CODE AS IN
EFFECT IN THE STATE OF CALIFORNIA.
AT SUCH TIME AS LANDLORD, PURSUANT TO
SECTION 7.D. OF THE GOOGLE SUBLEASE, IS ENTITLED TO HAVE (TO THE EXCLUSION OF
TENANT) ALL OF THE RIGHTS OF TENANT UNDER THE GOOGLE SUBLEASE IN RESPECT OF THE
GOOGLE LETTER OF CREDIT AND CASH COLLATERAL ACCOUNT, LANDLORD SHALL HAVE THE
RIGHT TO HAVE "LENDER" (AS DEFINED IN THE LOAN AND SECURITY AGREEMENT, DATED AS
OF JULY 2, 2002, BETWEEN WXIII/AMPHITHEATRE REALTY, L.L.C. AND GERMAN AMERICAN
CAPITAL CORPORATION) DESIGNATED AS CO-BENEFICIARY OF SUCH RIGHTS.
1.20.
CONTRARY DIRECTIONS.
IN ANY INSTANCE HEREIN IN WHICH SUBTENANT AND
TENANT HAVE AGREED THAT SUBTENANT MAY MAKE REQUESTS OR GIVE NOTICES DIRECTLY TO
LANDLORD, IN THE EVENT LANDLORD RECEIVES CONTRARY DIRECTIONS FROM TENANT AND
SUBTENANT, AND LANDLORD IS IN GOOD FAITH UNCERTAIN WHICH OF SUCH DIRECTIONS
SHOULD GOVERN, LANDLORD SHALL HAVE THE RIGHT TO AWAIT JOINT INSTRUCTIONS FROM
TENANT AND SUBTENANT OR A FINAL ORDER FROM A COURT OF COMPETENT JURISDICTION (OR
AT LANDLORD'S ELECTION, THE RIGHT TO REQUEST SUCH AN ORDER), AND TENANT AND
SUBTENANT SHALL BE JOINTLY AND SEVERALLY LIABLE TO LANDLORD FOR ALL COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY LANDLORD IN
CONNECTION THEREWITH.
1.21.
COPIES OF AGREEMENTS; ETC.
EACH OF SUBTENANT AND TENANT AGREES TO
DELIVER TO LANDLORD A COPY OF THE LETTER AGREEMENT REFERRED TO IN SECTION 2.B.
OF THE GOOGLE SUBLEASE; THE RELEASES REFERRED TO IN SECTION 6.D OF THE SUBLEASE;
AND THE PUNCHLIST REFERRED TO IN SECTION 19.E OF THE GOOGLE SUBLEASE. THE
DELIVERY OF THE FOREGOING TO LANDLORD IS FOR INFORMATIONAL PURPOSES ONLY AND,
EXCEPT AS MAY
16
RESULT UNDER THE NONDISTURBANCE AGREEMENT IF THE GOOGLE SUBLEASE BECOMES A
DIRECT LEASE BETWEEN LANDLORD AND SUBTENANT, SHALL IN NO WAY CREATE ANY
OBLIGATION OR DUTY ON THE PART OF LANDLORD.
1.22.
TENANT'S OBLIGATIONS TO LANDLORD IN RESPECT OF THE GOOGLE SUBLEASE.
TENANT AGREES FOR THE BENEFIT OF LANDLORD TO PERFORM AND OBSERVE ITS
OBLIGATIONS AND DUTIES OWED TO SUBTENANT UNDER THE GOOGLE SUBLEASE, AND TENANT
AGREES THAT IT SHALL NOT AMEND OR WAIVE ANY MATERIAL PROVISION OF, OR TERMINATE
OR ACCEPT THE SURRENDER OF, THE GOOGLE SUBLEASE WITHOUT THE PRIOR WRITTEN
CONSENT OF LANDLORD.
FURTHER, TENANT AGREES THAT (I) ITS OBLIGATIONS TO
LANDLORD PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE SHALL BE DEEMED, FOR
PURPOSES OF SECTION 16.1 AND THE OTHER APPLICABLE PROVISIONS OF THE LEASE, TO BE
AN OBLIGATION OWED BY TENANT TO LANDLORD UNDER THE LEASE, (II) ANY DEFAULT IN
SUCH OBLIGATIONS SHALL CONSTITUTE A DEFAULT UNDER THE LEASE AND (III) ANY SUCH
DEFAULT, AFTER APPLICABLE NOTICE AND CURE PERIODS PROVIDED FOR IN
SECTION 16.1(C) OF THE LEASE, SHALL BE AN "EVENT OF DEFAULT" (AS DEFINED IN THE
LEASE).
1.23.
TENANT'S OBLIGATION TO LANDLORD IN RESPECT OF THE LETTER OF
CREDIT.
TENANT AGREES AND ACKNOWLEDGES THAT IF ITS LETTER OF CREDIT (AS
CONTEMPLATED BY SECTION 4.7 OF THE LEASE) EXPIRES AT ANY TIME WITHOUT THE
PROCEEDS BEING DRAWN DOWN AND DEPOSITED IN THE CASH COLLATERAL ACCOUNT (AS SUCH