Exhibit 10.16
ELECTRONIC DATA SYSTEMS CORPORATION
STANDARD SUB-SUBLEASE AGREEMENT
THIS SUB-SUBLEASE AGREEMENT (the "Sub-Sublease") is entered into as of
August 2, 2000, by and between Sub-Sublandlord and Sub-Subtenant hereinafter
named. Upon the terms and conditions hereinafter set forth, Sub-Sublandlord and
Sub-Subtenant agree as follows:
1. DEFINITIONS AND BASIC PROVISIONS. The following definitions and basic
provisions shall be used in conjunction with and limited by the reference
thereto in the provisions of this Sub-Sublease:
A. "Sub-Sublandlord": ELECTRONIC DATA SYSTEMS
CORPORATION, a Delaware corporation
B. Address of Sub-Sublandlord: 0000 Xxxxxx Xxxxx, X0-0X-00
Xxxxx, Xxxxx 00000-0000
Attn.: Real Estate Leasing
C. "Sub-Subtenant": XXXXXX COMMUNICATIONS, INC.,
a Delaware corporation
D. Address of Sub-Subtenant: 0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
E. Sub-Subtenant Federal Tax ID: 00-0000000
F. "Sublandlord": GRC INTERNATIONAL, INC., a Delaware
corporation
G. Address of Sublandlord: 0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
H. "Master Landlord": SANTA XXXXXXX CORPORATE CENTER, LLC,
a California limited liability
company, successor-in-interest to
Bermant Development Company
I. Address of Master Landlord: 0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
J. "Sub-Sublease Premises": All space to be occupied by Sub-Subtenant
as shown on Exhibit "A", attached hereto and made a part of this
Sub-Sublease, containing approximately 8,913 square feet of net
rentable area being a portion of the Premises described in the
Sublease (hereafter defined) being approximately 52,119 rentable
square feet of space, and located at 0000 Xxxxxxxxx Xxxxxx, Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000 (the "Building").
K. "Sub-Sublease Term": The period that begins upon the later of (i)
execution of this Sub-Sublease, or (ii) receipt of consent of Master
Landlord and Sublandlord to this Sub-Sublease (the "Commencement
Date") and expiring on March 31, 2004 (the "Expiration Date").
L. "Base Rent": Base Rent for the first year shall be $147,789.12 per
year (subject to base rental abatement described in paragraph 8E
hereinbelow), payable in the amount of $12,315.76 per month, based
upon CPI increase which was effective as of April 1, 2000. The
annual and monthly Base Rent may be modified after receipt of the
amount verification from Landlord. This Sub-Sublease is triple net.
The base rent shall be adjusted annually as provided under Paragraph
9 of the Master Lease.
M. "Sub-Subtenant's Proportionate Share": For the purpose of allocating
Sub-Subtenant's pro rata share of Operating Expenses, as defined in
the Master Lease (as hereafter defined) and the Sublease,
attributable to the Sub-Sublease Premises, Sub-Subtenant's
Proportionate Share shall be a fraction, the numerator which is the
total number of the rentable square feet of the Sub-Sublease
Premises and the denominator which is the total of the rentable
square feet of the Premises covered by the Sublease, it being agreed
that Sub-Subtenant's Proportionate Share is 17.10%.
N. "Sub-Subtenant's Representatives": Sub-Subtenant's agents,
representatives and employees.
O. "Sub-Sublandlord's Representatives": Sub-Sublandlord's agents,
representatives and employees.
2. GRANTING CLAUSE. Sub-Sublandlord, in consideration of the covenants and
agreements to be performed by Sub-Subtenant and upon the terms and
conditions hereinafter stated, does hereby lease, demise and let unto
Sub-Subtenant, and Sub-Subtenant in consideration of the covenants and
agreements to be performed by Sub-Sublandlord and upon the terms and
conditions in this Sub-Sublease, does hereby take and lease from
Sub-Sublandlord, the Sub-Sublease Premises, subject to all laws, statutes,
codes, rules, regulations and zoning ordinances promulgated by any
governmental authority having jurisdiction now in affect or adopted in the
future (collectively, the "Law"), to have and to hold for the Sub-Sublease
Term (except as the Commencement Date and the Expiration Date may be
adjusted as herein provided, or unless sooner terminated as provided in
this Sub-Sublease or the Master Lease).
