OF SUBLEASE DATES.
FOLLOWING
THE DETERMINATION OF THE EFFECTIVE DATE, SUBLESSOR AND SUBLESSEE SHALL CONFIRM
THE SAME IN WRITING WHICH CONFIRMATION SHALL OCCUR NO LATER THAN THE DATE RENT
SHALL COMMENCE UNDER THIS SUBLEASE FOR ANY PHASE.
FOLLOWING THE DETERMINATION
OF THE FIRST PHASE DELIVERY DATE AND THE SECOND PHASE DELIVERY DATE,
RESPECTIVELY, SUBLESSOR AND SUBLESSEE SHALL CONFIRM IN WRITING THE COMMENCEMENT
DATES FOR EACH PHASE (WHICH SHALL BE SUCH DELIVERY DATES AND SHALL BE THE
RESPECTIVE DATES OF COMMENCEMENT OF RENT FOR EACH PHASE) AND THE EXPIRATION DATE
APPLICABLE TO THIS SUBLEASE.
(D)
FAILURE TO TIMELY DELIVER ONE OR MORE
PHASE.
SUBLESSOR ACKNOWLEDGES THAT THE TIMELY DELIVERY TO SUBLESSEE OF
POSSESSION OF EACH PHASE ON OR BEFORE THE OUTSIDE DELIVERY DATES FOR SAME
DESCRIBED IN THIS SECTION IN THE REQUIRED CONDITION IS A CRITICAL ELEMENT IN
CONNECTION WITH SUBLESSEE'S BUSINESS OPERATIONS.
NOTWITHSTANDING THE FOREGOING,
HOWEVER, EACH PHASE OUTSIDE DELIVERY DATE SHALL BE EXTENDED, FOR A PERIOD NOT TO
EXCEED THIRTY (30) DAYS, TO THE EXTENT SUBLESSOR IS DELAYED BY REASON OF THE
OCCURRENCE OF ACTS OF GOD, MAN-MADE OR NATURAL DISASTERS, EARTHQUAKES, FIRE,
RIOTS, FLOOD, MATERIAL SHORTAGES, OR STRIKES, BUT SOLELY TO THE EXTENT THAT SUCH
EVENTS OR CIRCUMSTANCES CANNOT REASONABLY BE MITIGATED WITHIN SUBLESSOR'S
REASONABLE CONTROL.
THE TERM "REQUIRED CONDITION" FOR EACH PHASE SHALL MEAN
THAT: (1) SUBSTANTIAL COMPLETION OF THE SUBLESSOR'S WORK FOR SUCH PHASE SHALL
HAVE OCCURRED; (2) SUBLESSOR SHALL HAVE DELIVERED POSSESSION OF SUCH PHASE TO
SUBLESSEE, BROOM CLEAN AND READY FOR OCCUPANCY IN GOOD WORKING ORDER AND REPAIR
AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, GOVERNMENTAL REQUIREMENTS AND OTHER
RULES AND REGULATIONS INCLUDING WITHOUT LIMITATION THE MECHANICAL, ELECTRICAL,
LIGHTING, PLUMBING AND HVAC EQUIPMENT.
(I)
IN THE EVENT SUBLESSOR DOES NOT DELIVER
TO SUBLESSEE ANY PHASE IN THE REQUIRED CONDITION ON OR BEFORE THE OUTSIDE
DELIVERY DATE FOR SUCH PHASE, OR IN THE EVENT SUBLESSOR DOES NOT DELIVER THE
"PRIME LEASE APPROVALS" (AS HEREINAFTER DEFINED IN 2.1(F) BELOW) ON OR BEFORE A
DATE WHICH IS FIFTEEN (15) CALENDAR DAYS FOLLOWING THE EFFECTIVE DATE, UNLESS
THEREAFTER, NOT LATER THAN THIRTY (30) DAYS FOLLOWING THE DELIVERY BY SUBLESSEE
TO SUBLESSOR OF WRITTEN NOTICE OF SUBLESSOR'S DEFAULT WITH RESPECT THERETO,
SUBLESSOR DELIVERS SUCH PHASE IN THE REQUIRED CONDITION AND THE PRIME LEASE
APPROVALS, IF AND TO THE EXTENT NOT PREVIOUSLY DELIVERED, THEN SUBLESSOR SHALL
BE IN MATERIAL DEFAULT OF THIS SUBLEASE
5
AND SUBLESSEE SHALL BE ENTITLED TO EXERCISE ALL REMEDIES AVAILABLE AT LAW OR IN
EQUITY BY REASON OF SUCH FAILURE.
SUCH REMEDIES MAY INCLUDE, WITHOUT
LIMITATION, THE RIGHT OF SUBLESSEE TO TERMINATE THIS SUBLEASE UPON DELIVERING
WRITTEN NOTICE TO SUBLESSOR OF SUBLESSOR'S ELECTION TO DO SO, EITHER AS PART OF
OR SEPARATE FROM THE WRITTEN NOTICE PROVIDED FOR ABOVE IN THIS
SECTION 2.1(D)(I).
IF SUBLESSEE EXERCISES THIS RIGHT OF TERMINATION, THEN THIS
SUBLEASE SHALL TERMINATE AND BECOME OF NO FURTHER FORCE OR EFFECT EFFECTIVE ON
THE DATE SPECIFIED BY SUBLESSOR IN THE WRITTEN NOTICE, WHICH DATE SHALL BE NO
SOONER THAN THIRTY (30 DAYS FOLLOWING