OR RESTORE THE PREMISES TO
THEIR CONDITION PRIOR TO THE MAKING OF SAID INITIAL ALTERATIONS AT THE
EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE , EXCEPT IN THE EVENT OF A
TERMINATION OF THIS SUBLEASE CAUSED BY THE SUBTENANT.
14.
CERTAIN OVERLEASE PROVISIONS NOT INCORPORATED.
THE FOLLOWING
PROVISIONS OF THE OVERLEASE ARE EXPRESSLY NOT INCORPORATED INTO THIS SUBLEASE:
SECTIONS 2.2, 2.4, 3, 4, 5, 6, 8, 10, AND 11 OF THE SUMMARY OF BASIC LEASE
INFORMATION; SECTION 1.1, THE FIRST AND SECOND SENTENCES OF SECTION 1.4,
ARTICLE 2, ARTICLE 3, SECTIONS 4.1, 4.2.1, , 4.2.6, 4.7, 5.5, 10.6, 21.3,
ARTICLE 22, SECTIONS 29.14 AND 29.16, 29.22, 29.31, ARTICLE 30, ARTICLE 31,
EXHIBIT A, EXHIBIT C, EXHIBIT G, AND EXHIBIT H OF THE LEASE; ALL OF THE
PROVISIONS OF THE FIRST AMENDMENT EXCEPT FOR SECTIONS 3 AND 6; AND ALL OF THE
PROVISIONS OF THE SECOND AMENDMENT, EXCEPT FOR SECTIONS 2(A), 9, AND 11, AND
EXHIBIT A-1.
WITH RESPECT TO ARTICLE 27 AND SECTIONS 29.28 AND 29.32 OF THE
OVERLEASE AND SECTION 3(C) OF THE FIRST AMENDMENT, SUBTENANT ACKNOWLEDGES THAT
OVERLANDLORD RETAINS THE RIGHTS STATED THEREIN AS LANDLORD, BUT FOR PURPOSES OF
THIS SUBLEASE, SUBLANDLORD EXPRESSLY WAIVES ANY SUCH RIGHTS AS LANDLORD
THEREUNDER AS BETWEEN SUBLANDLORD AND SUBTENANT.
SUBTENANT ACKNOWLEDGES THAT IT
HAS RECEIVED A TRUE AND COMPLETE COPY OF THE OVERLEASE, THAT IT HAS REVIEWED THE
OVERLEASE, AND THAT IT IS FAMILIAR WITH THE CONTENTS THEREOF.
IN THE EVENT THAT
THIS SUBLEASE CONTAINS PROVISIONS THAT MODIFY, AMEND, OR CONFLICT WITH THE TERMS
OF THE OVERLEASE, THE TERMS OF THIS SUBLEASE SHALL CONTROL. SUBLANDLORD AND
SUBTENANT ACKNOWLEDGE AND AGREE THAT WITH REGARD TO HAZARDOUS MATERIALS,
SECTION 35 OF THIS SUBLEASE SHALL CONTROL OVER SUBTENANT'S USE AND OCCUPANCY OF
THE PREMISES AND SECTION 29 OF THE OVERLEASE SHALL CONTROL OVER SUBLANDLORD'S
USE, OCCUPANCY AND EXISTING OBLIGATIONS AS TO THE PREMISES, AS APPLICABLE.
15.
ASSIGNING AND SUBLETTING.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN ARTICLE 14 OF THE OVERLEASE AS INCORPORATED HEREIN BY REFERENCE,
SUBTENANT COVENANTS AND AGREES THAT NEITHER THIS SUBLEASE NOR THE TERM HEREOF
AND LEASEHOLD HEREBY GRANTED, NOR ANY INTEREST HEREIN OR THEREIN, WILL BE
ASSIGNED, MORTGAGED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED, VOLUNTARILY,
BY OPERATION OF LAW OR OTHERWISE, AND THAT NEITHER THE PREMISES, NOR ANY PART
THEREOF WILL BE
ENCUMBERED IN ANY MANNER BY REASON OF ANY ACT OR OMISSION ON THE PART OF
SUBTENANT, OR USED OR OCCUPIED, OR PERMITTED TO BE USED OR OCCUPIED, OR UTILIZED
FOR DESK SPACE OR FOR MAILING PRIVILEGES, BY ANYONE OTHER THAN SUBTENANT (OR
SUBLANDLORD AS PROVIDED IN SECTION 29 HEREOF), OR FOR ANY USE OR PURPOSES OTHER
THAN AS PERMITTED HEREUNDER, OR BE SUBLET OR OFFERED OR ADVERTISED FOR
SUBLETTING WITHOUT THE PRIOR WRITTEN CONSENT OF SUBLANDLORD AND OVERLANDLORD, IN
EACH INSTANCE, WHICH CONSENT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE
OVERLEASE; PROVIDED, HOWEVER, THAT THE CONSENT OF SUBLANDLORD SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
16.
NOTICE.
ANY AND ALL COMMUNICATIONS DELIVERED HEREUNDER SHALL BE
IN WRITING