3. MASTER LEASE & SUBLEASE. This Sub-Sublease is subject to that certain (a)
Net Net Net Building Lease (the "Original Lease"), dated April 25, 1995,
by and between Bermant Development Company, as landlord, and Sublandlord,
as tenant, as modified by that certain (i) First Amendment to Building
Lease (the "First Amendment"), dated January 26, 1996, by and between
Master Landlord and Sublandlord; and (ii) Second Amendment to Building
Lease (the "Second Amendment"), dated May 9, 1997 (the Original Lease, the
First Amendment and the Second Amendment are hereinafter collectively the
"Master Lease", attached hereto as Exhibit "B-1", incorporated herein by
reference), covering certain premises (the "Premises") more particularly
described in the Master Lease; and (b) Sublease (the "Sublease"), dated
March 1, 1999, by and between Sublandlord and Sub-Sublandlord, as
subtenant, attached hereto as Exhibit "B-2"), incorporated herein by
reference, covering the Sub-Sublease Premises as the sublease premises.
This Sub-Sublease is made subject to all applicable covenants,
restrictions, agreements, terms and conditions of the Master Lease and the
Sublease, which are incorporated into and made a part of this Sub-Sublease
as if: i) Sub-Sublandlord were Master Landlord or Sublandlord, as
appropriate, insofar as Sublandlord has the rights or right by law to act
as so, and ii) Sub-Subtenant were tenant or Subtenant, as appropriate,
except as otherwise provided to the contrary herein, excluding paragraphs
11, 16 and 17 of the Sublease and paragraph 18, 19, 20 and 21 of the
Master Lease. Sub-Subtenant shall in no case have any rights with respect
to the Sub-Sublease Premises greater than Sub-Sublandlord's rights as
tenant under the Master Lease and the Sublease, and Sub-Sublandlord shall
have no liability to Sub-Subtenant for any matter or thing for which
Sub-Sublandlord does not have co-extensive liability as tenant under the
Master Lease and the Sublease. In the event the specific terms of this
Sub-Sublease are in conflict with the terms of the Master Lease or the
Sublease, then the specific terms of this Sub-Sublease shall prevail.
4. MASTER LANDLORD'S AND SUBLANDLORD'S CONSENT. Pursuant to the Master Lease
and the Sublease, this Sub-Sublease is subject to Master Landlord's and
Sublandlord's written consent and shall not be valid until Master
Landlord's and Sublandlord's written
consent is obtained and delivered to each party. Sub-Sublandlord shall
diligently pursue obtaining Master Landlord's and Sublandlord's written
consent to this Sub-Sublease.
5. WARRANTY BY SUB-SUBLANDLORD. Sub-Sublandlord warrants and represents to
Sub-Subtenant, to the knowledge of Sub-Sublandlord, that the Master Lease
and the Sublease have not been amended or modified, except as provided
above, that Sub-Sublandlord is not now, and as of the Commencement Date of
the Sub-Sublease Term hereof, will not be in default or breach of any of
the provisions of the Master Lease and the Sublease, and that
Sub-Sublandlord has no knowledge of any claim by Master Landlord or
Sublandlord that Sub-Sublandlord is in default or breach of any of the
provisions of the Master Lease or the Sublease.
6. CONDITION OF THE SUB-SUBLEASE PREMISES. Sub-Subtenant shall accept
possession of the Sub-Sublease Premises on an "AS IS, WHERE IS" basis, in
whatever physical condition the same may be, and Sub-Sublandlord makes no
representations or warranties of any kind or nature, express, implied, or
otherwise, or any covenants of any kind or nature, with regard to the
condition of the Sub-Sublease Premises or with respect to the fitness
thereof for Sub-Subtenant's intended uses or the quality of or manner of
any services provided or to be provided by Master Landlord or Sublandlord,
and any such representations, warranties or covenants are hereby expressly
disclaimed. Without limitation of the foregoing, Sub-Sublandlord shall
have no obligation to construct or pay for any tenant improvements to the
Sub-Sublease Premises or make any repairs or modifications thereto for the
benefit of Sub-Subtenant.
