O U N D. 1. The Borrower has previously elected to become a contracting member of the California Public Employees’ Retirement System (“PERS”), and under its contract with PERS (the “PERS Contract”), the Borrower is obligated to make certain payments to PERS in respect of retired safety employees under the Side Fund program of PERS which amortizes such obligations over a fixed period of time (the “PERS Side Fund Obligations”).
O U N D. The Board of Directors of the Corporation has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Corporation outstanding at the Close of Business (as hereinafter defined) on May 5, 2005 (the “Record Date”). Each Right originally is a right to purchase one one-thousandth (1/1000th) of a share of Preferred Stock (as hereinafter defined) upon the terms and subject to the conditions herein set forth. The Board of Directors has further authorized and directed the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as those terms are hereinafter defined) or as provided in Section 22 of this Agreement.
O U N D. The Building is a six story office building of which Tenant is the sole tenant and occupant pursuant to the Lease. The Garage which is associated with the Building is three stories and Tenant has the exclusive use of the Garage pursuant to the Lease. Each floor of the Building is occupied by different divisions or work units of Tenant who work independently of each other on the development and commercial release of interactive software games. The work and release schedules applicable to Tenant’s various divisions and work units are rigidly incorporated into all aspects of Tenant’s business. It is the express intent of Tenant that the work described in this Work Letter to be performed by Landlord in the Building shall be accomplished on a floor by floor basis in accordance with a schedule which has been initially established by Tenant. Each work unit on each floor within the Building shall be temporarily relocated elsewhere within the Premises while the work to such floor is being done. Each such work unit will move back into its floor when the work on its floor is substantially completed with the next work unit being relocated thereafter. Relocations shall be accomplished over a weekend in each case. Notwithstanding the foregoing, based upon the work and release schedules applicable to Tenant’s various divisions and work units, a delay in Landlord’s completion of Landlord’s Work on a particular floor may result in a delay in the schedule for the relocation for the work unit on such floor and/or the temporary relocation elsewhere within the Premises for the work unit on the next floor, which relocation delay may extend beyond the delay in Landlord’s completion of Landlord’s Work on such floor, but in no event shall such relocation delay last longer than fifteen (15) days. Accordingly, such work unit may not be able to return to its floor when the work on its floor is substantially completed and the work unit next scheduled to be relocated elsewhere within the Premises may not be able to be relocated upon the substantial completion of Landlord’s Work on the prior floor, for a period of up to fifteen (15) days. This Work Letter sets forth the rights, duties, covenants and obligations of Landlord and Tenant with respect to Landlord’s Work, including the development, preparation, review and approval of all plans and specifications for Landlord’s Work and the engineering, construction and installation of Landlord’s Work, and will contemplate that the performance...
