the\nProperty or other property, Tenant, at its sole expense, shall promptly take all\nactions as are necessary to return the Property and\/or the other affected\nproperty to the condition existing prior to such contamination ('Restoration').\nTenant shall not, however, undertake Restoration without first providing\nLandlord with written notice thereof and obtaining Landlord's approval. Tenant\nshall effect Restoration in compliance with all Environmental, Health and Safety\nRequirements. Tenant shall not enter into any settlement agreement, consent\ndecree or compromise respecting any claims relating to Hazardous Material\nconnected with the Property without first notifying Landlord of its intention to\ndo so and affording Landlord ample opportunity to appear, intervene or\nappropriately assert and protect Landlord's interests.\n\n                           18.1.4. REMOVAL. On Termination, Tenant shall remove\nfrom the Property all Hazardous Materials in, on, about or under the Property\nHandled by Tenant and its Agents and all receptacles and containers therefor,\nand shall cause such Hazardous Materials, receptacles and containers to be\nHandled, transported and disposed of pursuant to all applicable Environmental,\nHealth and Safety Requirements. Hazardous Materials, receptacles and containers\nshall be removed by duly licensed haulers, transported to and disposed of at\nduly licensed facilities for the disposal of such Hazardous Materials,\nreceptacles or containers. Tenant shall deliver to Landlord copies of all\ndocumentation relating to Handling of Hazardous Materials, receptacles or\ncontainers therefor, reflecting legal and proper Handling. Tenant shall, at its\nsole expense, repair all damage to the Property resulting from its removal of\nHazardous Materials, receptacles and containers. Tenant shall continue to pay\nrent until completion of such removal and repairs.\n\n                           18.1.5. TENANT'S WRITTEN CONFIRMATION. Tenant shall\nexecute such documents as Landlord may request as Tenant's knowledge of the\npresence of Hazardous Materials in, on, about or under the Property. On each\nanniversary of the Commencement Date, Tenant shall, upon request, give Landlord\na letter stating the during the preceding year Tenant complied with this Section\n18 or, if Tenant has not so complied, stating the details of noncompliance.\n\n                           18.1.6. TENANT'S DUTY TO NOTIFY LANDLORD. Tenant\nshall notify\n\n                                       11\n\nLandlord in writing immediately upon receiving written notice of: (1)\nenforcement, cleanup, remediation or other action threatened, instituted or\ncompleted by any governmental or regulatory agency or private person with\nrespect to the Property or any adjoining property relating to Hazardous\nMaterials; (2) any claim threatened or made by any person against Tenant,\nLandlord, the Property or any adjoining landowner, tenant or property for\npersonal injury, compensation or any other matter relating to Hazardous\nMaterials; and (3) any reports made by or to any governmental or regulatory\nagency with respect to the Property or any adjoining property relating to\nHazardous Materials, including without limitation, any complaints, notices or\nasserted violations in connection therewith. Tenant shall supply to Landlord as\npromptly as possible, and in any event within 5 Days after Tenant first receives\nor sends the same, copies of all claims, reports, complaints, notices, warnings,\nasserted violations or other documents relating in any way to the foregoing.\n\n                  18.2. LANDLORD'S RIGHTS. Landlord and its Agents shall have\nthe right to communicate, verbally or in writing, with any regulatory agency or\nany environmental consultant on any matter respecting the Property relating to\nHazardous Materials. Landlord shall be entitled to copies of all notices,\nreports or other documents issued by or to any such regulatory agency or\nconsultant respecting the Property relating to Hazardous Materials.