7. USE.
A. Sub-Subtenant shall use the Sub-Sublease Premises for the uses set
forth in the Sublease, unless specifically approved by Sub-Sublandlord,
Master Landlord and Sublandlord. Sub-Subtenant shall additionally comply
with the rules and regulations of the Building which Master Landlord or
Sublandlord may reasonably require or amend from time to time during the
term of this Sub-Sublease.
B. Sub-Subtenant shall not do nor permit anything to be done in or about
the Sub-Sublease Premises nor bring or keep anything therein which will in
any way increase the existing rate or affect any fire or other insurance
upon the Building or any of its contents (unless Sub-Subtenant shall pay
an increased premium as a result of such use or acts), or cause a
cancellation of any insurance policy covering the Building or any part
thereof or any of its contents, nor shall Sub-Subtenant sell or permit to
be kept, used or sold in or about the Sub-Sublease Premises any articles
which may be prohibited by a standard form policy of fire insurance.
C. Sub-Subtenant shall not do or permit anything to be done in or about
the Sub-Sublease Premises which will in any way obstruct or interfere with
the rights of other tenants or occupants of the Building or injure or
annoy them or use or allow the Sub-Sublease Premises to be used for any
unlawful or objectionable purpose, nor shall Sub-Subtenant cause, maintain
or permit any nuisance in or about the Sub-Sublease Premises.
Sub-Subtenant shall not commit or suffer to be committed any waste in or
upon the Sub-Sublease Premises.
D. Sub-Subtenant shall not knowingly use the Sub-Sublease Premises or
knowingly permit anything to be done in or about the Sub-Sublease Premises
which will in any way conflict with the Law. Sub-Subtenant shall at its
sole cost and expense promptly comply with the Law and with the
requirements of any board of fire underwriters or other similar body now
or hereafter constituted relating to or affecting the condition, use or
occupancy of the Sub-Sublease Premises, excluding structural changes not
relating to or affecting the condition, use or occupancy of the
Sub-Sublease Premises, or not related or afforded by Sub-Subtenant's
improvements or acts. The judgment of any court of competent jurisdiction
or the admission of Sub-Subtenant, in any action against Sub-Subtenant,
whether Sub-Sublandlord be a party thereto or not, that Sub-Subtenant has
violated the Law and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted relating
to or affecting the condition, use or occupancy of the Sub-Sublease
Premises, excluding structural changes not relating to or affecting the
condition, use or occupancy of the Sub-Sublease Premises, or not related
or afforded by Sub-Subtenant's improvements or acts, shall be conclusive
of the fact as
between Sub-Sublandlord and Sub-Subtenant.
8. RENT.
A. Base Rent. Sub-Subtenant agrees to pay equal monthly installments of
Base Rent to Sub-Sublandlord at the address indicated in Paragraph 1
above, or such other address as Sub-Sublandlord may from time to
time notify Sub-Subtenant. Such monthly installments shall be
payable on or before the first (1st) day of each calendar month
(without demand, set-off or deduction) commencing as of the
Commencement Date. Base Rent for any fractional month at the
beginning or end of the Sub-Sublease Term shall be prorated on
actual days. Additional rent shall include, without limitation, the
Operating Expenses, as described below, and any and all other
charges, costs or expenses otherwise as set forth in the Master
Lease.
B. Operating Expenses. Operating Expenses shall mean any and all costs
and expenses incurred through the ownership, operation, maintenance
and insurance of the Building, as more particularly set forth in the
Master Lease. Sub-Subtenant shall pay Sub-Subtenant's Proportionate
Share of Operating Expenses of any amounts in excess of the
Operating Expense Stop in the provided in the Master Lease to
Sub-Sublandlord.
