EXHIBIT 10.18
ELECTRONIC DATA SYSTEMS CORPORATION
STANDARD SUB-SUBLEASE AGREEMENT
THIS SUB-SUBLEASE AGREEMENT (the "Sub-Sublease") is entered into as of 1st
the day of January, 1998, by and between the Sub-Sublandlord and Sub-Subtenant
hereinafter named. Upon the terms and conditions hereinafter set forth, the
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,
formerly a Texas corporation
B. Address of Sub-Sublandlord: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇-▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: Real Estate Leasing
C. "Sub-Subtenant": UNIGRAPHIC SOLUTIONS INC., a Delaware
corporation
D. Address of Sub-Subtenant: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
E. Sub-Subtenant Federal Tax ID: ▇▇-▇▇▇▇▇▇▇
F. "Sublandlord": ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION, a
Maryland corporation
G. Address of Sublandlord:
If mailed: ▇.▇. ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If delivered: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Real Estate Management
H. "Master Landlord": DUKE REALTY INVESTMENTS, INC., a
_________ limited partnership
I. Address of Master Landlord: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 86,415 square feet of rentable
area (the "Sublease Premises"), being 27.75% of the Premises
(hereafter defined) in the amount of 311,319 square feet of rentable
area, located in that
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certain building located at Riverport Building, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Building").
K. "Sub-Sublease Term": A period of three (3) years nine (9) months,
commencing effective as of the 1st day of January, 1998 (the
"Commencement Date") and expiring on September 30, 2001 (the
"Expiration Date").
L. "Base Rent": Base Rent shall be composed of base rent and all rent
escalations, pass-through utility charges, operating expenses, taxes
and insurance payable by Sub-Sublandlord to Sublandlord under the
Sublease (hereafter defined). Base Rent shall in no event include
costs related to after hours HVAC which shall be the responsibility
of Sub-Subtenant. Base Rent shall be payable in the following amounts
throughout the Sublease Term:
Rate per
Year Square Foot Annual Rent Monthly Rent
---- ------------- ----------- ------------
1998 $20.50 $1,771,507.50 $147,625.63
1999 $21.01 $1,815,579.15 $151,298.26
2000 $21.54 $1,861,379.10 $155,114.93
2001 $22.08 $1,908,043.20 $159,003.60
M. "Security Deposit": $ -0- , payable by Sub-Subtenant to
Sub-Sublandlord upon the execution and delivery by Sub-Subtenant of
this Sub-Sublease. Notwithstanding the foregoing, if Sub-Sublandlord
maintains less than 50% interest in the stock of Sub-Subtenant at any
time during the term or any renewal term, if any, Sub-Subtenant shall
be required to pay a Security Deposit in the amount of $147,625.63,
payable to Sub-Sublandlord. The Security Deposit shall be managed as
more particularly described in Paragraph 9 herein.
N. "Property": That certain real property more particularly described
on EXHIBIT "A-1" attached hereto and incorporated herein by
reference.
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
further (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, the Sublease or the Master Lease).
3. MASTER LEASE. This Sub-Sublease is subject to that certain (a) MDSI
Riverport Lease (the "Original Lease"), dated June 20, 1990, by and between
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Riverport Building Joint Venture, a Missouri general
partnership ("▇▇▇▇▇▇▇▇▇ Riverport"), as landlord, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporation, a Maryland corporation ("▇▇▇▇▇▇▇▇▇"), as tenant, as assigned
by Assignment (the "Assignment"), dated effective ________, 1997, from
▇▇▇▇▇▇▇▇▇ Riverport to Master Landlord (the Original Lease and the
Assignment are collectively, the "Master Lease"), covering certain premises
(the "Premises"), more particularly described in the Master Lease; and (b)
Sublease (the "Sublease"), dated November 1, 1991,
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by and between ▇▇▇▇▇▇▇▇▇, as sublandlord, and Sub-Sublandlord, as
subtenant; covering certain sublease premises (the "Sublease Premises")
more particularly described in the Sublease. 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 Sub-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. 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 rights as tenant under the
Master Lease or subtenant under the Sublease. In the event the specific
terms of this Sub-Sublease are in conflict with the terms of the Master
Lease and 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
nor the Sublease has 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, 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 Master Lease and 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 as set
forth on EXHIBIT "C", attached to the Master Lease and the Sublease, which
Master Landlord and Sublandlord may reasonably 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
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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 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.
B. Late Charge. In the event that any monthly installment of the Base
Rent 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 business 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
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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.
