Common use of Base Rent; Additional Rent Clause in Contracts

Base Rent; Additional Rent. 6.1.1 Base Rent shall be in the amount specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder (collectively, “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent shall be payable by Subtenant to Sublandlord at Sublandlord’s mailing address (or such other place as Sublandlord may from time to time designate by written notice to Subtenant). 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Term of this Sublease. Additional Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Sublease Term. Promptly after Sublandlord and Prime Landlord have made the appropriate adjustments between themselves on account of actual operating expenses and real estate taxes, the amounts paid by Subtenant as Subtenant’s Share of such estimated installments shall be adjusted between Sublandlord and Subtenant. The parties obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. 6.1.3 Rent for any partial month shall be paid by Subtenant to Sublandlord at such rate on a prorata basis. Other charges payable by Subtenant on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord has been granted with respect to the Premises.

Base Rent; Additional Rent. 6.1.1 (a) The Base Rent shall be in the amount and Additional Rent specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder hereof (collectively, “Additional the "Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease"); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent Sublease shall be payable by Subtenant Sublessee to Sublandlord Sublessor at Sublandlord’s Sublessor's mailing address (or such other place as Sublandlord Sublessor may from time to time designate by written notice to SubtenantSublessee). 6.1.2 Commencing on . Sublessee shall have no obligation to pay Rent until the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base specified in Section 1.1 occurs. (b) Rent shall be payable, in advance, on or before the first twenty-fifth (1st25th) day of each and every calendar month during the Term of this Sublease. Additional Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Sublease Term. Promptly after Sublandlord and Prime Landlord have made the appropriate adjustments between themselves on account of actual operating expenses and real estate taxes, the amounts paid by Subtenant as Subtenant’s Share of such estimated installments shall be adjusted between Sublandlord and Subtenant. The parties obligations hereunder to make such adjustments shall survive the expiration or termination term of this Sublease. 6.1.3 (c) Rent for any partial month shall be paid by Subtenant Sublessee to Sublandlord Sublessor at such rate on a prorata pro rata basis. Other charges payable by Subtenant Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant Sublessee shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord Sublessor has been granted with respect to the Premises, except that Sublessee shall not be entitled to any share of any rent abatement granted to Sublessor or account of Taxes, since Sublessee has no obligation to make any payments hereunder on account of Taxes. Sublessee shall have the right to inspect Sublessor's books and records as they relate to Additional Rent, but not more frequently than once each year. Appropriate adjustments of estimated amounts shall be made between Sublessor and Sublessee promptly after the close of each calendar year to account for actual Additional Rent for such year. Sublessor shall credit any amount due from it to Sublessee as a result of any such adjustments against any sums then due from Sublessee to Sublessor under this Sublease. the balance of any amounts due shall be paid within twenty (20) days after written notice thereof.

Base Rent; Additional Rent. 6.1.1 The Base Rent shall be in the amount and Additional Rent specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder hereof (collectively, the “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent Sublease shall be payable by Subtenant Sublessee to Sublandlord Sublessor at Sublandlord’s mailing address the Mailing Address of Sublessor set forth in Section 1.1 (or such other place as Sublandlord Sublessor may from time to time designate by written notice to SubtenantSublessee). The parties acknowledge and agree that the obligations owing by Sublessee under this Section are rent reserved under this Sublease, for all purposes hereunder, and are rent reserved within the meaning of Section 502(b)(6) of the Bankruptcy Code or any successor provisions thereto. 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Term term of this Sublease. Additional Rent shall be payable, in advanceor with respect to Sublessee’s Utility Costs or Sublessor’s Operating Expenses, on or before the first within thirty (1st30) day days after Sublessee’s receipt of each and every calendar month during the Sublease Terman invoice therefor. Promptly after Sublandlord Sublessor and Prime Landlord Lessor have made the appropriate adjustments between themselves on account of such actual operating expenses and real estate taxes, the amounts paid by Subtenant Sublessee as SubtenantSublessee’s Sublease Share of such estimated installments (as set forth in Section 1.1) shall be adjusted between Sublandlord Sublessor and SubtenantSublessee. The parties parties’ obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. Notwithstanding anything in this Section 6.1.2 to the contrary, in the event that Sublessor receives from Prime Lessor written demand for any owed Taxes or Operating Expenses pursuant to Sections (B) and (C) of Article V of the Prime Lease, Sublessee shall pay Sublessee’s Sublease Share thereof within fifteen (15) days of written demand by Sublessor. 6.1.3 Rent for any partial month shall be paid by Subtenant Sublessee to Sublandlord at such rate Sublessor on a prorata pro rata basis. Other charges payable by Subtenant on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord has been granted with respect to the Premises.