C. Late Charge. In the event that any monthly installment of the Base
Rent, Operating Expenses and any other additional rent
(collectively, the "Rent"), or any other payment required to made by
Sub-Subtenant under this Sub-Sublease is not received within 5 days
after the due date, Sub-Subtenant agrees to pay a late charge (the
"Late Charge") in the amount of 3% of the installment of the Rent
due and unpaid. It is hereby understood and acknowledged that the
Late Charge shall constitute liquidated damages and such liquidated
damages shall be solely for the purpose of reimbursing
Sub-Sublandlord for the additional costs and expenses
Sub-Sublandlord presently expects to incur in connection with the
handling and processing of late payments of Rent and any other
additional rent due and payable under this Sub-Sublease.
Sub-Sublandlord and Sub-Subtenant agree that in the event of any
such late payment by Sub-Subtenant, the damages resulting to
Sub-Sublandlord will be difficult to ascertain precisely, and that
the Late Charge constitutes a reasonable and good faith estimate by
the parties of the extent of such damages. If the payment of the
Rent and any other additional rent continues not to be paid by
Sub-Subtenant within 30 days after the due date thereof,
Sub-Subtenant shall additionally pay interest on such unpaid Rent or
any other additional rent, at the rate of 10% per annum (but in no
event in excess of the highest interest rate provided by law) which
interest shall accrue from the due date to the date of payment.
D. Non-Waiver of Rights. If Sub-Sublandlord, at any time or times,
shall accept Rent or any other sum due to it hereunder after the
same shall become due and payable, such acceptance shall not excuse
delay upon subsequent occasions, or constitute, or be construed as,
a waiver of any of Sub-Sublandlord's rights hereunder.
E. Base Rental Abatement. Notwithstanding to the contrary contained in
the Sub-Sublease Agreement, Sub-Sublandlord agrees and acknowledges
that Sub-Subtenant shall receive an abatement of all Base Rent from
August 1, 2000 through October 31, 2000 of the Sub-Sublease term.
Accordingly, Sub-Subtenant's obligation to commence Base Rent
payments hereunder shall begin on November 1, 2000.
9. ADDITIONAL SERVICES AND COSTS TO SUB-SUBTENANT. Any additional services
other than those described in Subparagraph A or in the Sublease or Master
Lease, services being the types of service which may be usual and
customary in buildings comparable to the Building in the vicinity of the
Building (the "Additional Services"), requested by Sub-Subtenant in
writing to Sub-Sublandlord shall be delivered to Master Landlord or
Sublandlord, as applicable. Master Landlord or Sublandlord may decide to
provide the Additional Services in its sole respective discretion,
provided, however, that the Additional Services shall be billed directly
to Sub-Subtenant and Sub-Subtenant shall make payments for the Additional
Services directly to the Master Landlord or Sublandlord. Sub-Sublandlord
shall not
be responsible or liable for Master Landlord's or Sublandlord's failure to
provide any the Additional Services or the quality of the Additional
Services. Sub-Subtenant shall pay the Additional Services cost within the
time period specified by Master Landlord or Sublandlord when an invoice
for such Additional Service is delivered.
10. FINANCIAL STATEMENTS. Upon request by Sub-Sublandlord, Sub-Subtenant will
provide to Sub-Sublandlord financial statements of Sub-Subtenant certified
by a certified public accountant, reasonably approved by Sub-Sublandlord.
Sub-Sublandlord may, at Sub-Sublandlord's option request interim certified
financial statements as may be required by the Master Landlord, the
Sublandlord or any accounting, financing or legal requirement.
11. PARKING. In addition to the Sub-Sublease Premises, Sub-Sublandlord hereby
grants to Sub-Subtenant, subject to the Master Lease and the Sublease and
so long as this Sub-Sublease remains in effect, four (4) parking spaces
for every 1,000 rentable square feet of office space.
