THE DELIVERY BY SUBLESSEE TO SUBLESSOR OF
THE WRITTEN NOTICE OF ITS ELECTION TO TERMINATE THIS SUBLEASE
WITH OR WITHOUT
WRITTEN NOTICE FROM SUBLESSEE TO SUBLESSOR AS PROVIDED FOR IN THIS
SECTION 2.1(D)(I), SUBLESSEE SHALL RECEIVE A CREDIT AGAINST THE BASE RENT AND
ADDITIONAL RENT PAYABLE UNDER THIS SUBLEASE IN THE AMOUNT OF TWO (2) DAYS OF
FREE RENT FOR (A) EVERY DAY FROM THE FIRST PHASE OUTSIDE DELIVERY DATE UNTIL THE
LATER TO OCCUR OF THE FIRST PHASE DELIVERY DATE AND THE DATE THE PRIME LEASE
APPROVALS ARE DELIVERED FOR THE FIRST PHASE, AND (B) EVERY DAY FROM THE SECOND
PHASE OUTSIDE DELIVERY DATE UNTIL THE SECOND PHASE DELIVERY DATE, WITH RESPECT
TO THE SECOND PHASE.
NOTHING HEREIN SHALL LIMIT SUBLESSEE'S RIGHT TO BE AWARDED
ITS ATTORNEYS FEES AND COSTS IN ENFORCING THIS PROVISION.
(II)
SUBLESSOR SHALL KEEP SUBLESSEE PROMPTLY
INFORMED OF ALL DEVELOPMENTS IN CONNECTION WITH THE CONSTRUCTION OF THE
SUBLESSOR'S WORK FOR EACH PHASE, INCLUDING PERIODIC UPDATES (WRITTEN PROGRESS
REPORTS) AS TO THE STATUS OF CONSTRUCTION, CITY INSPECTIONS AND DEVELOPMENTS
RELATING TO THE BUILD-OUT OF THE SUBLEASED PREMISES SUCH THAT SUBLESSEE WILL BE
ABLE TO ACCURATELY MEASURE THE PROGRESS AND COMPLETION OF SUCH WORK.
SUBLESSEE
SHALL BE ENTITLED TO SEND A REPRESENTATIVE TO ATTEND ALL MEETINGS REGARDING
CONSTRUCTION AND SCHEDULING.
IN ADDITION, SUBLESSOR SHALL USE ALL COMMERCIALLY
REASONABLE EFFORTS TO PROVIDE TO SUBLESSEE FIFTEEN (15) DAYS' ADVANCE NOTICE AS
TO THE EXPECTED DELIVERY DATE OF THE FIRST PHASE AND SECOND PHASE, RESPECTIVELY.
(III)
IN THE EVENT OF A TERMINATION OF THIS
SUBLEASE PURSUANT TO THIS SECTION 2.1, SUBLESSEE SHALL SURRENDER THAT PORTION OF
THE SUBLEASED PREMISES SO TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 2.1 AND IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS SUBLEASE
WITH RESPECT TO VACATION AND SURRENDER OF THE SUBLEASED PREMISES.
THIS SUBLEASE
SHALL THEREUPON TERMINATE WITH RESPECT TO SUCH PORTIONS OF THE SUBLEASED
PREMISES INCLUDED IN THE TERMINATION NOTICE AS OF THE EFFECTIVE DATE OF SUCH
TERMINATION AS IF SUCH DATE WERE THE ORIGINALLY SPECIFIED EXPIRATION DATE FOR
SUCH PORTION OF THE SUBLEASED PREMISES, AND SUBLESSOR AND SUBLESSEE SHALL EACH
BE RELEASED FROM ANY LIABILITY, RESPONSIBILITY OR OBLIGATION ACCRUING THEREAFTER
WITH RESPECT TO SUCH TERMINATED PORTIONS OF THE SUBLEASED PREMISES.
(E)
WORK BY SUBLESSEE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, SUBLESSEE SHALL HAVE THE RIGHT TO
ENTER THE SUBLEASED PREMISES AT ANY TIME FOLLOWING THE EFFECTIVE DATE TO PERFORM
SUCH WORK ("SUBLESSEE'S WORK") AS SUBLESSEE DEEMS NECESSARY TO INSTALL ITS
FURNITURE, FIXTURES AND EQUIPMENT AND/OR TO
6
PERFORM THE ALTERATIONS DESCRIBED ON THE SCHEDULE OF SUBLESSEE'S WORK ATTACHED
HERETO AS EXHIBIT "E", INCLUDING THE "SCIF WORK" (AS HEREINAFTER DEFINED).
IN
PERFORMING SUBLESSEE'S WORK, SUBLESSEE SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO AVOID ANY INTERFERENCE WITH THE PERFORMANCE BY SUBLESSOR OF THE SUBLESSOR'S
WORK THEN BEING CONDUCTED.
SUBLESSOR AND SUBLESSEE SHALL COOPERATE WITH EACH
OTHER TO EXPEDITE AND TO AVOID INTERFERING WITH THE WORK BEING PERFORMED BY EACH
OF THEM.
THE PARTIES ACKNOWLEDGE AND AGREE THAT SUBLESSEE SHALL HAVE