EXHIBIT 10.19
ELECTRONIC DATA SYSTEMS CORPORATION
STANDARD SUB-SUBLEASE AGREEMENT
THIS SUB-SUBLEASE AGREEMENT (the "Sub-Sublease") is entered into as of the
1st 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
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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: ▇▇-▇▇▇▇▇▇▇
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F. "Sublandlord": ARROW ELECTRONICS, INC.,
SUCCESSOR IN INTEREST TO KIERULFF
ELECTRONICS
G. Address of Sublandlord: ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
H. "Master Landlord": WARLAND INVESTMENTS, LTD., a
California limited partnership
I. Address of Master Landlord: c/o Paul, Hastings, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 127,000 square feet of rentable
area in that certain building, containing approximately 127,000
rentable square feet of space, and located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Building").
K. "Sub-Sublease Term": A period of four (4) years six (6) months,
commencing effective as of the 1st day of January, 1998 (the
"Commencement Date") and expiring on June 30, 2002 (the "Expiration
Date").
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L. "Base Rent": Base Rent shall be as follows:
1. From January 1, 1998 through June 30, 1999, the amount of
$1,841,500.00 per annum, payable in the amount of $153,458.33 per
month, based upon the annual rate of $14.50 per square foot of net
rentable space.
2. From July 1, 1999 through June 30, 2001, the amount of
$2,025,650.00 per annum, payable in the amount of $1168,804.17 per
month, based upon the annual rate of $15.95 per square foot of net
rentable space.
3. From July 1, 2001 through June 30, 2002, the amount of
$2,228,540.00 per annum, payable in the amount of $185,737.50 per
month, based upon the annual rate of $17.55 per square foot of net
rentable space.
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), 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 covered by the Master Lease, it
being agreed that Sub-Subtenant's Proportionate Share is 100%.
N. "Security Deposit": $ -0- , payable by Sub-Subtenant to
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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 $153,459.33,
payable to Sub-Sublandlord. The Security Deposit shall be managed as
more particularly described in Paragraph 9 herein.
O. "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
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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) lease (the
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"Original Lease"), dated June 1, 1984, by and between Master Landlord and
Kierulff Electronics, a division of ▇▇▇▇▇▇▇▇ Incorporated, a Delaware
corporation, predecessor-in-interest to Sublandlord, as tenant, as amended
by First Amendment to Lease (the "First Amendment"), dated January 28, 1985
(the Original Lease and the First Amendment are collectively, the "Master
Lease"), covering certain premises (the "Premises") more particularly
described in the Master Lease; and (b) Sublease
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Agreement (the "Sublease"), dated February 28, 1992, by and between
Sublandlord and Sub-Sublandlord, as subtenant, as amended by (i) First
Amendment to Sublease (the "First Amendment"), dated October 28, 1992; and
(ii) Second Amendment to Sublease (the "Second Amendment"), last dated
September 9, 1997, covering the Sublease Premises (defined 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,
excluding Subsections 5, 16, 17, 18 and 19 of the 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 subtenant under the Sublease and Tenant's under
the Master Lease, 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 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
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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. I
5. WARRANTY BY SUB-SUBLANDLORD. Sub-Sublandlord warrants and represents to
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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 or 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
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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.
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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.
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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.
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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. 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 and the Sublease.
B. Building Taxes, Operating Expenses, Building Utilities and other
Additional Rent. Building Taxes, Operating Expenses, Building
Utilities and Additional Rent 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 and the Sublease. Sub-Subtenant shall pay
Sub-Subtenant's Proportionate Share of Building Taxes, Operating
Expenses, Building Utilities and Additional Rent of any amounts as
provided in the Master Lease and the Sublease.
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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 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
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.
9. SECURITY DEPOSIT. As security for the faithful performance by
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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
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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 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
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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, Master Landlord and Sublandlord 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
surviving entity, the surviving entity continues to conduct the business
conducted by Sub-Subtenant prior to consummation of the transaction.
11. SUB-SUBLANDLORD'S OBLIGATIONS. Sub-Sublandlord shall have no obligation to
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perform any of Master Landlord's or Sublandlord's obligations under the
Master Lease and 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 the Sublease (or required by law);
or (ii) furnishing the electricity to the Sub-Sublease Premises that Master
Landlord and the Sublandlord have agreed to furnish pursuant to the Master
Lease and the Sublease (or required by law); or (iii) making any of the
repairs or restorations that Master Landlord and the Sublandlord has agreed
to make pursuant to the Master Lease and the 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 and the 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 ad the Sublease.
Sub-Subtenant shall have no rights against Sub-Sublandlord arising out of
the Master Landlord's and the Sublandlord's failure to perform any of its
obligations under the Master Lease and 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 or Sublandlord in its failure to perform any of its
obligations under the Master Lease or the Sublease.
12. CONSENTS. Wherever consent by Master Landlord and Sublandlord is required
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under the Master Lease or 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
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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.
13. BUILDING COMPLIANCE. Except as otherwise specified in the Master Lease
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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.
14. HAZARDOUS MATERIALS. a. Subtenant shall not transport, use, store,
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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.
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
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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.
15. LIMITATION OF LIABILITY OF SUB-SUBLANDLORD. In the event Sub-Sublandlord
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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 h) the applicable statute of limitations for notice of such
cause of action, or i) 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 14
have been the subject of active and complete negotiation between the
parties and represent the parties' agreement.
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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Director of Real Estate Title: Vice President
Dated: March 5, 1998 Dated: March 11, 1998
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