HERETO AND INCORPORATED HEREIN BY REFERENCE, PROVIDED
THAT AT ALL TIMES (I) SUBTENANT COMPLIES WITH ALL LOCAL, STATE, AND FEDERAL LAWS
AND REGULATIONS RELATING THERETO AND (II) SUBTENANT OTHERWISE DOES NOT VIOLATE
THE PROVISIONS OF THE OVERLEASE.
THE FOREGOING SENTENCE IS EXPRESSLY MADE PART
OF THE PERMITTED USE REFERENCED IN SECTION 5.1 OF THE OVERLEASE.
3.
CONDITION OF THE PREMISES.
SUBLANDLORD SHALL DELIVER THE
PREMISES IN ITS "BROOM CLEAN", "AS IS", "WHERE IS" CONDITION ON THE TERM
COMMENCEMENT DATE (AS DEFINED BELOW) WITH ALL FURNITURE AND EQUIPMENT REMOVED
THEREFROM EXCEPT FOR: (A) THE SUBLEASED FURNITURE, AS DEFINED IN SECTION 28
BELOW; AND (B) ANY FURNITURE OR EQUIPMENT WHICH SUBTENANT HAS PURCHASED FROM
SUBLANDLORD SHOWN AS PURCHASED ITEMS ON EXHIBIT B, ATTACHED HERETO AND
INCORPORATED HEREIN BY REFERENCE.
SUBTENANT REPRESENTS THAT IT HAS THOROUGHLY
EXAMINED THE BUILDING AND THE PREMISES AND THAT THE SAME ARE ACCEPTED BY
SUBTENANT IN THEIR "BROOM CLEAN", "AS IS", "WHERE IS" CONDITION.
4.
TERM.
THE TERM OF THIS SUBLEASE SHALL COMMENCE ON DECEMBER 9,
2008 (EXCEPT IN THE EVENT OF A CASUALTY TO THE PREMISES) (WHICH DATE OF
COMMENCEMENT SHALL HEREAFTER BE CALLED THE "TERM COMMENCEMENT DATE"), AND SHALL
END ON JULY 31, 2010, OR ON SUCH EARLIER DATE UPON WHICH SAID TERM MAY EXPIRE OR
BE TERMINATED PURSUANT TO ANY OF THE CONDITIONS OR LIMITATIONS OR OTHER
PROVISIONS OF THIS SUBLEASE OR PURSUANT TO LAW (WHICH DATE FOR THE TERMINATION
OF THE TERM HEREOF SHALL HEREAFTER BE CALLED THE "TERMINATION DATE"); PROVIDED
THAT, NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION CONTAINED HEREIN TO
THE CONTRARY, THE TERM OF THIS SUBLEASE SHALL NOT COMMENCE UNLESS AND UNTIL
OVERLANDLORD, SUBLANDLORD, AND SUBTENANT HAVE EXECUTED THE TRI-PARTY AGREEMENT.
FOR PURPOSES OF THIS SUBLEASE, TERMINATION DATE SHALL BE USED INTERCHANGEABLY
WITH THE TERM "LEASE EXPIRATION DATE" OR "EXPIRATION DATE" AS USED IN THE
OVERLEASE.
SUBTENANT SHALL HAVE NO OPTIONS TO EXTEND OR RENEW THE TERM HEREOF.
5.
YEARLY BASE RENT.
THE SUBTENANT SHALL PAY TO THE SUBLANDLORD
FROM AND AFTER THE TERM COMMENCEMENT DATE, AS YEARLY BASE RENT, THE SUM OF
$625,656.50 PAYABLE IN EQUAL CONSECUTIVE MONTHLY INSTALLMENTS OF $52,138.04 (THE
"MONTHLY BASE RENT") EACH IN ADVANCE ON THE FIRST (1ST) BUSINESS DAY OF EACH
CALENDAR MONTH DURING THE TERM OF THIS SUBLEASE.
THE YEARLY BASE RENT IS BASED
UPON AN ANNUAL RATE OF $24.50 PER SQUARE FOOT ON THE AREA OF THE SUBLET
PREMISES.
IF THE TERM COMMENCEMENT DATE IS A DAY OTHER THAN THE FIRST DAY OF A
CALENDAR MONTH, THEN THE SUBTENANT SHALL PAY UPON THE TERM COMMENCEMENT DATE A
PORTION OF THE YEARLY BASE RENT PRO RATED ON A PER DIEM BASIS FROM THE TERM
COMMENCEMENT DATE TO THE END OF THE MONTH IN WHICH THE TERM COMMENCEMENT DATE
OCCURS.
6.
ADDITIONAL RENT.
IN ADDITION TO YEARLY BASE RENT, SUBTENANT
SHALL PAY TO SUBLANDLORD, ON ACCOUNT OF OPERATING EXPENSES AND REAL ESTATE TAXES
AS CONTEMPLATED BY ARTICLE 4 OF THE OVERLEASE, FROM AND AFTER THE TERM
COMMENCEMENT DATE, SUBTENANT'S PROPORTIONATE SHARE, AS DEFINED BELOW, OF