EXHIBIT 10.2
AMENDED AND RESTATED SUBLEASE
This amended and restated sublease (the "Restated Sublease") is made and entered
into by and between CHORDIANT SOFTWARE, INC., a Delaware corporation
(hereinafter, "Sublessor") and AMICAS, INC., a Delaware corporation
(hereinafter, "Sublessee"), and amends and restates the existing sublease
entered into by the parties on May 31, 2002 (the "Existing Sublease").
Reference is hereby made to that certain lease (the "▇▇▇▇▇▇▇▇▇") between
B.V. Development, LLC, (hereinafter, "Overlandlord") as lessor and Prime
Response, Inc., a predecessor in interest to Sublessor, as lessee, dated as of
June 9, 2000, and demising approximately 16,308 rentable square feet (as defined
in the ▇▇▇▇▇▇▇▇▇) on the second floor of the building at 20 Guest Street, Boston
(Brighton), Massachusetts (the "Premises").
WHEREAS Sublessor is desirous of subleasing the Premises to Sublessee; and
WHEREAS Sublessee is desirous of subleasing the Premises from Sublessor.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein set forth and for one dollar and other valuable consideration, each party
hereto to the other paid, the receipt and sufficiency of which is hereby
acknowledged, Sublessor and Sublessee hereby agree as follows:
1. Sublessor hereby leases to Sublessee and Sublessee hereby hires
and takes from Sublessor the Premises and the various rights appurtenant thereto
as set forth in the ▇▇▇▇▇▇▇▇▇ except as and to the extent hereinafter set forth
for an original term commencing June 1, 2002, and ending May 31, 2005 (the
"Original Term") and for an extended term commencing June 1, 2005, and ending
July 31, 2006 (the "Extended Term") unless earlier terminated pursuant hereto or
to the terms of the ▇▇▇▇▇▇▇▇▇. Sublessee acknowledges that a termination of the
▇▇▇▇▇▇▇▇▇ for any reason whatsoever shall constitute a termination of this
Restated Sublease on the same date and that in the event of any such termination
Sublessee shall have no recourse whatever against Sublessor for damages or
otherwise on account thereof except only and to the extent that such termination
has been caused by the default of the Sublessor under the ▇▇▇▇▇▇▇▇▇.
2. Provided Sublessee is not in default hereunder, beyond applicable
grace and/or cure periods, either at the time of the giving of the following
described notice or at the commencement of the Second Extended Term (hereinafter
defined) and provided the ▇▇▇▇▇▇▇▇▇ is still in effect, Sublessee shall have the
right, upon written notice to Sublessor given at least six months prior to the
end of the Extended Term, to extend the term for a further period of seventeen
(17) months through December 31, 2007 (the "Second Extended Term") upon all of
the same terms and conditions applicable to the Extended Term except that the
rent during the Second Extended Term for the Premises shall be at the rate of
$407,700 per annum during the Second Extended Term, payable $33,975.00 per month
on the first day of each month during the Second Extended Term.
3. Sublessee shall pay to Sublessor rent (i) at the rate of
$326,160.00 per annum for the first twelve months of the Original Term, payable
$27,180.00 per month on the first day of each said first twelve months; (ii) at
the rate of $334,314.00 per annum for the second twelve months of the Original
Term, payable $27,859.50 per month on the first day of each of
said second twelve months of the Original Term; and (iii) at the rate of
$342,468.00 per annum for the third twelve months of the Original Term, payable
$28,539.00 per month on the first day of each of said third twelve months of the
Original Term except only that the rent for the first full month of the term of
this Sublease shall be paid, together with the security deposit referred to
below, on the execution date hereof. Sublessee shall pay to Sublessor rent at
the rate of $366,930.00 per annum during the Extended Term, payable $30,577.50
per month on the first day of each month of the Extended Term. Rent for any
fraction of a month at the end of the term shall be proportionately pro-rated.
All rent and all other sums payable by Subleasee hereunder or in connection
herewith shall be paid when due directly to Sublessor and shall not be paid to
the Overlandlord or any other party unless Sublessor specifically directs
Sublessee to the contrary in writing. Sublessor covenants and agrees to perform
all obligations of the lessee under the ▇▇▇▇▇▇▇▇▇ except only for those which
are the obligation of the Sublessee pursuant hereto; however, Sublessor agrees
to pay when due or within any grace period allowed therefor all rent and other
sums which are due to the Overlandlord under the ▇▇▇▇▇▇▇▇▇.