12. ASSIGNMENT AND SUBLETTING. Sub-Subtenant shall not assign this
Sub-Sublease or further sublet all or any part of the Sub-Sublease
Premises without the prior written consent of Sub-Sublandlord (and the
consent of Master Landlord and Sublandlord, if such is required under the
terms of the Master Lease and the Sublease), which shall not be
unreasonably withheld. Notwithstanding the foregoing, Sub-Sublandlord's
refusal to consent shall not be deemed to be unreasonable if such proposed
subtenant or assignee does not have the financial background to perform
the obligations under the Master Lease, intends to utilize the
Sub-Sublease Premises for purposes other than allowed under the Master
Lease and the Sublease or Master Landlord or Sublandlord fail to consent
to such assignment or sublease. Sub-Subtenant shall not be in default
under the terms and conditions of this Sub-Sublease or the Master Lease at
the time of any request for consent or through the period of time prior to
the consent is granted by Master Landlord and Sublandlord. Any request by
Sub-Subtenant for Sub-Sublandlord's consent to a specific assignment or
Sub-Sublease shall include a) the name of the proposed assignee,
sublessee, or occupant, b) the nature of the proposed assignee's,
sublessee's or occupant's business to be carried on in the Sub-Sublease
Premises, c) a copy of the proposed assignment or Sub-Sublease, and d)
such financial information and such other information as Sub-Sublandlord
may reasonably request concerning the proposed assignee, sublessee or
occupant or its business. Any assignment or Sub-Sublease approved by
Sub-Sublandlord, Sublandlord and Master Landlord shall be subject to the
Master Lease, the Sublease and this Sub-Sublease. Sub-Subtenant shall pay
to Sub-Sublandlord all reasonable costs incurred related to the review of
the subletting or assignment documents and costs incurred in obtaining
Master Landlord's and Sublandlord's consents. Additionally, for purposes
of this Sub-Sublease, the following transactions relating to Sub-Subtenant
shall be deemed an assignment of this Sub-Sublease and shall give rise to
the requirement of approval or consent by Sub-Sublandlord, and may result
in the right to terminate or alter this Sub-Sublease, based upon the
above: any merger (including, without limitation, a reincorporation
merger), consolidation, reorganization, stock exchange, one or more sales
or transfers of stock, by operation of law or otherwise, or creation of
new stock, by which an aggregate of more than 50% of Sub-Subtenant's stock
shall be vested in a party or parties who are nonstockholders as of the
date hereof; and the sale or transfer of substantially all of the assets
or other similar or related transaction in which Sub-Subtenant is the
surviving entity or, if Sub-Subtenant is not the surviving entity, the
surviving entity which continues to conduct the business conducted by
Sub-Subtenant prior to consummation of the transaction. The foregoing
related to sale or transfer of stock shall not apply if Sub-Subtenant's
stock is listed on a recognized security exchange. For the purpose of this
paragraph, stock ownership shall be determined in accordance with the
principles set forth in Section 544 of the Internal Revenue Code of 1954,
as amended. If the Rent being charged or any other concessions granted
under any assignment or Sub-Sublease exceeds the Rent charged under this
Sub-Sublease, any excess amounts shall be shared as provided in the Master
Lease and/or the Sublease. If the Master Lease or Sublease does not have a
provision for sharing excess rent amounts, any excess amounts shall be
shared equally between Sub-Sublandlord and Sub-Subtenant.
13. SUB-SUBTENANT'S INSURANCE. Sub-Subtenant shall, at its sole cost and
expense, obtain and maintain commercial general liability insurance,
including blanket contractual liability coverage, with
limits of not less than $2,000,000.00 combined single limit for personal
injury and property damage; comprehensive automobile liability insurance
covering all owned, non-owned and hired vehicles with limits of not less
than $1,000,000.00 combined single limit for personal injury and property
damage; and statutory workers compensation (in amounts required by law)
and reasonable employers liability, and naming Sub-Sublandlord,
Sublandlord and Master Landlord as additional insureds, as their
respective interests may appear. The insurance policy shall be written by
good and solvent insurance companies able to do business in California,
and satisfactory to Sub-Sublandlord, Sublandlord and Master Landlord, if
required by the Master Lease. On or before the Commencement Date of the
Sub-Sublease Term, and within 30 days prior to the expiration of any such
policy, Sub-Subtenant shall deliver to Sub-Sublandlord a duplicate policy
or certificate of insurance evidencing such coverages. Such insurance
policies shall provide for no cancellation or material alteration without
30 days' prior written notice to Sub-Sublandlord.
