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Title:

Lease

Entities:

Genesis Microchip Inc.

Date:

2006

Size:

180KB total

Price:

$54

ID:

#2521388

► Leasing ► Lease Agreements
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LEASE

DATED AUGUST 28, 2006

BY AND BETWEEN

Transamerica Occidental Life Insurance Company, an Iowa corporation

as Landlord

and

Genesis Microchip, Inc., a Delaware corporation

as Tenant

AFFECTING PREMISES COMMONLY KNOWN AS

2525 Augustine Drive, Santa Clara, California

[NET LEASE]

LEASE

TABLE OF CONTENTS


			PAGE:
ARTICLE 1 - DEFINITIONS

	1.1	General	1
	1.2	Additional Rent	1
	1.3	Address for Notices	1
	1.4	Agents	1
	1.5	Agreed Interest Rate	1
	1.6	Base Monthly Rate	1
	1.7	Building	1
	1.8	Commencement Date	1
	1.9	Common Area	1
	1.10	Common Operating Expense	1
	1.11	Consumer Price Index	1
	1.12	Effective Date	1
	1.13	Event of Tenants Default	1
	1.14	Hazardous Materials	1
	1.15	Insured and Uninsured Peril	1
	1.16	Law	1
	1.17	Lease	1
	1.18	Lease Term	1
	1.19	Lender	1
	1.20	Permitted Use	1
	1.21	Premises	1
	1.22	Project	2
	1.23	Private Restrictions	2
	1.24	Real Property Taxes	2
	1.25	Scheduled Commencement Date	2
	1.26	Security Instrument	2
	1.27	Summary	2
	1.28	Tenants Alterations	2
	1.29	Tenants Share	2
	1.30	Trade Fixtures	2

ARTICLE 2 - DEMISE, CONSTRUCTION, AND ACCEPTANCE			2

	2.1	Demise of Premises	2
	2.2	Commencement Date	2
	2.3	Construction of Improvements	2
	2.4	Delivery and Acceptance of Possession	2
	2.5	Early Occupancy	2

ARTICLE 3 - RENT			2

	3.1	Base Monthly Rent	2
	3.2	Additional Rent	3
	3.3	Payment of Rent	3
	3.4	Late Charge and Interest on Rent in Default	3
	3.5	Security Deposit	3

ARTICLE 4 - USE OF PREMISES			4

	4.1	Limitation on Use	4
	4.2	Compliance with Regulations	4
	4.3	Outside Areas	4
	4.4	Signs	4
	4.5	Parking	4
	4.6	Rules and Regulations	5

LEASE

TABLE OF CONTENTS

(continued)


			PAGE:
ARTICLE 5 - TRADE FIXTURES AND ALTERATIONS			5

	5.1	Trade Fixtures	5
	5.2	Tenants Alterations	5
	5.3	Alterations Required by Law	6
	5.4	Amortization of Certain Capital Improvements	6
	5.5	Mechanics Liens	6
	5.6	Taxes on Tenants Property	6

ARTICLE 6 - REPAIR AND MAINTENANCE			7

	6.1	Tenants Obligation to Maintain	7
	6.2	Landlords Obligation to Maintain	7
	6.3	Control of Common Area	7

ARTICLE 7 - WASTE DISPOSAL AND UTILITIES			8

	7.1	Waste Disposal	8
	7.2	Hazardous Materials	8
	7.3	Utilities	9
	7.4	Compliance with Governmental Regulations	9

ARTICLE 8 - COMMON OPERATING EXPENSES			9

	8.1	Tenants Obligation to Reimburse	9
	8.2	Common Operating Expenses Defined	10
	8.3	Real Property Taxes Defined	10
	8.4	Audit Right	11

ARTICLE 9 - INSURANCE			11

	9.1	Tenants Insurance	11
	9.2	Landlords Insurance	12
	9.3	Tenants Obligation to Reimburse	12
	9.4	Release and Waiver of Subrogation	12

ARTICLE 10 - LIMITATION ON LANDLORDS LIABILITY AND INDEMNITY			12

	10.1	Limitation on Landlords Liability	12
	10.2	Limitation on Tenants Recourse	13
	10.3	Indemnification of Landlord	13

ARTICLE 11 - DAMAGE TO PREMISES			13

	11.1	Landlords Duty to Restore	13
	11.2	Landlords Right to Terminate	13
	11.3	Tenants Right to Terminate	14
	11.4	Abatement of Rent	14

ARTICLE 12 - CONDEMNATION			14

	12.1	Landlords Termination Right	14
	12.2	Tenants Termination Right	14
	12.3	Restoration and Abatement of Rent	14
	12.4	Temporary Taking	14
	12.5	Division of Condemnation Award	14

LEASE

TABLE OF CONTENTS

(continued)


			Page:
ARTICLE 13 - DEFAULT AND REMEDIES			15

	13.1	Events of Tenants Default	15
	13.2	Landlords Remedies	15
	13.3	Waiver	16
	13.4	Limitation on Exercise of Rights	16
	13.5	Waiver by Tenant of Certain Remedies	16

