RENT, ADDITIONAL RENT ON ACCOUNT OF OPERATING EXPENSES, THE SECURITY
DEPOSIT AND ANY OTHER EXCLUDED RIGHTS AND OBLIGATIONS OF TENANT UNDER THE LEASE;
(II) ANY OBLIGATION UNDER THE LEASE THAT ONLY TENANT CAN PERFORM AND FOR WHICH
THERE IS NOT A CORRESPONDING OR SUBSTANTIALLY SIMILAR OBLIGATION OF SUBTENANT
UNDER THE SUBLEASE THAT PROVIDES SUBSTANTIALLY THE SAME BENEFIT TO LANDLORD; AND
(III) AN EVENT OF BANKRUPTCY OF TENANT (WHICH IS A DEFAULT UNDER THE LEASE).
IF SUBTENANT DOES NOT PERFORM ANY OF THE OBLIGATIONS OF TENANT UNDER THE
MODIFIED WILSON LEASE, TENANT SHALL NEVERTHELESS HAVE THE CONTINUING OBLIGATION
TO DO SO, AND PERFORMANCE BY TENANT SHALL BE ACCEPTED BY LANDLORD AS IF
SUBTENANT HAD PERFORMED SUCH OBLIGATIONS (SUBJECT TO THE NOTICE AND CURE RIGHTS
SET FORTH IN THE MODIFIED WILSON LEASE, AS MODIFIED HEREBY).
THE PARTIES ACKNOWLEDGE THAT PURSUANT TO THE TITAN LEASE, TITAN HAS THE RIGHT TO
ADD THE SUBLEASED PREMISES TO THE PREMISES LEASED PURSUANT TO THE TITAN LEASE AS
OF THE EXPIRATION OF THE TERM OF THE SUBLEASE, AND THAT PURSUANT TO THE 4TH
AMENDMENT, TENANT HAS SUBORDINATED ITS RIGHT TO RENEW THE TERM OF THE LEASE TO
SUCH RIGHTS GRANTED TO TITAN.
IF TITAN FAILS TO EXERCISE SUCH RIGHT AND FAILS
TO TIMELY VACATE THE SUBLEASED PREMISES AT THE EXPIRATION OF THE TERM OF THE
SUBLEASE, THEN (I) TITAN SHALL BE DEEMED TO BE A HOLDOVER TENANT WITH RESPECT TO
THE SUBLEASED PREMISES, (II) LANDLORD SHALL HAVE ALL OF THE SAME RIGHTS ON
ACCOUNT THEREOF THAT ARE RESERVED TO LANDLORD IN THE EVENT OF TITAN'S HOLDING
OVER WITH RESPECT TO THE DIRECT LEASE PREMISES, AS SET FORTH IN THE TITAN LEASE,
AND (III) TENANT WILL NOT BE DEEMED TO BE HOLDING OVER AND SHALL HAVE NO
LIABILITY TO LANDLORD ON ACCOUNT OF ANY SUCH HOLDING OVER BY TITAN.
NO FURTHER TRANSFER.
THIS CONSENT SHALL NOT BE DEEMED TO BE AN AUTHORIZATION
FOR OR CONSENT TO ANY FURTHER OR OTHER ASSIGNMENT OR SUBLETTING OF ALL OR ANY
PART OF THE SUBLEASED PREMISES.
WITH RESPECT TO ANY ASSIGNMENT OR SUBLETTING BY
TENANT, THE RIGHTS AND OBLIGATIONS OF TENANT AND LANDLORD SHALL BE DETERMINED BY
THE LEASE, AS MODIFIED BY THIS CONSENT.
WITH RESPECT TO ANY ASSIGNMENT OR
SUBLETTING BY SUBTENANT (OR ANYONE ENTITLED TO CLAIM LEASE RIGHTS THROUGH
SUBTENANT), THE RIGHTS AND OBLIGATIONS OF LANDLORD, TENANT AND SUBTENANT SHALL
BE DETERMINED BY THE SUBLEASE, THE MODIFIED WILSON LEASE AND THIS CONSENT.
SUBTENANT AGREES THAT IT WILL NOT ASSIGN OR ENCUMBER, OR PERMIT TO BE
ENCUMBERED, ITS RIGHTS OR INTERESTS UNDER THE SUBLEASE, NOR SUBLET THE WHOLE OR
ANY PART OF THE SUBLEASED PREMISES, WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD, WHICH CONSENT SHALL BE GRANTED OR WITHHELD ONLY IN ACCORDANCE WITH THE
PROCEDURES AND STANDARDS FOR APPROVING SUBLEASES AND ASSIGNMENTS, AND SUBJECT TO
LANDLORD'S RECAPTURE AND PROFIT SHARING RIGHTS, AS SET FORTH IN THE MODIFIED
WILSON LEASE; PROVIDED THAT, THE SUBLEASED PREMISES AND THE DIRECT LEASE
PREMISES SHALL BE AGGREGATED FOR PURPOSES OF DETERMINING WHETHER THE 50%
THRESHOLD RELEVANT