CALENDAR YEARS DURING THE TERM
OF THIS SUBLEASE, THE AMOUNT OF ADDITIONAL RENT PAYABLE PURSUANT TO SUBSECTION
4(F) THAT IS APPLICABLE TO THAT PARTIAL CALENDAR YEAR SHALL BE PRORATED BASED ON
THE RATIO OF THE NUMBER OF DAYS OF SUCH PARTIAL CALENDAR YEAR FALLING DURING THE
TERM OF THIS SUBLEASE TO 365.
THE EXPIRATION OR EARLIER TERMINATION OF THIS
SUBLEASE SHALL NOT AFFECT THE OBLIGATIONS OF SUBLANDLORD AND SUBTENANT PURSUANT
TO THIS SECTION 4, AND SUCH OBLIGATIONS SHALL SURVIVE AND REMAIN TO BE PERFORMED
AFTER ANY EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE.
5.
CONDITION OF PREMISES AND CONSTRUCTION
OF IMPROVEMENTS.
SUBTENANT HEREBY ACKNOWLEDGES AND AGREES THAT IT IS TO DEMISE
THE PREMISES IN AN "AS-IS" CONDITION AND SUBTENANT'S TAKING POSSESSION OF THE
PREMISES SHALL BE CONCLUSIVE EVIDENCE AS AGAINST SUBTENANT THAT THE PREMISES
WERE IN GOOD ORDER AND SATISFACTORY CONDITION WHEN SUBTENANT TOOK POSSESSION.
NO PROMISE OF SUBLANDLORD TO ALTER, REMODEL OR IMPROVE THE PREMISES, AND NO
REPRESENTATION RESPECTING THE CONDITION OF THE PREMISES HAVE BEEN MADE BY
SUBLANDLORD TO SUBTENANT EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS
SUBLEASE.
UPON THE EXPIRATION OF THE TERM HEREOF, OR UPON ANY EARLIER
TERMINATION OF THE TERM HEREOF OR OF SUBTENANT'S RIGHT TO POSSESSION, SUBTENANT
SHALL SURRENDER THE PREMISES IN THE CONDITION REQUIRED IN THE PRIME LEASE AND
THE CONSENT AGREEMENT (AND IN CASE OF ANY CONFLICT BETWEEN THE PRIME LEASE AND
THE CONSENT AGREEMENT ON THE SUBJECT, THE CONSENT AGREEMENT SHALL CONTROL).
6
6.
THE PRIME LEASE.
(A)
THIS SUBLEASE AND ALL RIGHTS OF SUBTENANT
HEREUNDER AND WITH RESPECT TO THE PREMISES ARE SUBJECT TO THE TERMS, CONDITIONS
AND PROVISIONS OF THE PRIME LEASE.
SUBTENANT HEREBY ASSUMES AND AGREES TO
PERFORM FAITHFULLY AND BE BOUND BY, WITH RESPECT TO THE PREMISES, ALL OF
SUBLANDLORD'S OBLIGATIONS, COVENANTS, AGREEMENTS AND LIABILITIES UNDER THE PRIME
LEASE AND ALL TERMS, CONDITIONS, PROVISIONS AND RESTRICTIONS CONTAINED IN THE
PRIME LEASE EXCEPT:
(I)
FOR THE PAYMENT OF "BASE RENT" (AS SUCH
TERM IS DEFINED IN THE PRIME LEASE);
(II)
THAT SUBTENANT SHALL NOT HAVE ANY
OBLIGATIONS TO CONSTRUCT OR INSTALL TENANT IMPROVEMENTS EXCEPT AS MAY BE
PROVIDED HEREIN, AND
(III)
THAT THE FOLLOWING PROVISIONS OF THE PRIME
LEASE DO NOT APPLY TO THIS SUBLEASE:
ANY PROVISIONS IN THE PRIME LEASE ALLOWING
OR PURPORTING TO ALLOW SUBLANDLORD ANY RENT CONCESSIONS OR ABATEMENTS OR
CONSTRUCTION OR REFURBISHMENT ALLOWANCES, ANY PROVISIONS ALLOWING SUBLANDLORD TO
EXTEND OR RENEW THE TERM OF THE PRIME LEASE (PROVIDED IF THIS SUBLEASE IS THEN
IN FORCE AND SUBTENANT REMAINS IN POSSESSION OF THE PREMISES, ANY ELECTION OR
RIGHT OF SUBLANDLORD TO RENEW OR EXTEND SHALL NOT ABROGATE OR AFFECT SUBTENANT'S
RIGHT TO EXTEND WITH LANDLORD AS SET FORTH IN THE CONSENT AGREEMENT), ANY
PROVISIONS OF THE PRIME LEASE GRANTING ANY OPTION TO PURCHASE OR LEASE THE
BUILDING OR ANY OTHER SPACE IN THE PROJECT, ANY RIGHT TO AUDIT ANY COSTS PASSED
THROUGH UNDER THE PRIME LEASE (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
SECTION 2.D.(4) OF THE PRIME LEASE), ANY RIGHT TO RECEIVE