a
subtenant, shall continue to be references to Landlord and not to Sublandlord.
All
capitalized terms used and not otherwise defined herein shall have the same
meaning as set forth in the Overlease.
(c)
The following provisions of the Overlease shall not be incorporated herein
by reference and are expressly excluded from the terms of this Sublease:
any
redacted portions of the Overlease, Article 1 (clauses A - N, P, Q & S), Article
2 [Premises, Term and Commencement Date], Article 3 [Rent], Article 5(A) and (B)
[Tenant's Work/Alterations and Additions], Article 12(E) [Signs], the second 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