4. Sublessee will pay directly to the utility (or other supplier)
when due all charges for electricity supplied to the Premises.
5. Sublessee shall have the right during the Original Term, the
Extended Term and (if exercised) the Second Extended Term to use in the Premises
the furniture of Sublessor listed on the inventory thereof attached hereto
without charge therefor; however, at the end of the term hereof Sublessee shall
leave said furniture in the condition in which it was at the beginning of the
Original Term, reasonable wear and tear excepted, the risk of casualty loss
being that of Sublessee.
6. Sublessee shall have the right during the Original Term, the
Extended Term and (if exercised) the Second Extended Term to use the existing
telephone wires, handsets and related apparatus of Sublessor in the Premises
(the "Telephone System") without charge therefor, such right of use being given
"as is" and "where is" and without representation or warranty as to the
condition thereof and without obligation on the part of the Sublessor to perform
any maintenance or make any repair thereto. At the end of the term hereof
Sublessee shall leave the telephone system in the condition it was in at the
beginning of the Original Term, reasonable wear and tear excepted, the risk of
casualty loss being that of Sublessee.
7. Sublessor acknowledges having received from Sublessee at the
beginning of the Original Term the sum of $54,360.00 (the "Security Deposit") to
be held by Sublessor, without interest, as security for the performance by
Sublessee of its obligations hereunder during the Original Term, the Extended
Term and, if exercised, the Second Extended Term, which Security Deposit shall
be returned to Sublessee within thirty (30) days after the termination of this
Sublease, provided there then exists no breach or default of any obligation of
Sublessee. If all or any part of the Security Deposit is applied to an
obligation of Sublessee hereunder, Sublessee shall immediately upon request by
Sublessor restore the Security Deposit to its original amount. Sublessee shall
not have the right to call upon Sublessor to apply all or any part of the
Security Deposit to cure any default or fulfill any obligation of Sublessee,
such use being solely in the discretion of Sublessor. Upon any transfer by
Sublessor of its interest under this Restated Sublease, the Security Deposit may
be delivered by Sublessor to Sublessor's transferee.
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8. Sublessor and Sublessee each represent and warrant to the other
they have not dealt with any broker or other party entitled to a commission
(other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇ & ▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇ of NAI/Hunneman Commercial Company) in the
negotiation and consummation of this Sublease; and in the event of any brokerage
claims against either party predicated upon or arising out of any such dealings,
the party having had such dealings shall defend the other and indemnify and hold
the other harmless from and against all such claims. The commissions due ▇▇▇▇▇ &
▇▇▇▇▇ and NAI/Hunneman Commercial Company shall be the obligation of Sublessor.
9. This Restated Sublease and all of the rights of the Sublessee
hereunder (notwithstanding that this Sublease may have been executed by the
parties hereto) are subject to, and shall have no force and effect whatever
unless and until the Overlandlord consents in writing to both this Restated
Sublease and a contemporaneous fully executed Sublease between Sublessee and
PatientKeeper, Inc. for space on the fourth floor of the building at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ (Brighton), Massachusetts. Sublessor agrees promptly upon the
execution hereof to request such consent from the Overlandlord pursuant to
Section 6.1.6 of the ▇▇▇▇▇▇▇▇▇. In making such request Sublessor will request
Overlandlord to agree to send to Sublessee a copy of any notice of default under
the ▇▇▇▇▇▇▇▇▇ sent to Sublessor; however, Sublessor makes no representation or
warranty that Overlandlord will so agree. In the event the Overlandlord requires
any reimbursement for legal or other fees incurred by Overlandlord in connection
with such consent pursuant to said Section 6.1.6, Sublessor shall pay such fees.
In the event Overlandlord has not consented in writing to this Sublease within
thirty days from the date hereof either party may terminate this Restated
Sublease by written notice to the other given prior to Sublessor's receipt of
such consent from Overlandlord. In such event such termination shall be
Sublessee's only remedy.
10. By its execution hereof, Sublessee acknowledges that it accepts
the Premises "as is" and in their present condition and state of repair.