14. INDEMNIFICATION
A. Sub-Subtenant's Indemnification. Sub-Subtenant shall indemnify, defend
and hold Sub-Sublandlord and Sub-Sublandlord's Representatives harmless
from any and all liabilities, responsibilities or claims to Sub-Subtenant,
or any person claiming by, through or under Sub-Subtenant, arising from
(a) Sub-Subtenant's use and occupancy of the Premises; or (b) the conduct
of Sub-Subtenant's business; or (c) from any activity, work or thing done,
permitted or suffered by Sub-Subtenant in or about the Premises, the
Building or the Property, or (d) any breach or default in the performance
of any obligation to be performed by Sub-Subtenant under the terms of the
Lease or arising from any act, neglect, fault or omission or Sub-Subtenant
or Sub-Subtenant's Representatives, and from and against all costs,
reasonable attorneys' fees, expenses and liabilities incurred in or about
such claim or any action or proceeding brought, excluding consequential
and punitive damages. In case any action or proceeding shall be brought
against Sub-Sublandlord by reason or any such claim Sub-Subtenant, upon
receipt of notice from Sub-Sublandlord shall defend the same at
Sub-Subtenant's expense.
B. Sub-Sublandlord's Indemnification. Sub-Sublandlord shall
indemnify, defend and hold Sub-Subtenant and Sub-Subtenant's
Representatives harmless from any and all liabilities,
responsibilities or claims to Sub-Sublandlord, or any person
claiming by, through or under Sub-Sublandlord, arising from
(a) the ownership, operation, maintenance, repair and
management of the Building and the Property; or (b) the
conduct of Sub-Sublandlord's business; or (c) from any
activity, work or thing done, permitted or suffered by
Sub-Sublandlord in or about the Premises, the Building or the
Property, or (d) any breach or default in the performance of
any obligation to be performed by Sub-Sublandlord under the
terms of this Lease or arising from any act, neglect, fault or
omission or Sub-Sublandlord or Sub-Sublandlord's
Representatives, and from and against all costs, reasonable
attorneys' fees, expenses and liabilities incurred in or about
such claim or any action or proceeding brought, excluding
consequential and punitive damages. In case any action or
proceeding shall be brought against Sub-Subtenant by reason or
any such claim, Sub-Sublandlord, upon receipt of notice from
Sub-Subtenant shall defend the same at Sub-Sublandlord's
expense.
15. SUB-SUBLANDLORD'S OBLIGATIONS. Sub-Sublandlord shall have no obligation to
perform any of Master Landlord's obligations under the Master Lease, or,
Sublandlord's obligations under the Sublease, including, without
limitation, (i) providing any of the services that Master Landlord or
Sublandlord has agreed to provide pursuant to the Master Lease or Sublease
(or required by law), or (ii) furnishing the electricity to the
Sub-Sublease Premises that Master Landlord has agreed to furnish pursuant
to the Master Lease (or required by law), or (iii) making any of the
repairs or restorations that Master Landlord or Sublandlord has agreed to
make pursuant to the Master Lease or Sublease (or required by law), or iv)
complying with any laws or requirements of any governmental authorities,
unless Sub-Sublandlord occupies a portion of the Original Premises which
would affect the Sub-Sublease Premises, or v) take any other action that
Master Landlord or Sublandlord has agreed to provide, furnish, make,
comply with, or take, or cause to be provided, furnished, made, complied
with or taken under the Master Lease or the Sublease. Sub-Subtenant shall
have no rights against Sub-
Sublandlord arising out of the Master Landlord's or Sublandlord's failure
to perform any of its obligations under the Master Lease or Sublease, as
applicable. Sub-Subtenant shall have the right to institute an action
under the provisions of the Master Lease to the extent such action relates
to the Sub-Sublease Premises, provided Sub-Subtenant gives Sub-Sublandlord
at least 30 days prior written notice and Sub-Sublandlord has failed to
take action within that time. Notwithstanding the foregoing, if an action
or cure cannot be completed within 30 days after receipt, however, such
action or cure is commenced within 30 days after receipt of notice, and is
diligently being pursued, Sub-Subtenant shall have no right to pursue
Master Landlord or Sub-Sublandlord. If Sub-Subtenant subsequently pursues
such action, Sub-Subtenant agrees to reimburse Sub-Sublandlord for its
proportionate share of any costs incurred by Sub-Sublandlord in connection
with Sub-Subtenant instituting any such action. Sub-Sublandlord shall give
reasonable assistance to Sub-Subtenant in enforcing the terms of the
Master Lease or the Sublease, and will execute all documents reasonably
necessary to enable Sub-Subtenant to pursue Master Landlord or Sublandlord
in its failure to perform any of its obligations under the Master Lease or
the Sublease.
