PARTY THERETO AND (III) DECEMBER 1, 2004, AND, UNLESS SOONER TERMINATED
PURSUANT TO THE PROVISIONS HEREOF, SHALL TERMINATE ON THE EARLIER OF AUGUST 31,
2012 AND THE PRIOR TERMINATION OF THE TERM OF THE PRIME LEASE.
NOTWITHSTANDING
THE FOREGOING, SUBLANDLORD AGREES AND ACKNOWLEDGES THAT (A) SUBLANDLORD WILL
DELIVER POSSESSION OF THE PREMISES TO SUBTENANT WITHIN TWO (2) DAYS AFTER THE
FULL EXECUTION AND DELIVERY OF THIS SUBLEASE AND THE CONSENT AGREEMENT BY EACH
PARTY THERETO AND (B) SUBTENANT SHALL HAVE THE RIGHT TO OCCUPY THE PREMISES
SOLELY FOR THE PURPOSE OF COMMENCING SUBTENANT'S WORK (AS HEREAFTER DEFINED) IN
THE PREMISES IMMEDIATELY UPON DELIVERY OF POSSESSION OF THE PREMISES TO
SUBTENANT (THE "EARLY OCCUPANCY PERIOD"); PROVIDED, HOWEVER, IN NO EVENT SHALL
SUBTENANT BE PERMITTED TO COMMENCE THE CONDUCT OF ITS BUSINESS IN THE PREMISES
PRIOR TO THE COMMENCEMENT DATE AND IF SUBTENANT COMMENCES TO CONDUCT ITS
BUSINESS IN ALL OR ANY PORTION OF THE PREMISES PRIOR TO THE COMMENCEMENT DATE
THEN SUCH DATE UPON WHICH SUBTENANT SO COMMENCES THE PERFORMANCE OF ITS BUSINESS
SHALL BE DEEMED THE COMMENCEMENT DATE AND THEREUPON THE EARLY OCCUPANCY PERIOD
SHALL BE DEEMED TO HAVE EXPIRED.
THE EARLY OCCUPANCY PERIOD SHALL BE ON ALL
TERMS AND CONDITIONS AS SET FORTH IN THIS SUBLEASE EXCEPT THAT SUBTENANT SHALL
HAVE NO OBLIGATION TO PAY MINIMUM RENT OR ADDITIONAL RENT DURING THE EARLY
OCCUPANCY PERIOD.
AS USED HEREIN, THE PHRASE "LEASE YEAR" SHALL MEAN THE TWELVE
CALENDAR MONTH PERIOD COMMENCING ON THE COMMENCEMENT DATE (AS HEREINAFTER
DEFINED) (OR, IF THE COMMENCEMENT DATE IS NOT THE FIRST DAY OF A CALENDAR MONTH,
THEN COMMENCING ON THE FIRST DAY OF THE CALENDAR MONTH DURING WHICH THE
COMMENCEMENT DATE OCCURS) AND EACH ANNIVERSARY THEREOF, EXCEPT THAT THE LAST
LEASE YEAR MAY NOT BE TWELVE CALENDAR MONTHS AND SHALL TERMINATE ON THE LAST DAY
OF THE TERM OF THIS SUBLEASE.
NOTWITHSTANDING THE FOREGOING, THIS INSTRUMENT
SHALL BE DEEMED AND AGREED TO BE A SUBLEASE ONLY AND NOT AN ASSIGNMENT.
3.
MINIMUM RENT.
(A)
COMMENCING ON THE COMMENCEMENT DATE,
SUBTENANT SHALL PAY TO SUBLANDLORD MINIMUM ANNUAL RENTAL (HEREINAFTER CALLED
"MINIMUM RENT") FOR THE PREMISES AS FOLLOWS:
2
Time Period
Annual Minimum
Rent Rate Per
Rentable Square
Foot
Annual Minimum
Rent (based on
62,367 Rentable
Square Feet)
Monthly
Installments
First Lease Year*
$
18.00
$
756,000.00
$
63,000.00
Second Lease Year
$
18.54
$
1,156,284.18
$
96,357.02
Third Lease Year
$
19.10
$
1,191,209.70
$
99,267.48
Fourth Lease Year
$
19.67
$
1,226,758.89
$
102,229.91
Fifth Lease Year
$
20.26
$
1,263,555.42
$
105,296.29
Sixth Lease Year
$
20.87
$
1,301,599.29
$
108,466.61
Seventh Lease Year
$
21.49
$
1,340,266.83
$
111,688.90
Eighth Lease Year**
$
22.14
$
1,380,805.38
$
115,067.12
*Note:
Sublandlord and Subtenant acknowledge and agree that for the first Lease
Year of the term of this Sublease, the Minimum Rent shall be determined based on
42,000 rentable square feet of the Premises (notwithstanding that Subtenant
shall be in occupancy of the entire Premises); provided, however, during such
period of time,