11. It is agreed that the relationship between, and the rights of
Sublessor and Sublessee shall with respect to enforcement of the provisions of
this Restated Sublease and termination hereof be governed by Article IX of the
▇▇▇▇▇▇▇▇▇ as if they were Landlord and Tenant respectively. Further, Sublessee
shall pay all of Sublessor's actual, out-of-pocket costs of enforcing this
Restated Sublease, including reasonable attorneys' fees. For the purposes of
this paragraph 11, "Annual Rent" shall mean, during the Original Term and the
Extended Term, the rent referred to in paragraph 3 hereof; during the Second
Extended Term, the rent referred to in paragraph 2 hereof.
12. Sublessee agrees, from time to time, upon not less than ten (10)
days' prior written request by Sublessor, to execute, acknowledge and deliver to
Sublessor a statement in writing, addressed to such party as Sublessor shall
designate in its notice to Sublessee, certifying that this Restated Sublease is
unmodified and in full force and effect and that the Sublessee has no defenses,
offsets or counterclaims against its obligations to pay the rent and perform its
other covenants under this Restated Sublease (or, if there have been any
modifications that the same is in full force and effect as modified and stating
the modifications and, if there are any defenses, offsets, counterclaims or
defaults, setting them forth in reasonable detail), the dates to which the rent
have been paid and a statement that to the knowledge of Sublessee, but without
having made any particular inquiry, Sublessor is not in default hereunder (or if
in default, stating the nature of
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such default in reasonable detail). Any statement delivered pursuant to this
Paragraph 13 may be relied upon by any prospective purchaser or mortgagee of the
Sublease Premises.
13. Sublessor agrees from time to time, upon not less than ten (10)
days' prior written request by Sublessee, to execute, acknowledge and deliver to
Sublessee a statement in writing, addressed to such party as Sublessee shall
designate in its notice to Sublessor, certifying that this Restated Sublease is
unmodified and in full force and effect (or, if there have been any
modifications that the same is in full force and effect as modified and stating
the nature of such modifications in reasonable detail), the dates to which the
rent has been paid and a statement that to the knowledge of Sublessor, but
without having made any particular inquiry, Sublessee is not in default
hereunder (or if in default, stating the nature of such default in reasonable
detail). Any statement delivered pursuant to this paragraph 13 may be relied
upon by any prospective purchaser of, or party secured by the interest of
Sublessee herein.
14. The Sublessee agrees not to violate any of the terms and
provisions of the ▇▇▇▇▇▇▇▇▇ or do anything that will subject the ▇▇▇▇▇▇▇▇▇ to
termination by the Overlandlord under the provisions of the ▇▇▇▇▇▇▇▇▇. The
Sublessor agrees not to do anything that will subject the ▇▇▇▇▇▇▇▇▇ to
termination by the Overlandlord under the provisions of the ▇▇▇▇▇▇▇▇▇. In the
event the ▇▇▇▇▇▇▇▇▇ is terminated due to the fault of the Sublessor, the
Sublessor shall be liable for all damages to the Overlandlord pursuant to the
terms of the ▇▇▇▇▇▇▇▇▇, but the foregoing shall not limit any liability of
Sublessee to Sublessor for any default of Sublessee hereunder.
15. Upon reasonable notice and at reasonable times, except in cases
of emergency, in which event no such notice shall be required, Sublessor or its
representatives may enter to view the Premises to assure compliance with the
terms of this Sublease and to show the Premises to prospective purchasers,
lenders and tenants. In so doing Sublessor shall use reasonable efforts to avoid
interfering with the operation of Sublessee's business in the Premises.
16. Sublessee shall not have any right to assign or further sublease
all or any portion of the Premises or permit any other party to use all or any
portion of the same.
17. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed duly served if and when delivered by hand or mailed
by registered, certified or express mail, postage prepaid, return receipt
requested and addressed:
If to Sublessor:
CHORDIANT SOFTWARE, INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
If to Sublessee:
AMICAS, INC.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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With a copy to:
AMICAS, INC.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: General Counsel
Any of the parties named in this Paragraph 18 may change the address for
notices by written notice sent to each of the other persons at the address as
set forth herein.