C. 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.
9. SECURITY DEPOSIT. As security for the faithful performance by
Sub-Subtenant of all of its obligations under this Sub-Sublease and for the
payment of any damages to which Sub-Sublandlord may be entitled in the
event of a default by Sub-Subtenant hereunder, Sub-Subtenant will deposit
with Sub-Sublandlord the Security Deposit. The Security Deposit shall be
returned to Sub-Subtenant by Sub-Sublandlord without interest, 30 days
after the expiration of the Sub-Sublease Term, or renewal thereof, if
applicable, provided that Sub-Subtenant has fully and faithfully carried
out all of the terms, covenants and conditions under this Sub-Sublease, the
Master Lease and the Sublease. If Sub-Subtenant defaults with respect to
any provision of this Sub-Sublease, including, but not limited to, the
provisions relating to the payment of the Rent, Sub-Sublandlord shall have
the right, but shall not be required to, at any time during the
Sub-Sublease Term to use, apply or retain all or any part of the Security
Deposit: a) for the payment of any of the Rent or any other sum in
default; and/or b) for the payment of any other amount which
Sub-Sublandlord may spend or become obligated to spend by reason of
Sub-Subtenant's default, and/or c) to cure any default of Sub-Subtenant,
and if Sub-Sublandlord does so, Sub-Subtenant shall, upon demand,
immediately deposit with Sub-Sublandlord an additional sum to make the sum
equal to the original Security Deposit amount, so that Sub-Sublandlord
shall have the full Security Deposit available throughout the Sub-Sublease
Term.
10. 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), which may be withheld without cause.
Sub-Subtenant shall not be in default under the terms and conditions of
this Sub-Sublease, the Master Lease or the Sublease 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 d) the name of the proposed assignee, sublessee, or occupant,
e) the nature of the proposed assignee's, sublessee's or occupant's
business to be carried on in the Sub-Sublease Premises, f) a copy of the
proposed assignment or Sub-Sublease, and g) 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 consent. 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, sale of stock or 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
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surviving entity, the surviving entity continues to conduct the business
conducted by Sub-Subtenant prior to consummation of the transaction.
11. 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 and employers liability coverage with limits
of not less than $250,000.00, and naming Sub-Sublandlord, Sublandlord and
Master Landlord as additional insureds, as their interest may appear. The
insurance policy shall be written by good and solvent insurance companies
able to do business in Missouri, and reasonably satisfactory to
Sub-Sublandlord, Sublandlord and Master Landlord, if required by the
Sublease and 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 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.
12. SUB-SUBLANDLORD'S OBLIGATIONS. Sub-Sublandlord shall have no obligation to
perform any of Master Landlord's obligations under the Master Lease and
Sublandlord under the Sublease, including, without limitation, (i)
providing any of the services that Master Landlord has agreed to provide
pursuant to the Master Lease (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 has agreed to make
pursuant to the Master Lease (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 and 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 and 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 the Sublease. Sub-Subtenant shall have the right to institute an
action under the provisions of the Master Lease and the Sublease 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, Sublandlord 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 and the Sublease, and will execute all documents reasonably necessary
to enable Sub-Subtenant to pursue Master Landlord and the Sublandlord in
its failure to perform any of its obligations under the Master Lease and
the Sublease.
13. CONSENTS. Wherever consent by Master Landlord and Sublandlord is required
under the Master Lease and 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
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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.
14. 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 will not exceed, in the aggregate, the total amount actually
to be paid by Sub-Subtenant to Sub-Sublandlord under this Sub-Sublease
during the term of this Sub-Sublease. In no event will the measure of
damages 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
the cause of action shall have accrued. Sub-Sublandlord and Sub-Subtenant
expressly acknowledge that the limitations contained in this Paragraph 15
have been the subject of active and complete negotiation between the
parties and represent the parties' agreement.
15. BUILDING COMPLIANCE. Except as otherwise specified in the Master Lease
with regard to repairs and alterations or building compliance, Subtenant
will be solely responsible for the compliance of the Sublease Premises with
the laws, statutes, ordinances, rules and regulations pertaining to
accessibility and accommodation for persons with disabilities, including
the removal of architectural and transportation barriers, if necessary. In
addition, Subtenant acknowledges and agrees not to use the Sublease
Premises in violation of any federal, state or local law, ordinance or
regulation relating to health and safety.