\n\n                  18.3. TENANT'S DUTY TO INDEMNIFY. If the Handling by Tenant\nand its Agents of Hazardous Materials results in contamination of the Property,\nor if any lender or governmental agency requires an investigation to determine\nwhether there is contamination of the Property or any adjoining property as a\nresult of the Handling of Hazardous Materials by Tenant and its Agents, and it \nis determined that such handling resulted in contamination of the property, then\nTenant shall indemnify, defend and hold Landlord and its Agents and all of\nLandlord's partners or other affiliates, together with all their directors,\nofficers, shareholders, employees, agents, contractors and attorneys, harmless\nfrom and defend them against any and all claims, damages, penalties, fines,\ncosts, liabilities and losses (including, without limitation, sums paid in\nsettlement of claims, attorneys' fees, consultants' fees and experts' fees)\nwhich arise during or after the Term as a result of such contamination. This\nindemnification includes, without limitation, costs incurred in connection with\nremoval or restoration work required by any regulatory agency and\/or private\npersons because of the presence of Hazardous Materials in the soil or\ngroundwater in, on, about or under the Property or any adjoining property as a\nresult of the handling of Hazardous Materials, resulting in contamination of the\nproperty, by Tenant and its Agents and legal fees and expenses incurred by\nLandlord relating to such claims, demands, investigations and responses.\n\n                  18.4. RIGHT OF ENTRY. If contamination of the Property by\nHazardous Materials occurs or if any lender or regulatory agency requires an\ninvestigation to determine if there is contamination of the Property or any\nadjoining property, then Landlord and its Agents shall have the right, at any\nreasonable time and from time to time, to enter the Premises to perform\nmonitoring, testing or other analyses, and to review applicable documents,\nnotices, or other materials. If such contamination resulted from the handling of\nHazardous Materials by Tenant and its Agents, Tenant shall pay, on delivery of\nLandlord's invoice, all costs and expenses reasonably incurred by Landlord in\nconnection with such investigation, monitoring, and testing.\n\n                  18.5. DEFINITIONS. The following terms shall have the\nfollowing meanings:\n\n                           18.5.1. 'HAZARDOUS MATERIAL': shall mean, without\nlimitation, (1) petroleum or petroleum products; (2) hydrocarbon substances of\nany kind; (3) asbestos in any form; (4) formaldehyde; (5) radioactive\nsubstances; (6) industrial solvents; (7) flammables; (8) explosives; (9) leakage\nfrom underground storage tanks; (10) substances defined as 'hazardous\nsubstances,' 'hazardous materials,' or 'toxic substances' in (A) the\nComprehensive Environmental Response, Compensation and Liability Act of 1980, as\namended by the Superfund Amendments and Reauthorization Act of 1986 or as\notherwise amended, 42 U.S.C. Sections 9601, et seq., (B) the Hazardous Materials\nTransportation Act, 49 U.S.C. Sections 1801 et seq. and any amendments thereto,\nor (C) the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et\nseq. and any amendments thereto; (11) those substances defined as 'hazardous\nwastes,' 'extremely hazardous wastes' or 'restricted hazardous wastes' in\nSections 25115, 25117, and 25122.7 or listed pursuant to Section 25140 of the\nCalifornia Health &amp; Safety Code and any amendments thereto; (12) those\nsubstances defined as 'hazardous substances' in Section 25316 of the California\nHealth &amp; Safety Code and any amendments thereto; (13) those substances defined\nas 'hazardous materials,' 'hazardous wastes' or 'hazardous substances' in\nSections 25501 and 25501.1 of the California\n\n                                       12\n\nHealth &amp; Safety Code and any amendments thereto; (14) those substances defined\nas 'hazardous substances' under Section 25281 of the California Health &amp; Safety\nCode and any amendments thereto; (15) those substances causing 'pollution' or\n'contamination' or constituting 'hazardous substances' within the meaning of (A)\nthe Clean Water Act, 33 U.S.C. Section  1251 et seq. and any amendments thereto,\n(B) the Porter-Cologne Water Quality Control Act, Section 13050 of the\nCalifornia Water Code and any amendments thereto, and (C) the Safe Drinking\nWater Act, 42 U.S.C. Section 300f et seq.; (16) such chemicals as are identified\non the list published from