18. If any provision of this Restated Sublease shall to any extent
be determined by any court of competent jurisdiction to be invalid or
unenforceable for any reason, the parties agree to amend this Restated Sublease
so as to effectuate as nearly as reasonably possible the original intent of the
Sublessor and Sublessee. There are no oral or written agreements between
Sublessor and Sublessee affecting this Restated Sublease. This Restated Sublease
may not be amended, altered, or modified except by an instrument in writing
executed by Sublessor and Sublessee; shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts; and shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. In no event shall Sublessor ever be liable to Sublessee
for any consequential or incidental damages, including, without limitation, loss
of business or loss of profits.
19. The parties acknowledge that pursuant to Section 2.1 of the
▇▇▇▇▇▇▇▇▇ Sublessee will have the right to use forty-seven automobile parking
spaces ("Spaces") in the garage that services the Premises.
20. Except to the extent inconsistent with the terms hereof or
specifically recited herein to the contrary, Sublessee shall have all of the
rights and perform all of the obligations of the tenant under the ▇▇▇▇▇▇▇▇▇ and
Sublessor shall have all of the rights of the landlord under the ▇▇▇▇▇▇▇▇▇, all
as therein provided; however with respect to obligations of the landlord under
the ▇▇▇▇▇▇▇▇▇ which pursuant to the terms hereof inure to the benefit of the
Sublessee, Sublessor's maximum obligation shall be to use diligent efforts to
require the landlord under the ▇▇▇▇▇▇▇▇▇ to perform such obligations after
written notice from Sublessee to Sublessor of such failure to perform such
obligations by the landlord under the ▇▇▇▇▇▇▇▇▇.
In confirmation thereof it is agreed that the Sublessee shall have no
rights in or except as otherwise herein provided) obligations under the
following Articles (and subsidiary portions thereof, herein called "Sections")
of the ▇▇▇▇▇▇▇▇▇ and the same shall have no application to this Sublease:
Sections 2.3; 2.4; 2.5; Article III (in its entirety); Sections 4.1;
4.2; 4.4; 4.5; 4.6; 4.7; 5.1.7 (but the Sublessor will promptly deliver to
Sublessee a copy of any such notice received from the Overlandlord pursuant to
the first sentence of said Section 5.1.7 and will use reasonable efforts to
enforce the provisions of the second and third sentences of said Section
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5.1.7); Section 5.1.8 but in any such case Sublessor will afford Sublessee the
benefit thereof to the extent Sublessor itself has the benefit thereof and has
no damages of its own to satisfy that are inconsistent with damages of the
Sublessee); 5.1.9 (however, Sublessor will provide to Sublessee a copy of any
such notice promptly upon its receipt thereof); 6.1.1; 6.1.6; the second
paragraph of 6.1.8; 8.4; 10.1 (and the recording of any Notice of Lease with
respect to this Restated Sublease or copy of this Restated Sublease, if effected
in either case by Sublessee, shall constitute a default on the part of Sublessee
hereunder); 10.2; 10.9 and 10.11.
As to the following recited Articles and Sections, except as and to the
extent specifically provided below the same shall apply to, and constitute
obligations of Subtenant to be performed in favor of the Sublessor, and also in
favor of the Overlandlord unless otherwise specifically stated to the contrary:
Sections 2.1; 2.2; 4.3; 5.1.1; 5.1.2; 5.1.3; 5.1.4; 5.1.5; 5.1.6; 5.1.10;
5.2; all subsections of Section 5.3 (to the extent a violation thereof is a
violation by Overlandlord and such violation causes damage to Sublessor,
Sublessee acknowledging that the provisions of Section 5.3 "speak" as of the
