RELEVANT TERMS AND CONDITIONS OF THE LEASE FOR THE EFFECTIVE SURRENDER
THEREOF, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL CONDITION.
THE ENTRY
OF LANDLORD INTO ANY DIRECT AGREEMENT SHALL BE IN LANDLORD'S SOLE AND ABSOLUTE
DISCRETION.
E.
TENANT'S OPTION UNDER SECTION 45 OF THE LEASE TO EXTEND THE TERM OF THE
LEASE FOR AN ADDITIONAL PERIOD OF FIVE (5) YEARS SHALL TERMINATE AND BE OF NO
FURTHER FORCE OR EFFECT.
3.
REPRESENTATIONS AND WARRANTIES.
A.
AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO THIS AMENDMENT, TENANT
REPRESENTS AND WARRANTS TO LANDLORD THAT, AS OF THE DATE OF DATE HEREOF:
(1)
THE LEASE IS IN FULL FORCE AND EFFECT. THERE ARE NO DEFAULTS BY TENANT
UNDER THE LEASE, AND NO CIRCUMSTANCE HAS OCCURRED WHICH, BUT FOR THE EXPIRATION
OF AN APPLICABLE GRACE PERIOD, WOULD CONSTITUTE AN EVENT OF DEFAULT BY TENANT
UNDER THE LEASE.
TO TENANT'S KNOWLEDGE, THERE ARE NO DEFAULTS BY LANDLORD UNDER
THE LEASE, AND NO CIRCUMSTANCE HAS OCCURRED WHICH, BUT FOR THE EXPIRATION OF AN
APPLICABLE GRACE PERIOD, WOULD CONSTITUTE AN EVENT OF DEFAULT BY LANDLORD UNDER
THE LEASE.
TO TENANT'S KNOWLEDGE, TENANT HAS NO DEFENSES OR RIGHTS OF OFFSET
UNDER THE LEASE.
(2)
TENANT IS THE SOLE LAWFUL TENANT UNDER THE EXISTING LEASE, AND TENANT HAS
NOT SUBLET, ASSIGNED, CONVEYED, ENCUMBERED OR OTHERWISE TRANSFERRED ANY OF THE
RIGHT, TITLE OR INTEREST OF TENANT UNDER THE LEASE OR IN THE DEMISED PREMISES,
OTHER THAN THE SUBLEASES WITH SUBTENANTS WHOSE SUBLEASE RIGHTS AND INTERESTS
HAVE BEEN EXPRESSLY CONSENTED TO IN WRITING BY LANDLORD.
(3)
TENANT IS A DULY FORMED AND EXISTING ENTITY QUALIFIED TO DO BUSINESS IN
THE STATE OF CALIFORNIA.
TENANT HAS FULL RIGHT AND AUTHORITY TO EXECUTE AND
DELIVER THIS AMENDMENT AND EACH PERSON SIGNING ON BEHALF OF TENANT IS AUTHORIZED
TO DO SO AND NO CONSENT OF ANY PARTY IS REQUIRED ON BEHALF OF TENANT FOR THIS
AMENDMENT TO BE IN FULL FORCE AND EFFECT.
4.
MISCELLANEOUS.
A.
THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN EXECUTED AND DELIVERED WITHIN
THE SATE OF CALIFORNIA, AND THE RIGHTS AND THE OBLIGATIONS OF THE PARTIES HERETO
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF
THE STATE OF CALIFORNIA.
B.
THIS AMENDMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE PORTIONS OF THE LEASE AMENDED HEREBY AND SUPERSEDES ALL OTHER PRIOR AND
CONTEMPORANEOUS ORAL AND WRITTEN AGREEMENTS AND ANY DISCUSSIONS BETWEEN THE
PARTIES HERETO RELATING TO THE MATTERS EXPRESSLY SET FORTH HEREIN.
THE LEASE AS
AMENDED BY THIS AMENDMENT MAY BE FURTHER AMENDED ONLY BY AN AGREEMENT IN
WRITING, SIGNED BY LANDLORD AND TENANT.
3
C.
THIS AMENDMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
PARTIES HERETO, THEIR RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, OFFICERS,
DIRECTORS, DIVISIONS, SUBSIDIARIES, AFFILIATES, ASSIGNS, HEIRS, SUCCESSORS IN
INTEREST AND SHAREHOLDERS.
D.
EACH PARTY HAS COOPERATED IN THE DRAFTING AND PREPARATION OF THIS
AMENDMENT.
HENCE, IN ANY CONSTRUCTION TO MADE OF THIS AMENDMENT, THE SAME SHALL
NOT BE CONSTRUED AGAINST EITHER PARTY HERETO.