ABATEMENT TO WHICH TENANT IS ENTITLED UNDER THE MODIFIED WILSON LEASE).
TENANT REMAINS RESPONSIBLE FOR THE PAYMENT TO LANDLORD OF ADDITIONAL RENT ON
ACCOUNT OF INCREASES IN OPERATING EXPENSES OVER A 2002 BASE YEAR
(NOTWITHSTANDING THE 2003 BASE YEAR THAT IS APPLICABLE TO SUBTENANT UNDER THE
SUBLEASE), REGARDLESS OF SUBTENANT'S PERFORMANCE; PROVIDED THAT, SUCH ADDITIONAL
RENT SHALL BE CALCULATED IN ACCORDANCE WITH THE DEFINITION OF OPERATING EXPENSES
AS SET FORTH IN ARTICLE IV OF THE MODIFIED WILSON LEASE;AND PROVIDED FURTHER
THAT, SO LONG AS THE SUBLEASE HAS NOT BEEN TERMINATED, LANDLORD AGREES TO ABATE
A PORTION OF THE ADDITIONAL RENT THAT WOULD OTHERWISE BE PAYABLE BY TENANT FOR
THE PERIOD JANUARY 1, 2004 THROUGH JUNE 30, 2004, EQUAL TO THE PORTION THEREOF
THAT IS ATTRIBUTABLE TO INCREASES IN OPERATING EXPENSES FROM 2003 TO 2004.
IN
OTHER WORDS, TENANT SHALL CONTINUE, DURING THE ABATEMENT PERIOD, TO PAY ITS PRO
RATA SHARE OF INCREASES IN OPERATING EXPENSES OVER THE 2002 BASE YEAR OPERATING
EXPENSES, BUT SHALL ONLY PAY FOR INCREASES AS IF OPERATING EXPENSES DURING SUCH
ABATEMENT PERIOD WERE EQUAL TO ACTUAL OPERATING EXPENSES INCURRED IN 2003.
FOLLOWING THE ABATEMENT PERIOD, TENANT SHALL RESUME PAYING ADDITIONAL RENT AS
ORIGINALLY SET FORTH IN THE LEASE.
AS FURTHER PROVIDED IN SECTION 7 HEREOF, TO THE EXTENT THE SUBLEASE OBLIGATES
TENANT, IN ITS ROLE AS "LANDLORD" UNDER THE SUBLEASE, TO PERFORM OBLIGATIONS OR
TO CAUSE LANDLORD TO PERFORM OBLIGATIONS (E.G., MAINTENANCE, REPAIR, COMPLIANCE
WITH LAW) OR PROVIDE SERVICES (E.G., JANITORIAL, ELECTRICITY, HVAC, OTHER
UTILITIES, SECURITY, PARKING) OR RIGHTS (E.G., AUDIT) TO SUBTENANT, THEN,
PROVIDED THE SAME ARE NOT INCONSISTENT WITH LANDLORD'S RIGHTS AND OBLIGATIONS
UNDER THE MODIFIED WILSON LEASE (I) LANDLORD SHALL BE RESPONSIBLE TO DO SO FOR
THE BENEFIT OF TENANT AND SUBTENANT SO LONG AS TENANT DOES NOT INTERFERE WITH
LANDLORD'S ABILITY TO DO SO, AND TENANT HEREBY COVENANTS NOT TO INTERFERE; AND
(II) TENANT'S OBLIGATION WITH RESPECT TO PERFORMING SUCH OBLIGATIONS OR
PROVIDING SUCH SERVICES OR RIGHTS SHALL BE LIMITED TO TAKING SUCH ACTION AS IS
REASONABLY REQUESTED BY SUBTENANT TO COMPEL LANDLORD'S PERFORMANCE OR RECOVER
DAMAGES FOR NON-PERFORMANCE, THE REASONABLE COST OF WHICH ENFORCEMENT INCURRED
BY TENANT SHALL BE PAID BY SUBTENANT TO THE EXTENT NOT RECOVERED FROM LANDLORD,
AND TENANT SHALL NOT BE LIABLE FOR LANDLORD'S NONPERFORMANCE.
LANDLORD WILL ACCEPT PERFORMANCE BY SUBTENANT OF TENANT'S OBLIGATIONS UNDER THE
MODIFIED WILSON LEASE AS FULL PERFORMANCE BY TENANT OF ITS OBLIGATIONS UNDER THE
MODIFIED WILSON LEASE.
AN EVENT OF DEFAULT OF TENANT MAY ONLY EXIST UNDER THE
LEASE IF AN EVENT OCCURS WHICH WOULD BECOME AN EVENT OF DEFAULT UNDER THE
MODIFIED WILSON LEASE WITH APPROPRIATE NOTICE TO TENANT AND SUBTENANT, THE
PASSAGE OF TIME, OR BOTH (SUBJECT TO THE PROVISIONS OF SECTION 8 HEREOF).
THIS
SECTION 3(D) SHALL NOT APPLY TO AN EVENT OF BANKRUPTCY OF SUBTENANT (WHICH IS
NOT A DEFAULT UNDER THE LEASE BUT IS A DEFAULT UNDER THE SUBLEASE) OR ANY OF THE
FOLLOWING, WHICH SHALL BE GOVERNED ONLY BY THE LEASE:
(I) TENANT'S OBLIGATION
TO PAY BASE