OTHERWISE PREPARE THE PREMISES, THE
BUILDING OR THE LAND FOR TENANT'S OCCUPANCY.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, NEITHER LANDLORD NOR LANDLORD'S AGENTS HAVE MADE ANY REPRESENTATIONS OR
PROMISES WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING OR THE PROPERTY.
NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY HEREIN, TENANT'S TAKING OF
POSSESSION OF THE PREMISES AS OF THE COMMENCEMENT DATE SHALL CONSTITUTE TENANT'S
ACKNOWLEDGMENT THAT THE PREMISES AND THE BUILDING ARE IN GOOD CONDITION.
3.4
POSSESSION OF THE PREMISES WILL BE DELIVERED TO TENANT ON THE
COMMENCEMENT DATE, WHICH DATE IS SUBJECT TO EXTENSION DUE TO FORCE MAJEURE AND
TENANT DELAYS, BROOM CLEAN, VACANT (EXCEPT FOR THE PERSONALTY) AND FREE OF
PERSONAL PROPERTY (OTHER THAN THE PERSONALTY) AND
F-7
RUBBISH.
IF LANDLORD DOES NOT, FOR ANY REASON, DELIVER POSSESSION OF THE
PREMISES ON OR BEFORE THE COMMENCEMENT DATE, LANDLORD SHALL NOT HAVE ANY
LIABILITY THEREFOR, AND THIS LEASE SHALL NOT BE RENDERED VOID OR VOIDABLE.
TENANT SHALL NOT BE ENTITLED TO USE OR OCCUPY ANY PORTION OF THE PREMISES FOR
CONDUCT OF TENANT'S BUSINESS PRIOR TO SUBSTANTIAL COMPLETION OF THE TENANT
IMPROVEMENT WORK WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT, UNLESS OTHERWISE
EXPRESSLY PROVIDED IN THIS LEASE.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT
TENANT COMPLETES ALL TENANT IMPROVEMENT WORK AND RECEIVES ALL NECESSARY
GOVERNMENTAL APPROVALS FOR TENANT'S OCCUPANCY (INCLUDING, WITHOUT LIMITATION, A
CERTIFICATE OF OCCUPANCY) PRIOR TO THE RENT COMMENCEMENT DATE, TENANT SHALL BE
PERMITTED TO OCCUPY THE PREMISES PRIOR TO THE RENT COMMENCEMENT DATE WITHOUT
PAYMENT OF BASE RENT HEREUNDER, PROVIDED, HOWEVER, TENANT SHALL BE REQUIRED TO
PAY ANY AND ALL "ADDITIONAL RENT" AS SET FORTH IN ARTICLE IV HEREIN.
ARTICLE IV
RENT
4.1
FROM AND AFTER THE RENT COMMENCEMENT DATE, TENANT SHALL PAY THE
BASE RENT IN TWELVE (12) EQUAL MONTHLY INSTALLMENTS IN ADVANCE ON THE FIRST DAY
OF EACH MONTH, WITHOUT ANY OFFSET, ABATEMENT, DEFENSE, CLAIM, COUNTERCLAIM OR
DEDUCTION WHATSOEVER.
SIMULTANEOUSLY WITH TENANT'S EXECUTION OF THIS LEASE,
TENANT SHALL PAY AN AMOUNT EQUAL TO ONE HUNDRED THOUSAND AND 00/100 DOLLARS
($100,000.00), WHICH AMOUNT SHALL BE CREDITED TOWARD THE MONTHLY INSTALLMENT OF
BASE RENT AND ADDITIONAL RENT PAYABLE FOR THE FIRST FULL CALENDAR MONTH OF THE
TERM.
IF THE RENT COMMENCEMENT DATE IS NOT THE FIRST DAY OF A CALENDAR MONTH,
THEN THE BASE RENT FROM THE RENT COMMENCEMENT DATE UNTIL THE FIRST DAY OF THE
FOLLOWING CALENDAR MONTH SHALL BE PRORATED ON A PER DIEM BASIS AT THE RATE OF
ONE-THIRTIETH (1/30TH) OF THE MONTHLY INSTALLMENT OF THE BASE RENT PAYABLE
DURING THE FIRST LEASE YEAR, AND TENANT SHALL PAY SUCH PRORATED INSTALLMENT OF
THE BASE RENT ON OR BEFORE THE RENT COMMENCEMENT DATE.
IF THE EXPIRATION DATE
OF THIS LEASE IS NOT THE LAST DAY OF A CALENDAR MONTH (OTHER THAN BY REASON OF
TENANT'S DEFAULT), THEN BASE RENT FOR SUCH MONTH SHALL BE PRORATED ON A PER DIEM
BASIS AT THE RATE OF ONE-THIRTIETH (1/30TH) OF THE MONTHLY INSTALLMENT OF THE
BASE RENT PAYABLE DURING THE LEASE YEAR IN WHICH THE LEASE TERMINATES.
4.2
(A)
ANY