Base Rent; Additional Rent. 6.1.1 (a) The Base Rent shall be in the amount and Additional Rent specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder hereof (collectively, “Additional the "Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease"); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent Sublease shall be payable by Subtenant Sublessee to Sublandlord Sublessor at Sublandlord’s Sublessor's mailing address (or such other place as Sublandlord Sublessor may from time to time designate by written notice to SubtenantSublessee). 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base (b) Rent shall be payable, in advance, on or before the first twenty-fifth (1st25th) day of each and every calendar month during the Term term of this Sublease. Additional Rent Sublessor shall be payablepromptly deliver to Sublessee (i) a copy of the year end statement of operating expenses that Sublessor receives from Prime Lessor as provided in Section 5.3 of the Prime Lease, in advance, on or before the first and (1stii) day a copy of each and every calendar month during tax xxxx received by Sublessor from Prime Lessor as provided in Section 5.4.3 of the Sublease TermPrime Lease. Promptly after Sublandlord Sublessor and Prime Landlord Lessor have made the appropriate adjustments between themselves on account of such actual operating expenses and real estate taxes, the amounts paid by Subtenant Sublessee as Subtenant’s Sublessee's Share of such estimated installments shall be adjusted between Sublandlord Sublessor and SubtenantSublessee. The parties obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. 6.1.3 (c) Rent for any partial month shall be paid by Subtenant Sublessee to Sublandlord Sublessor at such rate on a prorata basis. Other charges payable by Subtenant Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant Sublessee shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord Sublessor has been granted with respect to the Premises.

Base Rent; Additional Rent. 6.1.1 Base Rent shall be in the amount specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder (collectively, “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. The Base Rent and Additional Rent are referred to herein collectively as specified in Section 1.1, above (together, “Rent”. Rent ) shall be payable by Subtenant Sublessee to Sublandlord Sublessor at Sublandlord’s the mailing address of Sublessor set forth in Section 1.1 (or such other place as Sublandlord Sublessor may from time to time designate by written notice to SubtenantSublessee). 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Term of this Sublease. Additional ; provided, however, that no Base Rent shall be payabledue or payable for the period of time prior to the Rent Commencement Date specified in Section 1.1, above. Rent for any partial month shall be paid by Sublessee to Sublessor on a pro rata basis. 6.1.3 For purposes of Additional Rent due from Sublessee hereunder, Exhibit B of the Prime Lease shall apply, except that: (i) Sublessee shall be liable for Sublessee’s Share of Expenses from and after January 1, 2022, and only to the extent such Expenses (including without limitation any estimated Expenses) exceed the actual Expenses for calendar year 2021 (the “Base Year for Expenses”); (ii) Sublessee shall be liable for Sublessee’s Share of Taxes from and after July 1, 2021, and only to the extent such Taxes (including without limitation any estimated Taxes) exceed the actual Taxes for Fiscal Year 2021 (i.e., July 1, 2020 to June 30, 2021) (the “Base Year for Taxes”); and (iii) notwithstanding anything in advancethis Sublease to the contrary, wherever the term “Landlord” is used in Exhibit B of the Prime Lease in connection with Landlord’s discretion or the calculation Expenses and Taxes, such term shall be deemed to refer to Prime Lessor. Commencing on January 1, 2022 (following the expiration of the Base Year for Expenses), Sublessee shall pay to Sublessor Sublessee’s Share of Expenses due from Sublessor under the Prime Lease that exceed the Base Year for Expenses, and commencing on July 1, 2021 (following expiration of the Base Year for Taxes), Sublessee shall pay to Sublessor Sublessee’s Share of Taxes due from Sublessor under the Prime Lease that exceed the Base Year for Taxes. For the avoidance of doubt, Sublessor shall have no obligation to prepare any estimate or before statement pursuant to Exhibit B of the first Prime Lease, but shall provide Sublessee with a copy of any such estimate or statement prepared by Prime Lessor promptly upon Sublessor’s receipt thereof. If Sublessee disputes such statement setting forth the grounds of the dispute, Sublessor shall also dispute the statement on the same grounds or additional grounds, if any, that Sublessor may have; provided that Sublessee shall indemnify, defend, and hold Sublessor harmless from and against any and all liabilities, losses, obligations, damages, penalties, claims, costs, and expenses (1stincluding reasonable attorneys’ fees and disbursements) day which are paid, suffered, or incurred by Sublessor as a result of each and every calendar month during the Sublease Term. any such dispute. 1.1.1 Promptly after Sublandlord Sublessor and Prime Landlord Lessor have made the appropriate adjustments between themselves on account of such actual operating expenses Expenses and real estate taxesTaxes, the amounts paid by Subtenant Sublessee as SubtenantSublessee’s Share of such estimated installments of Expenses or Taxes shall be adjusted between Sublandlord Sublessor and SubtenantSublessee. The parties parties’ obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. 6.1.3 Rent for any partial month shall be paid by Subtenant to Sublandlord at such rate on a prorata basis. Other charges payable by Subtenant on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord has been granted with respect to the Premises.

