FOOT, IF
ANY, AND (2) ACTUAL OCCUPANCY OF SUCH OCCUPIED SQUARE FOOT FOR THE CONDUCT OF
BUSINESS (SUCH EARLIER DATE, THE "THEATER SURCHARGE COMMENCEMENT DATE").
THE
OBLIGATION TO PAY THE THEATER SURCHARGE IN RESPECT OF A GIVEN OCCUPIED SQUARE
FOOT SHALL CONTINUE UNTIL THE EARLIEST OF (I) THE EXPIRATION OF THE APPLICABLE
SUBLEASE, IF ANY (IT BEING UNDERSTOOD THAT THE OBLIGATIONS TO MAKE PAYMENTS ON
ACCOUNT OF THE THEATER SURCHARGE SHALL RECOMMENCE WHEN THE REQUIREMENTS OF
CLAUSE (1) AND (2) ABOVE ARE AGAIN SATISFIED), (II) THE FIRST DATE ON WHICH NO
ENTITY EXISTS TO EXERCISE THE FUNCTIONS OF A THEATER MANAGEMENT ENTITY AND
(III) THE NINETY-NINTH (99TH) ANNIVERSARY OF THE DELIVERY DATE.
(C)
THEATER SURCHARGE DUE DATES.
THE AGGREGATE THEATER SURCHARGE FOR EACH
LEASE YEAR IN RESPECT TO A GIVEN OCCUPIED SQUARE FOOT SHALL BE PAID, IN ADVANCE,
ANNUALLY TO LANDLORD (TOGETHER WITH THE PILOT PAYMENT DUE PURSUANT TO
SECTION 3.1(C) HEREOF) ON OR PRIOR TO JANUARY 1 OF SUCH LEASE YEAR AND SHALL BE
ACCOMPANIED BY A THEATER SURCHARGE REPORT (IT BEING AGREED THAT THE THEATER
SURCHARGE IN RESPECT OF ANY OCCUPIED SQUARE FOOT FOR WHICH THEATER SURCHARGE
COMMENCEMENT DATE OCCURS AFTER JANUARY 1 SHALL BE PAID, PRO RATA, ON THE BASIS
OF THE
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ACTUAL NUMBER OF DAYS IN SUCH LEASE YEAR AFTER SUCH THEATER SURCHARGE
COMMENCEMENT DATE, WITHIN TWENTY (20) BUSINESS DAYS AFTER THE APPLICABLE THEATER
SURCHARGE COMMENCEMENT DATE).
IF A SUBLEASE FOR ANY OCCUPIED SQUARE FEET SHALL
TERMINATE ON ANY DATE WHICH IS PRIOR TO DECEMBER 31 OF ANY LEASE YEAR, THE
THEATER SURCHARGE FOR SUCH PERIOD SHALL BE PRORATED ACCORDINGLY (AND, IN RESPECT
OF A SUBLEASE THAT IS TERMINATED UNEXPECTEDLY BEFORE DECEMBER 31 OF ANY
APPLICABLE LEASE YEAR, ANY THEATER SURCHARGE PAID IN RESPECT OF THE PERIOD AFTER
SUCH UNEXPECTED TERMINATION WILL BE DEEMED A CREDIT AGAINST THE PAYMENT OF
THEATER SURCHARGE NEXT DUE).
(D)
THEATER SURCHARGE REPORT.
TENANT SHALL DELIVER TO LANDLORD, ALONG WITH
THE ANNUAL THEATER SURCHARGE PAYMENT, A REPORT (THE "THEATER SURCHARGE REPORT")
WHICH SHALL BE A VERIFIED STATEMENT AND WHICH SHALL SET FORTH, TOGETHER WITH
SUPPORT ADEQUATE TO PERMIT LANDLORD TO UNDERTAKE AN INFORMED REVIEW IN RESPECT
THEREOF, (I) IN DETAIL, THE NUMBER OF OCCUPIED SQUARE FEET IN THE DEMISED
PREMISES THAT FORM THE BASIS OF THE THEATER SURCHARGE CALCULATION, (II) THE
APPLICABLE THEATER SURCHARGE COMMENCEMENT DATES RELATED TO EACH OCCUPIED SQUARE
FOOT LISTED IN CLAUSE (I) ABOVE, (III) THE APPLICABLE THEATER SURCHARGE FACTOR
(I.E., $0.15 IN THE YEAR 2000) AS ADJUSTED FOR INFLATION, AND (IV) THE
CALCULATION OF THEATER SURCHARGE FOR THE APPLICABLE LEASE YEAR.
(E)
INDEPENDENT CALCULATION.
THE CALCULATION OF THE AMOUNT OF THEATER
SURCHARGE FOR ANY LEASE YEAR SHALL BE INDEPENDENT OF THE CALCULATION FOR ANY
OTHER LEASE YEAR.
THE ACCEPTANCE OF ANY THEATER SURCHARGE PAYMENT TENDERED BY
TENANT SHALL BE WITHOUT PREJUDICE TO LANDLORD'S RIGHT TO ANY FURTHER SUMS
SUBSEQUENTLY SHOWN TO BE DUE FOR THE SAME PERIOD.
(F)
SUBLEASING TO RELATED ENTITY.
NO SUBLEASING BY TENANT FOR THE ACTUAL
OCCUPANCY OF THE DEMISED SPACE TO