time to time as provided in Chapter 6.6 of the\nCalifornia Health and Safety Code, as amended, as causing cancer or reproductive\ntoxicity; (17) polychlorinated biphenyls (PCBs) set forth in the Federal Toxic\nSubstance Control Act, as amended, 15 U.S.C. Section 2601 et seq.; (18) 'toxic\nair contaminant' as defined in California health and Safety Code Section 39655;\nand (19) the wastes, substances, materials, contaminants and pollutants\nidentified pursuant to or set forth in the regulations adopted or judicial or\nadministrative, decisions or decrees promulgated pursuant to any of the\nforegoing laws. The foregoing list of definitions and statutes is illustrative,\nnot exhaustive; such list shall be deemed to include all definitions, rules,\nregulations and laws applicable to the subject matter of this paragraph as they\nmay be amended or changed from time to time.\n\n                           18.5.2. 'ENVIRONMENTAL HEALTH AND SAFETY\nREQUIREMENTS' means any law, statute, ordinance, rule, regulation, order,\njudgment or decree promulgated by any governmental agency, court, judicial or\nquasi-judicial body or legislative or quasi-legislative body which relates to\nmatters of the environment, health, industrial hygiene or safety.\n\n                  18.6. ALLOCATION OF RESPONSIBILITIES. ALL LIABILITY ARISING\nFROM THE TRANSPORTATION OR HANDLING OF HAZARDOUS MATERIALS IN, ON, UNDER, AND\/OR\nABOUT THE PROPERTY OR ADJOINING PROPERTY BY TENANT AND ITS AGENTS SHALL, AT ALL\nTIMES, REMAIN TENANT'S SOLE RESPONSIBILITY, EVEN IF THE HAZARDOUS MATERIALS\nORIGINATE FROM THE PROPERTY. NO ACT BY LANDLORD OR ITS AGENTS SHALL CONSTITUTE\nLANDLORD'S ASSUMPTION OF ANY OBLIGATIONS, DUTIES, LIABILITIES OR\nRESPONSIBILITIES PERTAINING TO TENANT'S COMPLIANCE WITH ANY ENVIRONMENTAL,      \nHEALTH  OR SAFETY REQUIREMENTS. NOTWITHSTANDING TERMINATION OF THIS LEASE,\nTENANT SHALL RETAIN ALL LIABILITY AND RESPONSIBILITY FOR COMPLIANCE WITH\nREGULATIONS AND ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS CONCERNING TENANT\nAND ITS AGENTS' HANDLING OF HAZARDOUS MATERIALS. TENANT SHALL INDEMNIFY AND HOLD\nLANDLORD AND ITS AGENTS HARMLESS FROM ALL COSTS AND EXPENSES ASSOCIATED WITH    \nSUCH COMPLIANCE.\n\n                  18.7. INSPECTIONS. Tenant will cooperate with the completion\nof inspections of the Property as required by applicable law and regulation.\nTenant shall provide to Landlord a copy of the reports for each such inspection\nwithin 15 days of Tenant's receipt of such reports.\n\n                  18.8. COOPERATION. Tenant will not interfere with Landlord's\nacts pursuant to the above-referenced Regulations. Tenant will comply with\nreasonable procedures promulgated by Landlord pursuant to such laws and\nregulations. Landlord shall have no duty to establish any procedures or to\nsupervise in any way Tenant's activities on the Property.\n\n                  18.9. SURVIVAL. The covenants, agreements and indemnities set\nforth in this Section 18 shall survive Termination and shall not be affected by\nany investigation, or information obtained as a result of any investigation, by\nor on behalf of Landlord or any prospective Tenant.\n\n                  18.10. STORAGE TANKS. Tenant shall not install any storage\ntanks on the Property without Landlord's prior written consent.\n\n                  18.11. LANDLORD'S OBLIGATIONS. Landlord's obligations are:\n\n                           18.1 1.1. COMPLIANCE WITH REGULATIONS. If Landlord\nand its Agents Handle Hazardous Material in, on, about or under the Property,\nsuch material shall be Handled in compliance with all Environmental, Health and\nSafety Requirements.\n\n                           18.11.2. RESTORATION. If, as a result of Landlord's\nbringing Hazardous Material upon the Property, or otherwise any contamination of\nthe Property or the surrounding environment occurs, Landlord shall promptly take\nall necessary actions to return the Property and\/or the surrounding environment\nto the condition existing prior to such contamination.