or other third parties with respect to all or any portion
of the Expansion Space, Sublessee's rights and option hereunder to sublease the
Expansion Space shall be subject to and subordinate to any subleases,
agreements, rights and/or options granted or entered into as a result of those
discussions.
Sublessee's rights under this Section 19 shall terminate if
Sublessee sublets any portion of the Subleased Premises.
If Sublessee, having the right to do so, properly delivers the Expansion Notice
and exercises its option under this Section 19, then, subject to the provisions
of this Section 19, Sublessee and Sublessor shall execute an amendment to this
Sublease including the Expansion Space in the Subleased Premises on the same
terms as this Sublease, except as follows:
(A)
THE NET RENTABLE SQUARE FEET OF THE SUBLEASED PREMISES SHALL BE
INCREASED BY THE NET RENTABLE SQUARE FEET IN THE EXPANSION SPACE;
(B)
THE PER RENTABLE SQUARE FOOT BASE RENT FOR THE EXPANSION SPACE
SHALL BE EQUAL TO THE GREATER OF (1) THE PRODUCT OF (I) THE RENTABLE SQUARE FEET
IN THE EXPANSION SPACE, MULTIPLIED BY (II) THE PER ANNUM BASE RENT PER RENTABLE
SQUARE FOOT THEN IN EFFECT UNDER THIS SUBLEASE FOR THE ORIGINAL SUBLEASED
PREMISES, AND (2) THE EXPANSION SPACE FAIR MARKET RENTAL VALUE.
FOR PURPOSES OF
THIS SECTION 19, THE EXPANSION SPACE FAIR MARKET RENTAL VALUE SHALL MEAN THE
MARKET RENTAL VALUE PER YEAR FOR THE EXPANSION SPACE AS OF THE DATE OF SUCH
AMENDMENT, AS AGREED BY SUBLESSOR AND SUBLESSEE, ON A TRIPLE NET BASIS, AND
OTHERWISE ON THE TERMS AND CONDITIONS SET FORTH IN THIS SUBLEASE.
IF THE
PARTIES ARE UNABLE TO REACH AGREEMENT THEREON WITHIN THIRTY (30) DAYS AFTER THE
SUBLESSOR'S RECEIPT OF THE EXPANSION NOTICE, THEN THE EXPANSION SPACE FAIR
MARKET RENTAL VALUE SHALL BE DETERMINED IN ACCORDANCE WITH THE PROCEDURES SET
FORTH IN THE SECOND PARAGRAPH OF SECTION B OF EXHIBIT M TO THE MASTER LEASE;
(C)
SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY OF SUCH AMENDMENT,
ANY UNPAID MONTHLY INSTALLMENTS ON ACCOUNT OF THE THEN-EXISTING SECURITY DEPOSIT
SHALL BE ACCELERATED AND PAID TO SUBLESSOR IN A SINGLE LUMP SUM PAYMENT, AND THE
SECURITY DEPOSIT SHALL ALSO BE INCREASED BY AN AMOUNT EQUAL TO NINE (9) MONTHS
OF BASE RENT ALLOCABLE TO THE EXPANSION SPACE, WHICH AMOUNTS, IN THE AGGREGATE,
TOGETHER WITH ANY AMOUNTS PREVIOUSLY PAID TO SUBLESSOR ON ACCOUNT OF THE
SECURITY DEPOSIT, SHALL THEREAFTER BE DEEMED TO CONSTITUTE AND HELD BY SUBLESSOR
AS THE "SECURITY DEPOSIT" UNDER THIS SUBLEASE;
(D)
THE PROPORTIONATE SHARE OF BASE BUILDING OPERATING EXPENSES
ALLOCABLE TO THE SUBLEASED PREMISES AND THE PROPORTIONATE SHARE OF OPERATING
EXPENSES OF THE COMPLEX AND TAXES ALLOCABLE TO THE SUBLEASED PREMISES SHALL BE
PROPORTIONATELY INCREASED;
(E)
THE EXPANSION SPACE SHALL BE DELIVERED TO SUBLESSEE, AND SUBLESSEE
SHALL ACCEPT THE EXPANSION SPACE IN ITS THEN "AS-IS" CONDITION, WITHOUT WARRANTY
OR REPRESENTATION OF ANY KIND OR NATURE (EXPRESS OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE), AND SUBLESSOR SHALL HAVE NO OBLIGATION TO PERFORM ANY WORK
THEREIN (INCLUDING, WITHOUT LIMITATION,