to Amended and Restated Office Lease (which shall amend this
Lease) in the form attached hereto as Exhibit H (the "First Amendment to Amended
and Restated Office Lease").
All of the terms and conditions of this Lease, as
amended by the terms of such First Amendment to Amended and Restated Office
Lease, shall be effective immediately upon the full execution and delivery of
such First Amendment to Amended and Restated Office Lease by and between
Landlord and Tenant (the "10445 Premises Effective Date").
F.
Upon the date set forth in Section 1.2
of the Summary (the "Effective Date"),
this Lease shall amend and restate the
Original Lease in its entirety and shall thereafter supersede the Original
Lease.
The provisions of the Original Lease shall remain in effect as to all
periods prior to the Effective Date.
A G R E E M E N T :
ARTICLE 1
PREMISES, BUILDING, PROJECT, AND COMMON AREAS
1.1
PREMISES, BUILDING, PROJECT AND COMMON
AREAS.
1.1.1
THE PREMISES.
LANDLORD HEREBY LEASES TO TENANT AND
TENANT HEREBY LEASES FROM LANDLORD THE PREMISES SET FORTH IN SECTION 2.2 OF THE
SUMMARY (THE "PREMISES").
THE OUTLINE OF THE PREMISES IS SET FORTH IN EXHIBIT A
ATTACHED HERETO AND COMPRISES ALL OF THE LEASABLE AREA WITH IN THE BUILDING.
THE PARTIES HERETO AGREE THAT THE LEASE OF THE PREMISES IS UPON AND SUBJECT TO
THE TERMS, COVENANTS AND CONDITIONS (THE "TCCS") HEREIN SET FORTH, AND TENANT
COVENANTS AS A MATERIAL PART OF THE CONSIDERATION FOR THIS LEASE TO KEEP AND
PERFORM EACH AND ALL OF SUCH TCCS BY IT TO BE KEPT AND PERFORMED AND THAT THIS
LEASE IS MADE UPON THE CONDITION OF SUCH PERFORMANCE.
THE PARTIES HERETO HEREBY
ACKNOWLEDGE THAT THE PURPOSE OF EXHIBIT A IS TO SHOW THE APPROXIMATE LOCATION OF
THE PREMISES IN THE "BUILDING," AS THAT TERM IS DEFINED IN SECTION 1.1.2, BELOW,
ONLY, AND SUCH EXHIBIT IS NOT MEANT TO CONSTITUTE AN AGREEMENT, REPRESENTATION
OR WARRANTY AS TO THE CONSTRUCTION OF THE PREMISES, THE PRECISE AREA THEREOF OR
THE SPECIFIC LOCATION OF THE "COMMON AREAS," AS THAT TERM IS DEFINED IN
SECTION 1.1.3, BELOW, OR THE ELEMENTS THEREOF OR OF THE ACCESSWAYS TO THE
PREMISES OR THE "PROJECT," AS THAT TERM IS DEFINED IN SECTION 1.1.2, BELOW.
LANDLORD AND TENANT ACKNOWLEDGE THAT TENANT HAS BEEN OCCUPYING THE ENTIRE
PREMISES PURSUANT TO THE ORIGINAL LEASE, AND THEREFORE EXCEPT AS SPECIFICALLY
SET FORTH IN THIS LEASE AND IN THE TENANT WORK LETTER ATTACHED HERETO AS
EXHIBIT B (THE "TENANT WORK
6
LETTER"), LANDLORD SHALL NOT BE OBLIGATED TO PROVIDE OR PAY FOR ANY IMPROVEMENT
WORK OR SERVICES RELATED TO THE IMPROVEMENT OF THE PREMISES AND TENANT SHALL
CONTINUE TO ACCEPT THE PREMISES IN ITS PRESENTLY EXISTING, "AS IS" CONDITION,
SUBJECT ONLY TO LANDLORD'S ONGOING OBLIGATIONS SET FORTH IN ARTICLE 7 OF THIS
LEASE, INCLUDING, WITHOUT LIMITATION, LANDLORD'S ONGOING OBLIGATION TO MAINTAIN
THE "BUILDING STRUCTURE," AS THAT TERM IS DEFINED IN, AND PURSUANT TO THE TCCS
OF, SECTION 7.1.
TENANT ALSO ACKNOWLEDGES THAT NEITHER