execution date of the ▇▇▇▇▇▇▇▇▇); 6.1.2; 6.1.3, exclusive of the last paragraph
thereof, Sublessee agreeing however to continuously occupy the premises during
the Original Term, the Extended Term and, if exercised, the Second Extended
Term; 6.1.4; 6.1.5; 6.1.7 (and such indemnity shall also run to Sublessor as
well); the first paragraph of Section 6.1.8; (such insurance coverage shall name
Sublessor as an insured as well as Overlandlord and Sublessee will provide
Sublessor with a certificate evidencing such coverage no later than the
execution date hereof); 6.1.9; 6.1.10; 6.1.11 (and which provision shall also
include such costs if incurred by Sublessor); 6.1.12; 6.1.13; 6.1.14; 6.1.15
(this provision being intended to apply to the Original Term, the Extended Term
and if exercised, the Second Extended Term, and to the rent then payable by
Sublessee hereunder except that in the event Sublessee holds over at the end of
the term of the ▇▇▇▇▇▇▇▇▇, Sublessee shall pay to Sublessor the full amount
Sublessor is required to pay to the Overlandlord under the ▇▇▇▇▇▇▇▇▇; and
further Sublessee in all events shall be and remain liable for all damages
sustained by the Sublessor on account of such holding over including, without
limitation, the loss of any prospective subtenant if such prospective subtenant
otherwise was prepared to occupy the Premises after the expiration of the term
of this Sublease); 6.1.6 (and the indemnification and defense provisions thereof
shall apply to Sublessor as well as the Overlandlord); 6.1.7; all portions of
Section 6.2 except that the same shall refer to the execution of this Restated
Sublease rather than the ▇▇▇▇▇▇▇▇▇; 7.1.1; 7.1.2 (however any election to
terminate the ▇▇▇▇▇▇▇▇▇ shall be that of Sublessor and not Sublessee); 7.1.3;
7.1.4; (except that Sublessee shall not be obligated to repair or restore the
portion of the Premises initially constructed by Overlandlord, regardless of
whether such portion was paid for by Overlandlord or Sublessor) 7.1.5; 7.1.6;
7.1.7 (but the calculation of any rental deduction shall apply to the rental
under this Sublease rather than the ▇▇▇▇▇▇▇▇▇); 7.2 (except that any right to
terminate shall be that of Sublessor and not Sublessee and any abatement or
adjustment of rent shall apply to the rental payable under this Restated
Sublease and not under the ▇▇▇▇▇▇▇▇▇); 8.1; 8.2; 8.5; 8.6; Article IX in its
entirety but as modified and otherwise provided in Paragraph 13 hereof); 10.3;
10.4; 10.5; 10.6; 10.7; 10.8; 10.10; 10.12; and 10.13.
21. Sublessor shall indemnify, defend and hold Sublessee and its
parents, affiliates, shareholders, lenders, directors, agents and employees
harmless from and against all claims, demands, actual losses, obligations,
liabilities, causes of action, suits, judgments, damages and reasonable costs of
defense (including reasonable attorney's fees) caused by any
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negligence or willful misconduct of Sublessor its employees, contractors and
agents to the extent Sublessor otherwise would be liable therefor as a matter of
law.
22. After written notice from Sublessee to Sublessor and the lapse
of a reasonable period of time Sublessee shall have the right, but not the
obligation to cure any default of Sublessor under the ▇▇▇▇▇▇▇▇▇ to the extent a
failure to effect such cure would materially and adversely affect the rights of
the Sublessee hereunder.
WITNESS the execution hereof under seal as of the 8th day of March, 2005.
CHORDIANT SOFTWARE, INC.
By
-------------------------------
▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇, its Chief Operating
Officer and CFO and hereunto duly authorized.
AMICAS, INC.
By
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, its Senior Vice President and
hereunto duly authorized.