\n\n                           18.11.3. DUTY TO NOTIFY TENANT. Landlord shall notify\nTenant in writing upon learning of: (1) enforcement, cleanup, remediation or\nother action threatened,\n\n                                       13\n\ninstituted or completed by any regulatory agency or private person with respect\nto the Property relating to Hazardous Materials; (2) any claim threatened or\nmade against Landlord respecting the Tenant or the Property for personal injury,\ncompensation or any other matter relating to Hazardous Materials; and (3)\nreports made by or to any regulatory agency respecting the Property, complaints,\nnotices or asserted violations in connection therewith. Landlord shall supply to\nTenant copies of claims, notices, warnings, or other documents relating to the\nforegoing.\n\n                           18.11.4. INDEMNITY OF TENANT. TO THE BEST KNOWLEDGE\nOF LANDLORD, (i) NO HAZARDOUS MATERIAL IS PRESENT ON THE PROPERTY OR THE SOIL,\nSURFACE WATER OR GROUNDWATER THEREOF, (ii) NO UNDERGROUND STORAGE TANKS ARE\nPRESENT ON THE PROPERTY, AND (iii) NO ACTION, PROCEEDING OR CLAIM IS PENDING OR\nTHREATENED REGARDING THE PROPERTY CONCERNING ANY HAZARDOUS MATERIAL OR PURSUANT\nTO ANY ENVIRONMENTAL LAW. Under no circumstances shall Tenant be liable for, and\nLandlord shall indemnify, defend and hold harmless Tenant and its Agents from\nand against, all losses, costs, claims, liabilities and damages (including\nattorneys' and consultants' fees) of every type and nature, directly or\nindirectly arising out of or in connection with any Hazardous Materials present\nat any time on or about the Property, or the soil, air, improvements,\ngroundwater or surface water thereof, or the violation of any laws, orders or\nregulations, relating to any such Hazardous Material, except to the extent that\nany of the foregoing actually results from the release or emission of Hazardous\nMaterial on or about the Premises during the term of the Lease by Tenant or its\nAgents in violation of applicable environmental laws.\n\n         19.      MISCELLANEOUS PROVISIONS.\n\n                  19.1. WAIVER. No waiver of any breach of this Lease shall be\nconstrued as a waiver of any other breach. Landlord's acceptance of rent after\nTenant's breach shall not be a waiver of any preceding breach of this Lease by\nTenant, even if known by Landlord at the time.\n\n                  19.2. NOTICES. Notices, requests, demands and other\ncommunications shall be in writing personally delivered or sent by certified\nmail, return receipt requested, postage prepaid, properly addressed to the other\nparty at the address set forth by its signature below, or at such other address\nas may be designated in writing by one party to the other. Notice shall be\neffective on personal delivery or on the date indicated on the post office's\ncertified mail receipt of delivery.\n\n                  19.3. CONSTRUCTION. This Lease shall be construed pursuant to\nCalifornia law. The invalidity of any provision of this Lease shall not affect\nthe remainder. All terms of this Lease shall be construed to mean either the\nsingular or the plural, masculine, feminine or neuter, as the situation may\ndemand. Headings are descriptive only and not determinative of meaning. Time is\nof the essence in performance of all obligations. This Lease constitutes the\nentire agreement between the parties respecting the subject matters it\naddresses. This Lease supersedes all prior oral and written agreements\nrespecting the hiring of the Premises. Provisions of this Lease may be waived,\namended or repealed only by all parties' written consent. This Lease binds and\ninures to the benefit of the parties' heirs, personal representatives,\nsuccessors and assigns.\n\n                  19.4. MEMORANDUM. If Landlord requests a memorandum of Lease,\nthe parties shall execute, acknowledge and record a document identifying: the\nparties, Premises, Term and Commencement Date. No other memorandum of this Lease\nshall be recorded.\n\n                  19.5. AUTHORITY. Each individual executing this Lease for a\ncorporation warrants that he is duly authorized to execute and deliver the Lease\nfor the corporation and that the Lease binds the corporation in accordance with\nits terms. Each individual executing this Lease on behalf of a partnership\nwarrants that he is duly authorized to execute and deliver this Lease for the\npartnership and that this Lease binds the partnership in accordance with its\nterms.