16. HAZARDOUS MATERIALS. a. Subtenant shall not transport, use, store,
maintain, generate, manufacture, handle, dispose, release, or discharge any
Hazardous Material (as hereinafter defined) upon or about the Sublease
Premises or the Building, nor permit Subtenant's employees, agents,
contractors and other occupants of the Sublease Premises to engage in such
activities upon or about the Sublease Premises or the Building. However,
the foregoing provisions shall not prohibit the transportation to and from,
and use, storage, maintenance, and handling within, the Sublease Premises
or the Building of substances customarily used in similar buildings
provided: (i) such substances shall be used and maintained only in such
quantities as are reasonably necessary for Subtenant's permitted use of the
Sublease Premises, strictly in accordance with the any and all applicable
laws, statutes, codes, ordinances, rules or regulations (the "Law") and the
manufacturers' instructions therefor; (ii) such substances may be disposed
of, released, or discharged at the Sublease Premises if permitted by and in
compliance with the Law and shall be transported to and from the Sublease
Premises in compliance with the Law and as Sublandlord or Master Landlord
shall reasonably require, (iii) if the Law or Master Landlord's trash
removal contractor requires that any such substances from the Sublease
Premises be disposed of separately from ordinary trash, Subtenant shall
make arrangements at Subtenant's expense for such disposal directly with a
qualified and licensed disposal company at a lawful disposal site (subject
to reasonable scheduling and approval by Master Landlord), and shall ensure
that disposal occurs frequently enough to prevent unnecessary storage or
accumulation of such substances in the Sublease Premises, and (iv) any
remaining such substances shall be completely, properly and lawfully
removed by Subtenant from the Sublease Premises and the Building upon
expiration or earlier termination of this Sublease or Subtenant's right to
possession.
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b. The term "Hazardous Materials" for purposes hereof shall mean any
chemical, substance, material, or waste, or component thereof, whether in a
solid, liquid or gaseous state, which is now or hereafter listed, defined,
or regulated as a hazardous or toxic chemical, substance, material, or
waste, or component thereof, by any federal, state, or local governing or
regulatory body having jurisdiction, or which would trigger any employee or
community "right-to-know" requirements adopted by any such body, or for
which any such body has adopted any requirements for the preparation or
distribution of any material safety data sheet, issued by the manufacturer
therefor, written information concerning the removal, transportation, and
disposal of the same, and such other information as the requesting party
may reasonably require or as may be required by the Law, including, without
limitation, (a) the Resource Conservation and Recovery Act of 1976, 42
U.S.C. (S) 6901 et seq, as amended from time to time, and regulations
promulgated thereunder; (b) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. (S) 9601 et seq, as
amended from time to time, and regulations promulgated thereunder; (c)
Federal Water Pollution Control Act/Clean Water Act, 33 U.S.C. (S) 1251 et
seq.; (d) Clean Air Act, 42 U.S.C. (S) 7901 et seq.; (e) Toxic Substances
Control Act, 15 U.S.C. (S) 2601 et seq.; (f) the Hazardous Materials
Transportation Act, 49 U.S.C. (S)(S) 1801 et seq.; and in the regulations
adopted and publications promulgated pursuant to said laws; and in any
revised or successor code thereto.
c. Subtenant shall indemnify, defend (using counsel approved by
Sublandlord) and hold harmless Sublandlord and Master Landlord, their
respective directors, officers, employees and agents, and any successors to
Sublandlord's interest in the Sublease Premises, Master Landlord's interest
in and to the Building (including the Sublease Premises) and the Property,
and , their directors, officers, employees and agents, from and against any
and all liability (i) including all foreseeable and all unforeseeable
consequential damages, directly or indirectly arising out of the use,
generation or storage of Hazardous Materials by Subtenant in or about the
Sublease Premises and (ii) including, without limitation, the cost of any
required or necessary repair, cleanup, or detoxification and the
preparation of any closure or other required plans, to the full extent that
such action is attributable, directly or indirectly, to the presence or
used, generation, storage, release, or threatened release or spill of
Hazardous Materials by any person in, on or around the Sublease Premises or
the Building or the Property. Subtenant's obligations pursuant to the
foregoing indemnity shall survive the expiration or earlier termination of
the Sublease Term.
IN WITNESS WHEREOF, this Sub-Sublease is executed as of the date first
written above.
SUB-SUBLANDLORD: SUB-SUBTENANT:
ELECTRONIC DATA SYSTEMS CORPORATION UNIGRAPHICS SOLUTIONS INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Director of Real Estate Title: Vice President
Dated: March 5, 1998 Dated: March 11, 1998
8