ARTICLE III
TERM
SECTION 3.01.
LEASE TERM.
(A)
COMMENCEMENT DATE.
THE TERM OF THIS LEASE ("LEASE TERM") SHALL BE
FOR FIVE (5) YEARS AND SIX (6) MONTHS BEGINNING ON THE EARLIER OF (I) THE DATE
THE PREMISES ARE "READY FOR OCCUPANCY", OR (II) THE DATE ON WHICH LESSEE FIRST
OCCUPIES OR CONDUCTS BUSINESS AT THE PREMISES (THE "COMMENCEMENT DATE") PROVIDED
THAT, FOR EACH DAY THAT ANY ACT OR OMISSION BY LESSEE CAUSES THE CONSTRUCTION
SCHEDULE FOR TENANT IMPROVEMENTS TO BE DELAYED (COLLECTIVELY "LESSEE DELAY"),
THE COMMENCEMENT DATE SHALL OCCUR ONE (1) DAY IN ADVANCE OF THE DATE THE
PREMISES ARE READY FOR OCCUPANCY FOR EACH SUCH DAY OF DELAY, PROVIDED THAT, IN
NO EVENT SHALL LESSEE DELAY BE USED TO ADVANCE THE COMMENCEMENT DATE TO A DATE
EARLIER THAN JANUARY 1, 2007.
FOR EXAMPLE, IF SEVEN (7) DAYS OF LESSEE DELAY
CAUSES THE DATE THE PREMISES ARE READY FOR OCCUPANCY TO OCCUR ON JANUARY 8, 2007
RATHER THAN JANUARY 1, 2007, THE COMMENCEMENT DATE SHALL BE JANUARY 1, 2007 FOR
ALL PURPOSES, INCLUDING PAYMENT OF BASE RENT AND ADDITIONAL RENT.
THE LEASE
TERM SHALL EXPIRE, UNLESS SOONER TERMINATED OR EXTENDED AS PROVIDED HEREIN, ON
THE DATE WHICH COMPLETES FIVE (5) YEARS AND SIX (6) MONTHS AFTER THE
COMMENCEMENT DATE OCCURS OR IS DEEMED TO HAVE OCCURRED ("EXPIRATION DATE"), E.G.
IF THE DATE ON WHICH THE PREMISES ARE READY FOR OCCUPANCY IS OR IS DEEMED TO BE
JANUARY 1, 2007, THE LEASE TERM SHALL EXPIRE ON JUNE 30, 2012 AND IF THAT DATE
IS JANUARY 3, 2007, THE LEASE TERM SHALL EXPIRE ON JULY 2, 2012.
THE PARTIES
SHALL EXECUTE A "MEMORANDUM OF COMMENCEMENT OF LEASE TERM" WHEN THE COMMENCEMENT
DATE BECOMES KNOWN, WHICH SHALL INCLUDE A CERTIFICATION OF THE ACTUAL RENTABLE
AREA OF THE PREMISES DETERMINED BY THE METHODOLOGY DESCRIBED IN SECTION 2.01.
AND THE ACTUAL MONTHLY INSTALLMENTS OF BASE RENT TO BE PAID PURSUANT TO SECTION
4.01., AND SHALL BE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT "E."
(B)
SCHEDULED COMMENCEMENT DATE.
LESSOR SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE DATE THE PREMISES ARE READY FOR OCCUPANCY TO BE
NO LATER THAN JANUARY 1, 2007 ("SCHEDULED COMMENCEMENT DATE").
IF THE PREMISES
ARE NOT READY FOR OCCUPANCY ON OR BEFORE THE SCHEDULED COMMENCEMENT DATE, THIS
FAILURE SHALL NOT AFFECT THE VALIDITY OF THIS LEASE OR THE OBLIGATIONS OF LESSEE
UNDER IT.
IF THE COMMENCEMENT DATE IS ADJUSTED FOR DELAY FROM ANY CAUSE, THE
EXPIRATION DATE SHALL BE LIKEWISE ADJUSTED FOR A LIKE PERIOD.
SECTION 3.02.
LESSOR TERMINATION RIGHT.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS LEASE, LESSOR SHALL HAVE THE ONE-TIME RIGHT TO
TERMINATE THIS LEASE, PROVIDED THAT LESSOR DELIVERS WRITTEN NOTICE OF SUCH
TERMINATION ("LESSOR TERMINATION NOTICE") TO LESSEE ON OR BEFORE SEPTEMBER 1,
2006, TIME BEING OF THE ESSENCE.
IF LESSOR TIMELY TERMINATES THIS LEASE
PURSUANT TO THE TERMS OF THIS SECTION 3.02., THEN THIS LEASE SHALL AUTOMATICALLY
TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT, AND LESSOR AND LESSEE SHALL BE
RELIEVED