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May 29, 2002
Chordiant Software
FURNITURE INVENTORY
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Mass
QTY DESCRIPTION
--- -----------
22 Steelcase Workstations, 8 x 8
5 Steelcase Office Set-ups, 8 x 10
2 Desk with Return, Oak
25 Executive Chair, Black Leather
26 Task Chair, Red
1 Task Chair, Grey
15 Task Chair, Black
1 Task Chair, Purple
11 Side Chair, Grey
10 Side Chair, Black
3 Side Chair, Blue
3 Metal 2 Drawer Lateral File
3 Metal 2 Drawer Lateral File, Cherry Top
1 2 Drawer Lateral File, Oak
1 Laminate Credenza, Grey
1 Laminate Credenza, Black
4 Laminate 2 Shelf Bookcase, Grey
1 Laminate 10' Conference Table, Black
2 6' Oval Table, Cherry
1 Round Table, Oak
1 Laminate Round Table, Black
2 Round Table, Cherry
1 Couch, Purple
1 Wing Chair, Grey
1 End Table, Glass
9 Whiteboards
Misc Extra Steelcase Workstation Parts
May 29, 2002
Chordiant Software
PHONE SYSTEM INVENTORY
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Mass
QTY DESCRIPTION
--- -----------
1 Merlin Legend Base Cabinet and power supply
1 Merlin Legend Expansion Cabinet
1 Merlin Legend release CKE4 Processor
1 Merlin Legend 800 8 Trunk Card
1 Merlin Legend 408 4 Trunk/8 Digital Station Card
1 Merlin Legend 100D T-1/ISDN Circuit Card
1 Merlin Legend 800 DID 8 DID Circuit Card
2 Merlin Legend 016 MLX Card for 16 Digital Stations
1 Merlin Legend 012 12 Port Analog Station
1 Merlin Legend 016 16 Port Analog Station
1 Octel 200 Voice Mail system including 4 ports and 5 hours of storage
1 Avaya MLX-20 Operator Console with Direct Station Selector
32 Avaya MLX-10D Ten Button Sets
1 Avaya 6210 Analog set (in the kitchen)
CONSENT TO SUBLEASE AND FURTHER AGREEMENTS WITH
RESPECT THERETO.
This agreement is made by and between CHORDIANT SOFTWARE, INC., a Delaware
corporation ("Tenant") and BRIGHTON LANDING, LLC (formerly named B.V.
Development, LLC) a Delaware limited liability company ("Overlandlord").
Reference is hereby made to that certain lease (the "▇▇▇▇▇▇▇▇▇") from
Overlandlord to Tenant dated June 9, 2000, relating to certain premises (the
"Premises") on the second floor of the building at 20 Guest Street, in the
Brighton section of Boston, Massachusetts. Reference is further made to that
certain amended and restated sublease (the "Restated Sublease") from Tenant to
AMICAS, Inc., a Delaware corporation ("Subtenant") dated March 8th, 2005, under
which the Premises are subleased to the Subtenant. A copy of the Restated
Sublease is attached hereto. In consideration of the premises and the mutual
covenants hereinafter set forth and for one dollar and other valuable
consideration each party hereto to the other paid, the receipt and sufficiency
of which is hereby acknowledged, it is hereby agreed as follows:
1. Pursuant to Subsection 6.1.6 of the ▇▇▇▇▇▇▇▇▇ the Overlandlord
hereby consents to the Restated Sublease; however, such consent
shall not release Tenant from its continuing primary liability under
the ▇▇▇▇▇▇▇▇▇.
2. The Tenant agrees that in the event the Tenant is in default under
the ▇▇▇▇▇▇▇▇▇ for the non-payment of Annual Base Rent, Tenant's
Share of Excess Property Taxes or Tenant's Share of Excess Operating
Costs (each as defined in the ▇▇▇▇▇▇▇▇▇ and, collectively, "Rent")
after the giving of any required notice thereof and the lapse of any
cure period applicable thereto which default tenant does not contest
on a bona fide basis, then Overlandlord shall have the right while
such default continues (unless prior to the cure thereof the
▇▇▇▇▇▇▇▇▇ has been terminated on account thereof) and so long as
Subtenant is in possession of the Premises to collect all rent then
and thereafter due from the Subtenant to the Tenant under the
Restated Sublease and apply such amounts to the unpaid Rent due
Overlandlord under the ▇▇▇▇▇▇▇▇▇. At the written request of
Overlandlord, Tenant will notify Subtenant that such payments should
be paid to Overlandlord.
3. If the Overlandlord agrees in writing with the Subtenant to accept
the Restated Sublease for the balance of its stated term, then
Tenant shall deliver to Overlandlord the security deposit of
Subtenant under the Restated Sublease which Tenant then holds, and
Overlandlord will then hold such security deposit pursuant to the
terms of the Restated Sublease. In such event upon the delivery of
the said security deposit to the Overlandlord, Tenant shall
thereafter be relieved of any responsibility therefor.
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4. This document may be signed in any number of counterparts, all of
which, when taken together, shall constitute a single integrated
document.
WITNESS the execution hereof under seal this 10th day of March, 2005.
B.V. DEVELOPMENT, LLC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Building Manager
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CHORDIANT SOFTWARE, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Facilities Manager
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ASSENTED TO:
AMICAS, INC.
By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Senior Vice President
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