16. CONSENTS. Wherever consent by Master Landlord is required under the Master
Lease and Sublandlord is required under the Sublease, Sub-Sublandlord's
consent shall also be required. Except as specifically set forth herein,
Sub-Sublandlord agrees that whenever its consent or approval is required
hereunder, or where something must be done to Sub-Sublandlord's
satisfaction, it shall not unreasonably withhold or delay such consent or
approval; provided, however, that whenever the consent or approval of
Master Landlord, Sublandlord, the landlord under a superior lease, or the
mortgagee under a mortgage shall withhold its consent or approval for any
reason whatsoever, Sub-Sublandlord shall not be deemed to be acting
unreasonably if it shall also withhold its consent or approval.
17. LIMITATION OF LIABILITY OF SUB-SUBLANDLORD. In the event Sub-Sublandlord
shall be liable to Sub-Subtenant for any matter relating to or arising in
connection with this Sub-Sublease, whether based upon an action or claim
in contract, equity, negligence, intended conduct, tort or otherwise, the
amount of damages recoverable against Sub-Sublandlord for all events, acts
or omissions shall in no event include, nor will Sub-Sublandlord be liable
for, any amounts for loss of profits, income or savings or indirect,
consequential, speculative or punitive damages of any party, including
third parties. Further, no cause of action may be asserted against
Sub-Sublandlord later than the earlier of a) the applicable statute of
limitations for notice of such cause of action, or b) 2 years following
the date after the date on which Sub-Subtenant becomes aware of the matter
which gives to the cause of action shall have accrued. Sub-Sublandlord and
Sub-Subtenant expressly acknowledge that the limitations contained in this
Paragraph 17 have been the subject of active and complete negotiation
between the parties and represent the parties' agreement.
18. NOTICES. All notices and demands which may or are to be required or
permitted to be given by either party to the other hereunder shall be in
writing and shall be deemed given when actually received, or if refused,
when delivery was attempted. All notices and demands by Sub-Sublandlord to
Sub-Subtenant shall be sent by c) Federal Express or some other bonded,
national, professional overnight courier; d) United States Mail, certified
or registered mail, return receipt requested, postpaid; or (c) sent by
telecommunication ("Fax") during normal business hours in which case it
shall be deemed delivered on the day sent, provided an original is
received by the addressee after being sent by a nationally recognized
overnight courier within 1 business day of the Fax, addressed to
Sub-Subtenant at the address indicated in Paragraph 1 E above or to such
other person or place as Sub-Subtenant may from time to time designate in
a notice to Sub-Sublandlord. All notices and demands by Sub-Subtenant to
Sub-Sublandlord shall be sent in the same manner as set forth above to the
address set forth in Paragraph 1 B above or to such other person or place
as Sub-Sublandlord may from time to time designate in a notice to
Sub-Subtenant.
19. OPTIONS PERSONAL. Any option (the "Option") set forth in the Master Lease
or the Sublease shall be personal to Sublandlord, as tenant, under the
Master Lease and to Sub-Sublandlord, as subtenant, under the Sublease, and
may not be exercised or assigned, voluntarily or involuntarily, by, or to,
any person or entity other than Sublandlord, as tenant. The Option is not
assignable separate and apart
from the Master Lease or the Sublease. Sublandlord's option to cancel
under the Sublease has expired.
IN WITNESS WHEREOF, this Sub-Sublease is executed as of the date first
written above.
SUB-SUBLANDLORD: SUB-SUBTENANT:
ELECTRONIC DATA SYSTEMS CORPORATION XXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Xxxxxx X. Xxxxx Printed Name: Xxxxxxx X. Xxxxxx
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Title: Director of Real Estate Title: Exec. VP of Sales & Marketing
---------------------------------
Dated: 8/3/00 Dated: 8/2/00
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