\n\n                  19.6. LITIGATION. All actions and arbitrations arising out of\nor in connection with this Lease shall be venued in Alameda County, California.\nIf an action or arbitration proceeding is commenced by reason of the breach of\nthis Lease or arising out of this Lease, the prevailing party shall recover\ncosts of suit and attorneys' fees, whether or not the matter proceeds to\njudgment.\n\n                  19.7. SUBORDINATION OF LEASEHOLD. Tenant agrees that this\nLease is and shall be, at all times, subject and subordinate to the lien of any\nmortgage or other encumbrances which Landlord may create against the premises,\nincluding all renewals, replacements and extensions thereof. Tenant agrees to\nexecute any and all instruments\n\n                                       14\n\nin writing which may be required by Landlord to subordinate Tenant's rights to\nthe lien of such mortgage. Tenant's obligation to subordinate its leasehold to\na lender shall, at all times, be conditioned upon the lender giving to Tenant a\nnondisturbance agreement providing that the lender will not terminate Tenant's\noccupancy in the event of a foreclosure as long as Tenant is not in default\nunder the provisions of this Lease. If required by Tenant, Landlord will make\nbest efforts to obtain from any lender or ground lessors of the Property a\nwritten agreement in form reasonably satisfactory to Tenant providing for\nrecognition of Tenant's interest under the Lease in the event of a foreclosure\nof the lender's security interest or termination of the ground lease.\n\n                  19.8. ESTOPPEL. Within 15 Days of Landlord's request, Tenant\nshall complete, execute and deliver to Landlord a certification: (a) that this\nLease is unmodified and in full force and effect (or if modified, stating the\nnature of such modification and certifying that this Lease as so modified is in\nfull force and effect); (b) of the date to which the rent and other charges are\npaid; (c) that Tenant knows of no uncured defaults on the part of Landlord\nhereunder, or specifying such defaults, if any are claimed; and (d) of the date\nof commencement and expiration of the Term. Tenant's failure to timely deliver\nthe document constitutes a certification that Landlord is not in default under\nthe Lease and the terms of the Lease are in force without modification.\nProspective purchasers, lenders or lender's assignees may rely upon such\ncertification.\n\n                  19.9. ATTORNMENT. In the event of a sale of the Property or\nthe completion of foreclosure against the Property, Tenant shall attorn to\nthe Landlord's successor in interest.\n\n                  19.10. LENDER'S REQUESTS. Tenant shall consent to Lease\namendments requested by any lender against the Property, provided that such\namendments do not materially affect Tenant's obligations. Tenant shall timely\nsupply financial information requested by such lender.\n\n                  19.11. REASONABLE EXPENDITURES. Any expenditure by a party\npermitted or required under the Lease, for which such party is entitled to\ndemand and does demand reimbursement from the other party, shall be limited to\nthe fair market value of the goods and services involved, shall be reasonably\nincurred, and shall be substantiated by documentary evidence available for\ninspection and review by the other party or its representative during normal\nbusiness hours.\n\n                  19.12. TENANT IMPROVEMENTS. Landlord shall be responsible, at\nits sole cost, for delivering the Premises to Tenant in the 'Warm Shell'\ncondition. Tenant Improvement work will commence in the Premises in a 'Warm\nShell' condition. Warm Shell is defined as follows:\n\n         1. Toilet Room. The men's and women's toilets shall be complete with\nceramic tile or higher quality materials on floors and wet walls at least up to\nthe height of the wainscot, countertops, walls and floors, lavatory mirrors,\nlighting, ceilings, toilet partitions, toilet accessories, high quality plumbing\nfixtures and all mechanical, plumbing and lighting services completed.\n\n         2. Janitors Closet, Telephone Room, and Electrical Room. The janitor's\ncloset shall be complete with painted walls, floor coverings and resilient base.\nThe telephone and electrical rooms will include a telephone backboard and\nelectrical distribution panelboards, respectively.