ARTICLE 14 - ASSIGNMENT AND SUBLETTING			17

	14.1	Transfer by Tenant	17
	14.2	Transfer by Landlord	18

ARTICLE 15 - GENERAL PROVISIONS			18

	15.1	Landlords Right to Enter	18
	15.2	Surrender of the Premises	19
	15.3	Holding Over	19
	15.4	Subordination	19
	15.5	Mortgagee Protection and Attornment	19
	15.6	Estoppel Certificates and Financial Statements	19
	15.7	Reasonable Consent	20
	15.8	Notices	20
	15.9	Attorneys Fees	20
	15.10	Corporate Authority	20
	15.11	Miscellaneous	20
	15.12	Termination by Exercise of Right	20
	15.13	Brokerage Commissions	21
	15.14	Force Majeure	21
	15.15	Entire Agreement	21
	15.16	Landlords Agent	21

EXHIBITS

	Exhibit A - Site Plan of the Project

	Exhibit B - Acceptance Agreement

	Exhibit C - Sign Criteria

	Exhibit D - Hazardous Materials Acknowledgement and Questionnaire

iii

SUMMARY OF BASIC LEASE TERMS


SECTION (LEASE REFERENCE)	TERMS
A. (Introduction)	Lease Reference Date:	August 28, 2006

B. (Introduction)	Landlord:	Transamerica Occidental Life Insurance Company, an Iowa corporation

C. (Introduction)	Tenant:	Genesis Microchip Inc., a Delaware corporation, also known in California as Genesis Microchip (Delaware), Inc.

D. (1.21)	Premises:	That area consisting of 91,008 square feet of gross leasable area, the address of which is 2525 Augustine Drive, Santa Clara, California. The real property on which this Building is erected is referred to herein as the Building Property.

E. ( 1.22)	Project:	The land and improvements shown on Exhibit A consisting of three buildings, the aggregate gross leasable area of which is 187,994 square feet.

F. ( 1.7)	Building:	The building in which the Premises are located containing 91,008 square feet of gross leasable area. The Building Property shall mean the legal parcel on which the Building is located.

G.	Tenants Share:	Building:	One Hundred Percent (100%)

( 1.29 & 8.1)		Project:	Forty eight and 41/100s Percent (48.41%)

H. ( 4.5)	Tenants Allocated Parking Stalls:		Three Hundred Eighteen (318) stalls.

I. ( 1.25)	Scheduled Commencement Date:		January 1, 2007 (subject to early occupancy as set forth in the Rider and subject to adjustment as otherwise provided in the Lease).

J. ( 1.18)	Lease Term:		Sixty (60) calendar months (plus the partial month following the Commencement Date if such date is not the first day of a month); see also Paragraph 1 of the Rider attached hereto for an option to extend the Lease Term.
K. (1.6, 3.1, & 3.3)	Base Monthly Rent:


Period	Monthly	P.S.F.
1/1/07 - 12/31/07	$ 86,457.60	$ 0.95
1/1/08 - 12/31/08	$ 91,008.00	$ 1.00
1/1/09 - 12/31/09	$ 95,558.40	$ 1.05
1/1/10 - 12/31/10	$ 100,108.80	$ 1.10
1/1/11 - 12/31/11	$ 104,659.20	$ 1.15

( 3.3)

Prepaid Rent:

Eighty Six Thousand Four Hundred Fifty Seven and 60/100s ($86,457.60) payable upon execution of this Lease.

( 3.5)

Security Deposit:

One Hundred Four Thousand Six Hundred Fifty Nine and 20/100s Dollars ($104,659.20) to be deposited with Landlord on execution of this Lease

( 1.20, & 4.1)

Permitted Use:

General office, research and development, sales and operations, ( and other related and legal uses.

( 5.2)

Permitted Tenants Alterations Limit:

$50,000.00

LEASE


P. ( 9.1)	Tenants Liability Insurance Minimum:	[$5,000,000.00

Q. ( 1.3, 3.3, & 15.8)	Landlords Address:	AEGON USA Realty Advisors, Inc. Attn: General Counsel 4333 Edgewood Road NE Cedar Rapids, IA 52499 With a Copy to: Orchard Commercial, Inc. Attn: Katy Jessup 2262 North First Street San Jose, CA 95131

R. ( 1.3 & 15.8)	Tenants Address:	Genesis Microchip Inc. Prior to Lease Commencement: 2150 Gold Street Alviso, CA 95002 After Lease Commencement: 2525 Augustine Drive Santa Clara, CA 95054-3003

S. ( 15.13)	Retained Real Estate Brokers:	CPS Corfac International 475 El Camino Real, Suite 100 Santa Clara, CA 95050

T. ( 1.17)	Lease:	This Lease includes the summary of the Basic Lease Terms, the Lease, the Rider, and the following exhibits: Exhibit A (Site Plan of the Project, Exhibit B (Acceptance Agreement), Exhibit C (Sign Criteria), Exhibit D (Hazardous Materials Acknowledgement and Questionnaire).

The foregoing Summary is hereby incorporated into and made part of this Lease. Each reference in this Lease to any term defined in the Summary shall mean the respective information set forth above shall be deemed incorporated by that reference. In the event of any conflict between the Summary and the Lease, the Summary shall control.

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