TERM IS DEFINED IN THE LEASE), TENANT SHALL BE OBLIGATED TO DELIVER A NEW LETTER
OF CREDIT TO LANDLORD COMPLYING WITH THE TERMS OF SECTION 4.7 OF THE LEASE.
1.24.
NDA FROM GROUND LESSOR.
ALL COSTS INCURRED IN CONNECTION WITH
OBTAINING A NONDISTURBANCE AND ATTORNMENT AGREEMENT FROM GROUND LESSOR ON BEHALF
OF EACH OF TENANT AND SUBTENANT SHALL BE SPLIT EQUALLY AMONG LANDLORD, TENANT
AND SUBTENANT (I.E., EACH SHALL BEAR ONE-THIRD (1/3) OF THE TOTAL COSTS).
1.25.
GLOSSARY.
THE FOLLOWING NEW DEFINITIONS ARE ADDED TO THE GLOSSARY:
"GOOGLE SUBLEASE" SHALL MEAN THAT CERTAIN SUBLEASE AGREEMENT DATED AS OF JULY 9,
2003, BETWEEN TENANT AND GOOGLE TECHNOLOGY INC., A CALIFORNIA CORPORATION, AS
SUBTENANT ("SUBTENANT")."
"Second Amendment" shall mean that certain Second Amendment to Commercial Lease
(Amphitheatre), made as of the 9th day of July, 2003 by Landlord, Subtenant and
Tenant."
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ARTICLE II.
MISCELLANEOUS
2.1.
TERMINATION; SURVIVAL.
THE FOLLOWING PROVISION(S) OF THIS
AMENDMENT SHALL TERMINATE AND NOT SURVIVE THE EXPIRATION OR TERMINATION OF THE
GOOGLE SUBLEASE, WHETHER SUCH TERMINATION IS THE RESULT OF A DEFAULT ON THE PART
OF SUBTENANT OR OTHERWISE: SECTION 1.18; AND THE REMAINING SECTIONS OF THIS
AGREEMENT, TO THE EXTENT APPLICABLE BY THEIR TERMS, SHALL SURVIVE EXPIRY OR
TERMINATION OF THE GOOGLE SUBLEASE.
2.2.
EFFECT OF AMENDMENT.
EXCEPT AS MODIFIED HEREBY, THE TERMS AND
PROVISIONS OF THE LEASE ARE HEREBY RATIFIED AND SHALL REMAIN UNCHANGED AND IN
FULL FORCE AND EFFECT.
2.3.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
2.4.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITH RESPECT TO CONTRACTS
EXECUTED AND DELIVERED, AND TO BE PERFORMED WHOLLY, WITHIN THE STATE OF
CALIFORNIA.
2.5.
MODIFICATIONS.
NEITHER THIS AMENDMENT NOR ANY TERM OR PROVISIONS
HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED ORALLY, AND NO BREACH
THEREOF SHALL BE WAIVED, ALTERED OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT
SIGNED BY THE PARTIES HERETO.
2.6.
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE UNDERSIGNED AND THEIR LEGAL REPRESENTATIVES,
TRANSFEREES, SUCCESSORS AND ASSIGNS.
2.7.
BROKERS. EACH PARTY HEREBY ACKNOWLEDGES AND AGREES FOR THE BENEFIT
OF EACH OTHER PARTY THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE BY SUCH
PARTY IN THE GOOGLE SUBLEASE AND THE LANDLORD-SUBTENANT AGREEMENT (AS
APPLICABLE) IN RESPECT OF ANY BROKERS, FINDERS OR SIMILAR PARTIES RELATING TO
THE TRANSACTIONS CONTEMPLATED IN THE GOOGLE SUBLEASE, THE LANDLORD-SUBTENANT
AGREEMENT AND THE OTHER AGREEMENTS BEING EXECUTED CONCURRENTLY HEREWITH AND
AGREES TO INDEMNIFY EACH OTHER PARTY FOR ANY MISREPRESENTATION OR BREACH OF
WARRANTY OR AGREEMENT ON THE PART OF SUCH PARTY.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date and year first above written.
WXIII/AMPHITHEATRE REALTY, L.L.C.,
a Delaware limited liability company
By:
Whitehall Parallel Real Estate Limited
Partnership XIII, its managing member
By:
WH Parallel Advisors, L.L.C.