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Exhibit 10.6.2
XXXXXXXX'S CONSENT TO SUBLEASE
North San Xxxx Interests, a California limited partnership, as successor
in interest to Xxxx X. Xxxxxxx, Trustee under trust agreement dated August 29,
1979, as Amended, Sobrato Interest II, a California general partnership, and
Xxxx Xxxxxxx Xxxxxxx or his successor, Trustee Under Revocable Trust Agreement
dated April 28, 1989, as amended, FBO Xxx Xxxxxxx ("Landlord"), as Landlord
under that certain Lease (the "Lease") dated May 30, 1990 and a First Amendment
to Lease dated March 12, 1991, by and between Landlord and Siemens Pyramid
Information Systems, Inc., a Delaware corporation ("Tenant"), as Tenant, subject
to and specifically conditioned upon the following terms and conditions hereby
grants its consent to the Sublease dated December 15, 1997 made by and between
the Tenant, as sublandlord, and Xxxxx Corporation, a California corporation
("Subtenant"), as subtenant, a copy of which is attached as Exhibit A ("the
Sublease"), covering that certain premises (the "Premises") commonly known as
0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx.
As conditions to the consent of Landlord to the Sublease, it is
understood and agreed as follows:
1. NO RELEASE. This Consent to Sublease shall in no way release the
Tenant or any person or entity claiming by, through or under Tenant, including
Subtenant, from any of its covenants, agreements, liabilities and duties under
the Lease, as the same may be amended from time to time, without respect to any
provision to the contrary in the Sublease.
2. SPECIFIC PROVISIONS OF LEASE AND SUBLEASE. This Consent to
Sublease consenting to a sublease to Subtenant does not constitute approval by
Landlord of any of the provisions of the Sublease document or agreement thereto
or therewith; nor shall the same be construed to amend the Lease in any respect,
any purported modifications being solely for the purpose of setting forth the
rights and obligations as between Tenant and Subtenant, but not binding
Landlord. The Sublease is, in all respects, subject and subordinate to the
Lease, as the same may be amended. Furthermore, in the case of any conflict
between the provisions of this Consent to Sublease or the Lease and the
provisions of the Sublease, the provisions of this Consent to Sublease or the
Lease, as the case may be, shall prevail unaffected by the Sublease.
3. LIMITED CONSENT. This Consent to Sublease does not and shall not
be construed or implied to be a consent to any other matter for which Landlord's
consent is required under the Lease, including, without limitation, any
Alterations under the Lease.
4. TENANT'S CONTINUING LIABILITY. Tenant shall be liable to
Landlord for any default under the Lease, whether such default is caused by
Tenant or Subtenant or anyone claiming by or through either Tenant or Subtenant,
but the foregoing shall not be deemed to restrict or diminish any right which
Landlord may have against Subtenant pursuant to the Lease, in law or in equity
for violation of the Lease or otherwise, including, without limitation, the
right to enjoin or otherwise restrain any violation of the Lease by Subtenant.
5. DEFAULT BY TENANT UNDER THE LEASE. If Tenant defaults under the
Lease, Landlord may elect to receive directly from Subtenant all sums due or
payable to Tenant by
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Subtenant pursuant to the Sublease. Upon written notice from Landlord, Subtenant
shall thereafter pay to Landlord any and all sums due or payable under the
Sublease. In such event, Tenant shall receive from Landlord a corresponding
credit for such sums against any payments then due or thereafter becoming due
from Tenant.
6. TERMINATION OF LEASE. If at any time prior to the expiration of
the term of the Sublease the Lease shall terminate or be terminated for any
reason, the Sublease shall simultaneously terminate. However, Subtenant agrees,
at the election and upon written demand of Landlord, and not otherwise, to
attorn to Landlord for the remainder of the term of the Sublease, such
attornment to be upon all of the terms and conditions of the Lease, except that
the Base Rent set forth in the Sublease shall be substituted for the Base Rent
set forth in the Lease and the computation of Additional Rent as provided in the
Lease shall be modified as set forth in the Sublease. The foregoing provisions
of this paragraph shall apply notwithstanding that, as a matter of law, the
Sublease may otherwise terminate upon the termination of the Lease and shall be
self-operative upon such written demand of the Landlord, and no further
instrument shall be required to give effect to said provisions. Upon the demand
of Landlord, however, Subtenant agrees to execute, from time to time, documents
in confirmation of the foregoing provisions of this paragraph satisfactory to
Landlord in which Subtenant shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy.
7. SUBLEASE PROFITS. Pursuant to Section 29 of the Lease, provided
the Sublease remains in full force and effect, Xxxxxx agrees to pay to Landlord
each month along with the base monthly rent due under the Lease, the sum
outlined on the attached spreadsheet representing Landlord's fifty percent (50%)
share of the amount by which the consideration received pursuant to the Sublease
exceeds the amount due to Landlord under the Lease less the reasonable
subletting costs.
8. NO WAIVER; NO PRIVITY. Nothing herein contained shall be deemed
a waiver of any of the Landlord's rights under the Lease. In no event, however,
shall Landlord be deemed to be in privity of contract with Subtenant or owe any
obligation or duty to Subtenant under the Lease or otherwise, any duties of
Landlord under the Lease being in favor of, for the benefit of and enforceable
solely by Xxxxxx.
9. NOTICES. Subtenant agrees to promptly deliver a copy to Landlord
of all notices of default and all other notices sent to Tenant under the
Sublease, and Xxxxxx agrees to promptly deliver a copy to Landlord of all such
notices sent to Subtenant under the Sublease. All copies of any such notices
shall be delivered personally or sent by United States registered or certified
mail, postage prepaid, return receipt requested, to Landlord.
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LANDLORD
North San Xxxx Interests, a California limited partnership
by ___________________________________
its __________________________________
TENANT
Siemens Information Systems, Inc., a Delaware corporation
by ___________________________________
its __________________________________
SUBTENANT
Xxxxx Corporation, a California corporation
by ___________________________________
its __________________________________
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Siemens Pyramid Information Systems, Inc./Xxxxx, Inc. Sublease Profit Schedule
2/15/98 6/15/98 10/1/98 2/1/99 2/1/00 2/1/01
------- ------- ------- ------ ------ ------
Siemens rent: $64,732.50 CPI* CPI* CPI* CPI* CPI*
Xxxxx rent: 79,117.50 $79,117.50 $108,614.55 $111,905.90 $115,197.25 $118,488.60
---------- ---------- ----------- ----------- ----------- -----------
Profit per month: $14,385.00 TBD** TBD** TBD** TBD** TBD**
SDC 50% share/mos: $ 7,192.50
* CPI increase will be 7.5% and 20%.
** To be Determined
