THE COMMENCEMENT
DATE, LANDLORD AND TENANT SHALL ENTER INTO A COMMENCEMENT LETTER AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C.
IF SUCH COMMENCEMENT LETTER IS
NOT EXECUTED BY TENANT WITHIN 30 DAYS AFTER DELIVERY OF SAME BY LANDLORD, THEN
TENANT SHALL BE DEEMED TO HAVE AGREED WITH THE MATTERS SET FORTH THEREIN.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY, IF THE
EXPIRATION DATE WOULD OTHERWISE OCCUR ON A DATE OTHER THAN THE LAST DAY OF A
CALENDAR MONTH, THEN THE TERM SHALL BE AUTOMATICALLY EXTENDED TO INCLUDE, AND
THE EXPIRATION DATE SHALL BE, THE LAST DAY OF SUCH CALENDAR MONTH.
B.
ACCEPTANCE OF PREMISES.
THE PREMISES ARE ACCEPTED BY TENANT IN
"AS IS" CONDITION AND CONFIGURATION SUBJECT TO (1) ALL APPLICABLE PROVISIONS OF
EXHIBIT D OF THIS LEASE, AND (2) LANDLORD'S REPAIR OBLIGATIONS UNDER SECTION
10.B., AND (3) ANY LATENT DEFECTS IN THE PREMISES OF WHICH TENANT NOTIFIES
LANDLORD WITHIN 1 YEAR AFTER THE COMMENCEMENT DATE (OTHER THAN WORK PERFORMED BY
TENANT PARTIES [DEFINED BELOW]).
TENANT HEREBY AGREES THAT THE PREMISES ARE IN
GOOD ORDER AND SATISFACTORY CONDITION AND THAT, EXCEPT AS OTHERWISE EXPRESSLY
SET FORTH IN THIS LEASE, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, BY LANDLORD REGARDING THE PREMISES, THE BUILDING OR THE
PROPERTY.
C.
EARLY ACCESS.
FOLLOWING THE EFFECTIVE DATE, TENANT'S CONTRACTORS
MAY, UPON ADVANCE WRITTEN NOTICE TO LANDLORD, ENTER THE PREMISES (AND THE
MUST-TAKE SPACE AND/OR THE EXPANSION SPACE IF EITHER OR BOTH OF SUCH SPACES ARE
ELECTED TO BE TAKEN BY TENANT UNDER THE TERMS OF RIDER NOS. 2 AND/OR 3, AS
APPLICABLE, ON OR AFTER THE EFFECTIVE DATE AND ON OR BEFORE DECEMBER 15, 2005)
FOR THE PURPOSE OF PERFORMING WORK IN PREPARATION FOR TENANT'S MOVE-IN
(INCLUDING, WITHOUT LIMITATION, INSTALLATION OF FURNITURE, FIXTURES AND
EQUIPMENT) PROVIDED THAT (I) SUCH WORK BY TENANT'S CONTRACTORS DURING THE
PROSECUTION OF LANDLORD'S INITIAL WORK AND THE LANDLORD WORK IS CONDUCTED IN A
MANNER AS TO NOT UNREASONABLY INTERFERE WITH LANDLORD'S INITIAL WORK AND THE
LANDLORD WORK OCCURRING IN OR AROUND THE PREMISES, AND (II) PRIOR TO ANY SUCH
ENTRY, TENANT'S CONTRACTORS SHALL PROVIDE LANDLORD WITH CERTIFICATES OF
INSURANCE OR OTHER EVIDENCE OF INSURANCE REASONABLY ACCEPTABLE TO LANDLORD.
COMMENCING ON THE DATE OF SUBSTANTIAL COMPLETION (DEFINED IN THE WORK LETTER) OF
THE LANDLORD WORK, AND CONTINUING THROUGH THE COMMENCEMENT DATE, TENANT SHALL BE
PERMITTED ACCESS TO THE PREMISES FOR THE PURPOSE OF INSTALLING FURNITURE,
EQUIPMENT OR OTHER PERSONAL PROPERTY IN THE PREMISES, AND CONDUCTING TENANT'S
BUSINESS ACTIVITIES IN THE PREMISES ONCE THE PREMISES ARE SUITABLE FOR LAWFUL
OCCUPANCY.
ALL EARLY ACCESS TO THE PREMISES SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS OF
3
THIS LEASE EXCEPT THAT TENANT SHALL PAY NO RENT (DEFINED IN SECTION 4.A) FOR
SUCH EARLY ACCESS EVEN IF TENANT HAS OCCUPIED THE PREMISES FOR THE PURPOSE OF
CONDUCTING BUSINESS.
4.
Rent.
A.
Payments.
As consideration for this Lease, commencing on the
Commencement Date, Tenant shall pay Landlord, without any demand, setoff or
deduction (other