AMENDMENT, ALL CAPITALIZED TERMS SHALL HAVE THE SAME MEANING AS
SET FORTH IN THE SUBLEASE.
4.
EFFECTIVE DATE. THIS SECOND AMENDMENT
SHALL TAKE EFFECT AS OF THE DATE ON WHICH LANDLORD CONSENTS IN WRITING TO THIS
SECOND AMENDMENT ("EFFECTIVE DATE").
5.
RATIFICATION.
THE SUBLEASE, AS AMENDED
HEREBY, IS HEREBY RATIFIED, CONFIRMED AND DEEMED IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS.
EACH PARTY REPRESENTS TO THE OTHER THAT SUCH PARTY
(A) IS CURRENTLY UNAWARE OF ANY DEFAULT BY THE OTHER PARTY UNDER THE SUBLEASE;
AND (B) HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS SECOND
AMENDMENT AND THIS SECOND AMENDMENT REPRESENTS A VALID AND BINDING OBLIGATION OF
SUCH PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
6.
MULTIPLE COUNTERPARTS.
THIS SECOND
AMENDMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE DEEMED TO BE ORIGINALS AND TOGETHER SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
7.
NO OFFER.
SUBMISSION OF THIS
INSTRUMENT FOR EXAMINATION AND SIGNATURE BY SUBTENANT DOES NOT CONSTITUTE AN
OFFER TO LEASE OR A RESERVATION OF OR OPTION FOR LEASE, AND THIS INSTRUMENT IS
NOT EFFECTIVE AS A SUBLEASE AMENDMENT OR OTHERWISE UNTIL EXECUTED AND DELIVERED
BY BOTH SUBLANDLORD AND SUBTENANT AND CONSENTED TO BY MASTER LANDLORD.
8.
COMMENCEMENT DATE.
SUBLANDLORD AND
SUBTENANT AGREE THAT THE COMMENCEMENT DATE OF THE SUBLEASE WAS SEPTEMBER 14,
2004 AND THE SUBLEASE PREMISES RENT COMMENCEMENT DATE WAS AUGUST 1, 2005 AND
HAVE EXECUTED THE COMMENCEMENT DATE AGREEMENT ATTACHED HERETO AS EXHIBIT B.
9.
FIFTH FLOOR PREMISES.
COMMENCING ON
APRIL 1, 2006 (THE "FIFTH FLOOR COMMENCEMENT DATE"), THE SUBLEASE PREMISES SHALL
BE EXPANDED TO INCLUDE 25,131 RENTABLE SQUARE FEET ON THE FIFTH FLOOR OF THE
BUILDING AND SHOWN ON EXHIBIT C ATTACHED HERETO ("FIFTH FLOOR PREMISES").
THE
SUBLEASE IS AMENDED TO REFLECT SUCH EXPANSION BY THE PROVISIONS SET FORTH IN
SECTION 11 BELOW.
NOTWITHSTANDING THE FOREGOING, THE FIFTH FLOOR COMMENCEMENT
DATE SHALL BE EXTENDED FOR SUBLANDLORD DELAYS (AS DEFINED IN EXHIBIT E ATTACHED
HERETO).
10.
REMEASUREMENT.
PURSUANT TO SECTION 1(L) OF
THE SUBLEASE, SUBLANDLORD HAS REMEASURED THE SUBLEASE PREMISES ACCORDING TO THE
MEASUREMENT STANDARDS SET FORTH IN SECTION 1(L).
SUCH REMEASUREMENT INDICATES
THAT THE SUBLEASE PREMISES AS OF THE DATE HEREOF CONSISTS OF 52,817 RENTABLE
SQUARE FEET ON THE FOURTH FLOOR AND 506 RENTABLE SQUARE FEET ON THE FIRST FLOOR.
11.
AMENDMENTS TO SUBLEASE TO REFLECT
REMEASUREMENT AND ADDITION OF THE FIFTH FLOOR PREMISES. TO REFLECT THE CHANGES
MADE BY REMEASUREMENT OF THE SUBLEASE PREMISES (SET OUT IN SECTION 10 ABOVE) AND
ADDITION OF THE FIFTH FLOOR PREMISES TO THE SUBLEASE PREMISES (SET OUT IN
SECTION 9 ABOVE), THE FOLLOWING PROVISIONS OF THE SUBLEASE ARE AMENDED,
EFFECTIVE AS OF THE SUBLEASE PREMISES RENT COMMENCEMENT DATE, AS FOLLOWS:
2
(A)
"SUBLEASE PREMISES" AS DEFINED IN THE
DEFINED TERMS OF THE SUBLEASE IS AMENDED TO READ AS FOLLOWS:
A portion of the Master Premises, consisting of (i) the entire fourth floor of
the Building comprised of 52,817 rentable square feet as depicted in