HOLDS OVER OR REMAINS IN POSSESSION OR
OCCUPANCY OF THE PREMISES AFTER THE EXPIRATION OR EARLIER TERMINATION OF THE
SUBLEASE TERM, WITHOUT ANY WRITTEN SUBLEASE OF THE PREMISES BEING ACTUALLY MADE
AND DULY ENTERED INTO BY SUBLANDLORD AND SUBTENANT, SUCH HOLDING OVER OR
CONTINUED POSSESSION OR OCCUPANCY SHALL CREATE ONLY A TENANCY FROM MONTH TO
MONTH UPON THE TERMS (OTHER THAN THE LENGTH OF TERM) HEREIN SPECIFIED AND AT THE
A RENTAL RATE EQUAL TO ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE MONTHLY
RENT PAYABLE BY SUBTENANT TO SUBLANDLORD.
IN ADDITION, IF SUCH HOLDOVER IS
WITHOUT THE CONSENT OF SUBLANDLORD, SUBTENANT SHALL BE LIABLE TO SUBLANDLORD FOR
ANY DAMAGES AND COSTS INCURRED BY SUBLANDLORD AS A RESULT OF SUBTENANT'S FAILURE
TO SURRENDER THE PREMISES AS REQUIRED, INCLUDING, WITHOUT LIMITATION, ALL COSTS
INCURRED BY SUBLANDLORD IN CONNECTION WITH RETAKING POSSESSION OF THE PREMISES.
5.
ALTERATIONS AND REPAIRS.
LANDLORD
SHALL, AT SUBTENANT'S SOLE COST AND EXPENSE, MAKE ALL ALTERATIONS NECESSARY TO
SEPARATE THE PREMISES FROM THE LEASED PREMISES OCCUPIED BY SUBLANDLORD UNDER THE
MASTER LEASE, INCLUDING, WITHOUT LIMITATION, CONSTRUCTION OF ANY DEMISING WALL
AND ANY NEW DOORWAYS AND HALLWAYS, AND ALL OTHER ALTERATIONS NECESSARY OR
DESIRABLE FOR SUBTENANT'S OCCUPANCY OF THE PREMISES (COLLECTIVELY, "TENANT
FINISH IMPROVEMENTS"), AND ALL SUCH ALTERATIONS SHALL BE SUBJECT TO THE APPROVAL
OF LANDLORD AND SUBLANDLORD, AND ALL OTHER CONDITIONS WITH REGARD TO
ALTERATIONS, UNDER THE MASTER LEASE.
SUBTENANT ACCEPTS THE PREMISES IN "AS-IS"
CONDITION, WITH NO WARRANTIES OF ANY KIND FROM SUBLANDLORD, ALL OF WHICH ARE
DISCLAIMED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO THE
CONDITION OF THE PREMISES OR ITS FITNESS FOR A PARTICULAR PURPOSE.
6.
TENANT FINISH IMPROVEMENTS.
SUBLANDLORD SHALL PROVIDE AN ALLOWANCE FOR THE COSTS OF THE TENANT FINISH
IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FORTY-NINE THOUSAND SIX
HUNDRED SIXTY DOLLARS ($149,660.00) (THE "TENANT FINISH ALLOWANCE"), WHICH SHALL
INCLUDE THE COSTS OF
2
INITIAL SPACE PLANNING AND CONSTRUCTION DRAWING SERVICES, TO BE COMPLETED BY
SUBTENANT'S SELECTED SPACE PLANNER.
THE TENANT FINISH ALLOWANCE SHALL BE PAID
BY SUBLANDLORD DIRECTLY TO LANDLORD AND AFTER COMPLETION OF ALL TENANT FINISH
IMPROVEMENTS AND PAYMENT OF ALL COSTS RELATING THERETO, THE REMAINING BALANCE
SHALL BE MADE AVAILABLE TO SUBTENANT FOR PAYMENT OF WIRING, CABLING, RELOCATION
AND OTHER ASSOCIATED EXPENSES OF SUBTENANT, WHICH EXPENSES SHALL BE REIMBURSED
TO SUBTENANT BY SUBLANDLORD WITHIN THIRTY (30) DAYS OF SUBLANDLORD'S RECEIPT OF
INVOICES FOR SUCH OTHER EXPENSES FROM SUBTENANT.
SUBTENANT SHALL PAY FOR ANY
COST OR EXPENSE ATTRIBUTABLE TO THE TENANT FINISH IMPROVEMENTS WHICH EXCEEDS THE
TENANT FINISH ALLOWANCE NO LATER THAN THE COMMENCEMENT DATE.
7.
EARLY OCCUPANCY.
SUBTENANT WILL BE
PROVIDED ACCESS TO THE SUBLEASED PREMISES FOR THE PURPOSES OF FIXTURING THIRTY
(30) DAYS PRIOR TO COMMENCEMENT DATE; PROVIDED, HOWEVER, THAT SUBTENANT'S
SCHEDULE FOR SUCH WORK SHALL BE COMMUNICATED TO LANDLORD AND SUBLANDLORD IN
ADVANCE.
8.
NOTICES.
ALL NOTICES AND DEMANDS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO BE DELIVERED ONLY WHEN
(I) ACTUALLY RECEIVED OR (II) DEPOSITED IN THE UNITED STATES MAIL (CERTIFIED