\n\n         3. Life safety. All required alarm and communication systems within the\njanitor's closet, telephone and electrical rooms, the stairwells, the toilet\nrooms, and the Premises shall be complete with horns, speakers, strobes, etc.\n\n         4. HVAC. Full mechanical system in place, including packaged \nroof-mounted HVAC units for the heating, ventilation and air-conditioning \nsystem.\n\n         5. SPRINKLER. The sprinkler system shall be complete, which shall \ninclude main floor shut-off valves, alarms, primary loop piping, distribution \npiping, and heads installed with deflectors.\n\n         6. Public Exit Stairways. Stairways, if any, shall be complete in\ncompliance with laws.\n\n                                       15\n\n         7. Access to Systems. Access shall be available to domestic cold water,\ndrainage and vent systems at readily accessible locations.\n\n         8. Drinking Fountain. Drinking fountains as per Landlord's Plans with\n'chilled' water installed in compliance with laws.\n\n         9. Walls and Windows. Curtain wall, exterior windows and insulation,\nwhere applicable (from slab-to-slab), installed and sealed.\n\n         10. Flooring. Concrete floor with troweled finish, smooth and level\nready to receive carpeting, tile, marble or wood without additional Tenant\npreparation.\n\n         11. Base and Shell Improvements. The structural walls of the Building\nshall be complete, including fireproofing (if required by Code) and finished\nslab, smooth and level concrete floors ready to receive carpeting.\n\n\nTENANT AND LANDLORD WILL DESIGN SPACE PLANS AND WORKING DRAWINGS FOR THE TENANT\nIMPROVEMENTS TOGETHER. THE COMPLETED AND APPROVED TENANT IMPROVEMENT DRAWINGS\nWILL BECOME EXHIBIT B. TIME AND COST ARE OF THE ESSENCE IN THIS EFFORT. WORKING\nDRAWINGS MUST BE COMPLETED BY DECEMBER 6, 1996, AND APPROVED BY DECEMBER 13,\n1996.\n\nIT IS THE INTENT OF TENANT AND LANDLORD TO DESIGN THIS SPACE TO BE IN STYLE AND\nFINISH COMPARABLE TO THE BUILD OUT OF THE BERKELEY PROCESS CONTROL SPACE (THE\nAPRIL 1996 LEASE FOR BUILDING A AT 1001 WEST CUTTING) SPECIFICALLY IN THE BLEND\nOF OPEN OFFICE TO PARTITIONED SPACE (AT APPROXIMATELY 50% OPEN OFFICE). THIS\nGUIDELINE SHALL BE CALLED THE 'DESIGN INTENT'. IN MAINTAINING THE DESIGN INTENT,\nIT IS THE INTENT OF TENANT AND LANDLORD TO KEEP THE COST OF THIS BUILD OUT TO\n$20.00\/SQ.FT. EXCLUDING THE COSTS OF DELIVERING THE PREMISES IN THE WARM SHELL\nCONDITION AND EXCLUDING THE COST OF WORKING DRAWING PREPARATION. TENANT SHALL BE\nENTITLED TO AN ADDITIONAL ALLOWANCE OF UP TO $1.50\/SQ.FT., PLUS REIMBURSEMENT OF\nREASONABLE ASSOCIATED COSTS (E.G., REPRODUCTION, SHIPPING, ETC.) FOR WORKING\nDRAWING. UPON COMPLETION OF THE WORKING DRAWINGS, LANDLORD SHALL SOLICIT BIDS\nFOR CONSTRUCTION OF THE TENANT IMPROVEMENTS FROM AT LEAST THREE (3) DULY\nLICENSED AND BONDABLE GENERAL CONTRACTORS REASONABLY APPROVED BY TENANT. WHEN\nTHE BIDS ARE RETURNED, THE CONTRACTOR SUBMITTING THE LOWEST BID ACCEPTABLE TO\nBOTH LANDLORD AND TENANT SHALL BECOME THE 'DESIGNATED CONTRACTOR'. IF THE BID OF\nTHE DESIGNATED CONTRACTOR PLUS THE COST OF THE WORKING DRAWINGS IS GREATER THAN\n$600,000 BUT LESS THAN $675,000 AND THE WORKING DRAWINGS REASONABLY MEET THE\nDESIGN INTENT, THEN LANDLORD WILL BUILD OUT THE SPACE IN A FIRST CLASS\nWORKMANLIKE MANNER AND DELIVER THE PREMISES TO THE TENANT BY THE COMMENCEMENT\nDATE.\n\nLANDLORD WILL RESERVE $309,740 FOR A MAXIMUM TIME PERIOD OF TWELVE MONTHS. THESE\nFUNDS WILL BE USED TO BUILD OUT THE SHELL CARRY SPACE IF IT IS CONVERTED PER\nPARAGRAPH 3.1.\n\nANY COSTS IN EXCESS OF THE $675,000 ALLOWANCE FOR THE BUILD OUT SPACE, OR\n$309,740 FOR THE CONVERSION OF THE SHELL CARRY SPACE WILL BE THE COMPLETE\nOBLIGATION OF THE TENANT. UPON LANDLORD'S DEMAND, TENANT WILL PAY THE LANDLORD\nFOR THIS COST OVERAGE.\n\n                  19.13. SUBMISSION. Submission of this document to Tenant does\nnot create a reservation for a lease or any rights respecting the Premises prior\nto Landlord's execution.