and
third sentences of Article 12(G) [Condition of Premises], Article 16(C)
[Recapture], Articles 23(e) and (h) [Security Deposit], 24 [Brokerage
Commission], 28(A), (B), (C), (E), (G) and (H) [Additional Rights Reserved By
Landlord], 30(C) [Notices], 30(J) [Limitation of Liability], 30(K) [Memorandum
of Lease], 30(Z) [Dispute Resolution], 31 [Right of First Refusal], 32 [Right of
First Option], 33 [Termination Option], 34 [Generator], Attachment No. 1 to
Exhibit B, Exhibit C and attachments thereto [Workletter], Exhibit F [Generator
Space], Exhibit E [Rent Commencement Date Confirmation], Exhibit G [Tenant's
List of Hazardous Materials], and Exhibit K [Flammables License Application].
(D)
FOR THE PURPOSES OF INCORPORATION HEREIN, THE
TERMS OF THE OVERLEASE ARE SUBJECT TO THE FOLLOWING ADDITIONAL MODIFICATIONS:
(I)
IN ALL PROVISIONS OF THE OVERLEASE
(UNDER THE TERMS THEREOF AND WITHOUT REGARD TO MODIFICATIONS THEREOF FOR
PURPOSES OF INCORPORATION INTO THIS SUBLEASE) REQUIRING THE APPROVAL OR CONSENT
OF LANDLORD, SUBTENANT SHALL BE REQUIRED TO OBTAIN THE APPROVAL OR CONSENT OF
BOTH SUBLANDLORD (WHICH APPROVAL OR CONSENT OF SUBLANDLORD SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) AND LANDLORD.
(II)
IN ALL PROVISIONS OF THE OVERLEASE REQUIRING
THE TENANT TO SUBMIT, EXHIBIT TO, SUPPLY OR PROVIDE LANDLORD WITH EVIDENCE,
CERTIFICATES, OR ANY OTHER MATTER OR THING, SUBTENANT SHALL BE REQUIRED TO
SUBMIT, EXHIBIT TO, SUPPLY OR PROVIDE, AS THE CASE MAY BE, THE SAME
SIMULTANEOUSLY TO BOTH LANDLORD AND SUBLANDLORD. IN ANY SUCH INSTANCE,
SUBLANDLORD SHALL REASONABLY DETERMINE IF SUCH EVIDENCE, CERTIFICATE OR OTHER
MATTER OR THING SHALL BE SATISFACTORY.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN ARTICLE 10 OR ARTICLE 11 OF THE OVERLEASE, SUBLANDLORD SHALL HAVE
NO OBLIGATION TO RESTORE OR REBUILD ANY PORTION OF THE SUBLEASED PREMISES AFTER
ANY DESTRUCTION OR TAKING BY EMINENT DOMAIN.
(IV)
SUBLANDLORD SHALL NOT BE DEEMED TO HAVE MADE ANY
OF LANDLORD'S REPRESENTATIONS, WARRANTIES AND INDEMNITIES UNDER THE OVERLEASE
(PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED UNDER THE OVERLEASE, OR AS
OTHERWISE CONSENTED TO BY LANDLORD, SUBLANDLORD HEREBY ASSIGNS TO SUBTENANT THE
THIRD PARTY BENEFITS OF SUCH REPRESENTATION, WARRANTIES AND INDEMNITIES OF
LANDLORD AND THE RIGHT TO ENFORCE SAME, PROVIDED, HOWEVER, THAT SUBLANDLORD
SHALL ALSO RETAIN THE RIGHTS TO ENFORCE SUCH REPRESENTATIONS, WARRANTIES AND
INDEMNITIES).
(V)
SUBLANDLORD SHALL NOT BE DEEMED OR CONSTRUED
IN ANY WAY TO INDEMNIFY SUBTENANT FOR ANY BREACH OF LANDLORD UNDER THE OVERLEASE
OR ANY OTHER ACTIONS OR OMISSIONS OF LANDLORD.
(vi)
Section 30(T) of the Overlease shall be
amended by including the following language at the end of the paragraph: ", or
to the Securities Exchange Commission or such other entity as required by law."
3
4. RENT.
(a) Beginning on the earlier to occur of (i) March 10, 2007 and (ii) Subtenant's
beneficial use of the Subleased Premises for the conduct of its business, and
continuing through the Sublease Term, including any Extended Term (if
applicable), Subtenant shall pay to Sublandlord annual fixed rent (the "Fixed
Rent") per annum in the amount of One Million Seventy-Three Thousand Four
Hundred Seventy-Two and No/100 Dollars ($1,073,472.00) in advance in equal