THE RIGHT,
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SUBLEASE AND/OR THE PRIME LEASE TO
THE CONTRARY, TO CAUSE CERTAIN IMPROVEMENTS (THE "SCIF WORK") TO BE MADE WITHIN
THOSE PORTIONS OF THE SUBLEASED PREMISES DEPICTED AS "SCIF AND "SECRET SAR" ON
THE FLOOR PLAN ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "G" (THE SCIF
AREAS") AS NECESSARY TO COMPLETE WITHIN THE SCIF AREAS EACH OF THE REQUIREMENTS
DESCRIBED ON EXHIBIT "E" ATTACHED HERETO AND MADE A PART HEREOF AND HEREINAFTER
REFERRED TO AS THE "SCIF SCOPE OF WORK." SUBLESSEE AGREES TO PERFORM SUCH WORK
IN A GOOD AND WORKMANLIKE MANNER.
(F)
APPROVALS BY PRIME LESSOR AND ITS
LENDER.
AS OF THE EFFECTIVE DATE, SUBLESSOR REPRESENTS AND WARRANTS TO
SUBLESSEE THAT (A) SUBLESSOR HAS OBTAINED ALL APPROVALS (INCLUDING WAIVERS OF
TIME PERIODS FOR CONSENTS, IF APPLICABLE) REQUIRED TO BE OBTAINED BY SUBLESSOR
(WITH RESPECT TO THIS SUBLEASE AND ITS TERMS) UNDER THE TERMS OF THE PRIME
LEASE, INCLUDING PRIME LESSOR'S WRITTEN CONSENT (THE "MASTER LANDLORD CONSENT")
TO THIS SUBLEASE AND THE TERMS HEREOF AND THE WORK PERMITTED TO BE PERFORMED BY
SUBLESSOR AND SUBLESSEE PURSUANT TO THE TERMS OF THIS SUBLEASE AND (B) THE PRIME
LEASE IS FREE FROM DEFAULT BY SUBLESSEE AND THAT NO EVENT HAS OCCURRED WITH
NOTICE OR THE PASSAGE OF TIME THAT WOULD CONSTITUTE A DEFAULT BY SUBLESSEE UNDER
THE PRIME LEASE.
UPON REQUEST OF SUBLESSEE, SUBLESSOR SHALL USE ITS
COMMERCIALLY REASONABLE BEST EFFORTS TO PROVIDE TO SUBLESSEE, AS SOON AS
REASONABLY POSSIBLE, THE CONSENT BY LEHMAN BROTHERS REALTY CORPORATION, OR ITS
SUCCESSOR AS FIRST TRUSTEE LENDER ON THE LAND ("LENDER")
TO THIS SUBLEASE AS
AND TO THE EXTENT REQUIRED BY THE TERMS OF LENDER'S AGREEMENTS.
2.2
OPTION TO EXTEND.
PROVIDED SUBLESSEE IS NOT
IN DEFAULT BEYOND THE EXPIRATION OF ANY APPLICABLE NOTICE OR GRACE PERIOD,
SUBLESSEE SHALL HAVE TWO (2) OPTIONS TO EXTEND THE TERM OF THIS SUBLEASE AS TO
EITHER OR BOTH OF THE PHASES (EACH AN "EXTENSION OPTION") FOR ONE (1) YEAR
EACH.
IF SUBLESSEE ELECTS TO EXERCISE AN EXTENSION OPTION, SUBLESSEE SHALL
EXERCISE SUCH EXTENSION OPTION BY PROVIDING SUBLESSOR WITH PRIOR WRITTEN NOTICE
(THE "EXTENSION NOTICE") SPECIFYING THE PHASE(S) FOR WHICH SUBLESSEE ELECTS TO
EXTEND THE INITIAL SUBLEASE TERM OR EXTENSION TERM, AS APPLICABLE, AND THE
EXPIRATION DATE OF THE TERM AS SO EXTENDED (THE "EXTENSION TERM"), AS TO EACH
APPLICABLE PHASE IN THE EXTENSION NOTICE.
SUCH EXTENSION NOTICE SHALL BE GIVEN
NOT LESS THAN SIX (6) MONTHS PRIOR TO THE EXPIRATION OF THE INITIAL SUBLEASE
TERM OR, AS APPLICABLE, THE FIRST EXTENSION TERM.
THE BASE RENT FOR THE
EXTENSION TERM OF ANY PHASE SHALL BE EQUAL TO ONE HUNDRED FOUR PERCENT (104%) OF
THE BASE RENT PAYABLE FOR SUCH PORTION OF THE SUBLEASED PREMISES DURING THE
IMMEDIATELY PRECEDING TERM (INITIAL SUBLEASE TERM OR FIRST EXTENSION TERM, AS
APPLICABLE).
NOTWITHSTANDING SUCH RIGHT, IN THE EVENT SUBLESSEE ELECTS TO
OCCUPY LESS THAN ALL OF THE SUBJECT BUILDING, THE PARTIES SHALL AGREE UPON SUCH
DRYWALL AND PAINT WORK AS MAY BE REQUIRED TO DEMISE