\n\n                  19.14. EARLY TERMINATION. UPON 180 DAYS WRITTEN NOTICE TO THE\nLANDLORD, TENANT MAY TERMINATE THIS LEASE AT THE END OF THE 30TH, 36TH, OR 42ND\nMONTH AFTER THE COMMENCEMENT DATE. IT IS THE EXPRESSED INTENT OF THIS EARLY\nCANCELLATION THAT THESE EARLY TERMINATION ARE ONE TIME EVENTS. IF THE TENANT\nDOES NOT DELIVER NOTICE TO THE LANDLORD IN TIME FOR ANY EARLY TERMINATION, THEN\nTHAT TERMINATION OPTION WILL CEASE TO EXIST AND THE LEASE WILL CONTINUE IN FULL\nFORCE AND EFFECT UNTIL IF AND WHEN THE TENANT NOTICES THE LANDLORD FOR THE NEXT\nEARLY TERMINATION.\n\n                  19.15. ARBITRATION OF DISPUTES. SAVE AND EXCEPT FOR\n\n                                       16\n\nUNLAWFUL DETAINER ACTIONS, ANY CONTROVERSY OR CLAIM BETWEEN THE PARTIES ARISING\nOUT OF THIS LEASE SHALL BE SUBMITTED TO BINDING ARBITRATION UNDER THE RULES OF\nTHE AMERICAN ARBITRATION ASSOCIATION. CALIFORNIA CODE OF CIVIL PROCEDURE SECTION\n1283.05 SHALL APPLY TO THE ARBITRATION. ANY COURT OF COMPETENT JURISDICTION MAY\nENTER JUDGMENT UPON THE ARBITRATION AWARD.\n\nNOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE\nARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISIONS\nDECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING\nUP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY\nTRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS\nTO DISCOVERY AND APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE\n'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION\nAFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER THE\nAUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS\nARBITRATION PROVISION IS VOLUNTARY. THIS PROVISION DOES NOT APPLY TO UNLAWFUL\nDETAINER ACTIONS.\n\nWE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING\nOUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO\nNEUTRAL ARBITRATION.\n\n                  -------                               -------\n                  Initial                               Initial\n\n                  19.16. BROKERAGE. Landlord has retained the services of C.B.\nCommercial as the broker for this project. Any and all costs associated with\nthis relationship are the sole responsibility of the Landlord. Tenant warrants\nthat it has involved no brokers with respect to this transaction.\n\n                  19.17. COOPERATION. Tenant will not interfere with Landlord's\nactions pursuant to any Regulation affecting the Property. Tenant will comply\nwith all reasonable procedures promulgated by Landlord relating to the matters\ncovered by such Regulations. Landlord has no duty to establish procedures or\nregulations or to supervise Tenant's activities for any purpose including,\nwithout limitation, the Handling of Hazardous Materials.\n\n                  19.18. PARKING. TENANT SHALL HAVE THE USE OF 105 OFF-STREET\nPARKING PLACES. IF TENANT ELECTS TO CONVERT THE SHELL CARRY SPACE, THEN TENANT\nSHALL HAVE THE USE OF AN ADDITIONAL 54 SPACES FOR A TOTAL OF 159 OFF-STREET\nPARKING PLACES.\n\n                  LANDLORD:                                   TENANT:\n\n\nBy          Richard K. Robbins                         By \/s\/ Edwin Catmull\n   ----------------------------------           -------------------------------\n           Authorized Signature                        Authorized Signature\n\n                                                     Edwin Catmull\n                                                -------------------------------\n                                                     Please print name\n\n        Address for Notices:                        Address for Notices:\n        1120 Nye Street, Suite 400                  1001 West Cutting Boulevard\n        San Rafael, CA 94901                        Richmond, CA 94801\n\n        Date   10\/2\/96                              Date   10\/1\/96\n               --------------------                        ---------------\n\n\n                                       17\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8532],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9583,9579],"class_list":["post-41951","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixar","corporate_contracts_industries-media__movies","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\/41951","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=41951"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41951"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41951"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41951"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}