LONG AS THE SUBLEASE IS IN FULL FORCE AND
EFFECT AND HAS NOT BEEN TERMINATED, TO THE EXTENT THAT THERE ARE INCONSISTENCIES
BETWEEN THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE TITAN LEASE AND THE
RIGHTS AND OBLIGATIONS UNDER THE LEASE, EXCLUDING THE EXCLUDED RIGHTS AND
OBLIGATIONS (AS HEREINAFTER DEFINED), SUCH INCONSISTENT RIGHTS AND OBLIGATIONS
UNDER THE LEASE SHALL BE DEEMED TO HAVE BEEN MODIFIED TO CONFORM TO THE
COMPARABLE RIGHTS AND OBLIGATIONS UNDER THE TITAN LEASE, WHICH SHALL GOVERN AND
CONTROL (THE LEASE, AS SO MODIFIED DURING THE TERM OF THE SUBLEASE, BEING
REFERRED TO HEREIN AS THE "MODIFIED WILSON LEASE").
THE "EXCLUDED RIGHTS AND
OBLIGATIONS" SHALL BE DEFINED AS RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
TERM, RENT, ANY FREE RENT CONCESSIONS OR ALLOWANCES, SECURITY DEPOSITS OR OTHER
SPECIFIC PAYMENT OBLIGATIONS AND ANY OTHER RIGHTS AND OBLIGATIONS THAT ARE
SPECIFIC TO THE TITAN LEASE OR THE LEASE, AS APPLICABLE, SUCH AS EXPANSION AND
RENEWAL OPTIONS, TENANT'S RIGHT TO SUBLEASE OR ASSIGN THE LEASE, AND RIGHTS AND
OBLIGATIONS WITH RESPECT TO "SECURE AREAS", TELECOMMUNICATIONS AND GENERATOR
EQUIPMENT.
EXAMPLES OF RIGHTS AND OBLIGATIONS THAT SHALL NOT BE DEEMED TO BE
EXCLUDED RIGHTS AND OBLIGATIONS INCLUDE THE RIGHTS AND RESPONSIBILITIES OF THE
PARTIES WITH REGARD TO THE PROVISION OF UTILITIES AND SERVICES, REPAIRS,
RESTORATION, INSURANCE, INDEMNITIES, USE, DEFINITION OF OPERATING EXPENSES,
ALTERATIONS, REMEDIES, RIGHTS UPON CASUALTY OR CONDEMNATION, SIGNAGE, PARKING,
ASSIGNMENT AND SUBLETTING BY SUBTENANT, SURRENDER, HAZARDOUS MATERIALS,
COMPLIANCE WITH LAWS, INSPECTION BY LANDLORD, RULES AND REGULATIONS, LATE
CHARGES, DEFAULT INTEREST AND RIGHTS OF SET-OFF.
IN NO EVENT SHALL THE TERM,
THE RENTAL OR ANY OF THE OTHER EXCLUDED RIGHTS AND OBLIGATIONS IN THE LEASE BE
DEEMED TO HAVE BEEN MODIFIED HEREBY TO CONFORM TO THE TITAN LEASE.
ANY RIGHTS
OR REMEDIES THAT SUBTENANT HAS UNDER THE SUBLEASE ARE DERIVED FROM THE MODIFIED
WILSON LEASE TO THE EXTENT SUCH RIGHTS AND REMEDIES ARE SET FORTH IN THE
SUBLEASE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE
SUBLEASE, SUBTENANT AGREES WITH LANDLORD TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THE MODIFIED WILSON LEASE DURING THE TERM OF THE SUBLEASE AS FULLY
AND COMPLETELY AS IF SUBTENANT WERE THE ORIGINAL TENANT UNDER THE MODIFIED
WILSON LEASE (PROVIDED THAT SUBTENANT SHALL NOT HAVE SPACE-SPECIFIC OBLIGATIONS
WITH RESPECT TO ANY PORTION OF THE SUBLEASED PREMISES BEFORE SUCH PORTION HAS
BEEN DELIVERED TO SUBTENANT); PROVIDED, HOWEVER, TENANT, AND NOT SUBTENANT,
SHALL BE OBLIGATED TO PAY TO LANDLORD THE BASE RENT, ADDITIONAL RENT ON ACCOUNT
OF INCREASES IN OPERATING EXPENSES AND THE SECURITY DEPOSIT SET FORTH IN THE
LEASE (AND SUBTENANT SHALL HAVE OBLIGATIONS AS TO THESE MATTERS ONLY AS SET
FORTH IN THE SUBLEASE).
NEITHER TENANT NOR SUBTENANT SHALL DO OR PERMIT
ANYTHING TO BE DONE IN CONNECTION WITH SUBTENANT'S OCCUPANCY OF THE SUBLEASED
PREMISES THAT IS INCONSISTENT WITH, OR VIOLATES, ANY OF THE TERMS OF THE
MODIFIED WILSON LEASE, EXCEPT TO THE EXTENT PERMITTED BY THIS CONSENT.
LANDLORD
SHALL BE BOUND SOLELY BY THE TERMS AND CONDITIONS OF