Base Rent; Additional Rent. 6.1.1 Base Rent shall be in the amount specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder (collectively, “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent shall be payable by Subtenant to Sublandlord at Sublandlord’s mailing address (or such other place as Sublandlord may from time to time designate by written notice to Subtenant). 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during During the Term of this Sublease. Additional Rent , Subtenant shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Sublease Term. Promptly after Sublandlord and Prime Landlord have made the appropriate adjustments between themselves on account of actual operating expenses and real estate taxes, the amounts paid by Subtenant as Subtenant’s Share of such estimated installments shall be adjusted between Sublandlord and Subtenant. The parties obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. 6.1.3 Rent for any partial month shall be paid by Subtenant pay to Sublandlord at such rate on as monthly rent for the Subleased Premises an amount equal to one-twelfth (1/12th) of the product of (i) the total rentable square feet within the Subleased Premises as it exists from time to time hereunder, times (ii) an amount equal to Five Dollars ($5.00) less than applicable "Annual Base Rent Per RSF" for the period in question as set forth in the Commencement Letter dated April 21, 2006 (a prorata basiscopy of which is included within Exhibit A) (the "Monthly Base Rent"). Other charges payable by Subtenant on a monthly basis, Tenant shall also pay "Additional Rent" (calculated and defined as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease which Sublandlord has been granted Lease) with respect to and based on the rentable square feet from time to time within the Subleased Premises relative to the aggregate rentable square feet within the Leased Premises (as defined above) (Monthly Base Rent, together with Additional Rent, are referred to collectively as "Rent"). So long as Sublandlord is not in default under this Sublease, Subtenant shall have no rights of offset, abatement or deduction for any reason, and shall have no right to prior notice or demand, with respect to payments of Rent to Sublandlord. Rent for any period during the Term hereof which is less than one month shall be prorated for such month. Sublandlord and Subtenant agree to prorate any accrued and unpaid expenses and any prepaid expenses, based on the number of days Sublandlord and Subtenant, respectively, have a right to occupy the Subleased Premises. Subtenant does not assume any liability or obligation of Sublandlord arising under the Prime Lease prior to the Effective Date. Subtenant shall make all payments of Rent or other amounts due hereunder directly to the Sublandlord and not the Owner under the Prime Lease or its permitted successors and assigns.

Base Rent; Additional Rent. 6.1.1 1. During the Term of this Sublease, Subtenant shall pay to Sublandlord as monthly rent for the Subleased Premises an amount equal to one-twelfth (1/12th) of the product of (i) the total rentable square feet within the Subleased Premises as it exists from time to time hereunder, times (ii) an amount equal to Five Dollars ($5.00) less than applicable “Annual Base Rent shall be Per RSF” for the period in question as set forth in the amount specified Commencement Letter dated April 21, 2006 (a copy of which is included within Exhibit A) (the “Monthly Base Rent”). Tenant shall also pay “Additional Rent” (calculated and defined as set forth in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges the Prime Lease) with respect to and based on the rentable square feet from time to time within the Subleased Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder (collectively, “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease relative to the Prime Landlord attributable generally to the Building or aggregate rentable square feet within the Leased Premises under the Prime Lease(as defined above) (Monthly Base Rent, including the Premisestogether with Additional Rent, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”). So long as Sublandlord is not in default under this Sublease, Subtenant shall have no rights of offset, abatement or deduction for any reason, and shall have no right to prior notice or demand, with respect to payments of Rent to Sublandlord. Rent shall be payable by Subtenant to Sublandlord at Sublandlord’s mailing address (or such other place as Sublandlord may from time to time designate by written notice to Subtenant). 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month for any period during the Term of this Sublease. Additional Rent hereof which is less than one month shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Sublease Termprorated for such month. Promptly after Sublandlord and Prime Landlord have made the appropriate adjustments between themselves on account of actual operating Subtenant agree to prorate any accrued and unpaid expenses and real estate taxesany prepaid expenses, based on the amounts paid by Subtenant as Subtenant’s Share number of such estimated installments shall be adjusted between days Sublandlord and Subtenant. The parties obligations hereunder , respectively, have a right to make such adjustments shall survive occupy the expiration or termination of this Sublease. 6.1.3 Rent for any partial month shall be paid by Subtenant to Sublandlord at such rate on a prorata basis. Other charges payable by Subtenant on a monthly basis, as hereinafter provided, shall likewise be prorated. All Rent and other amounts due under this Sublease shall be made without demand, offset or deductionSubleased Premises. Subtenant shall be entitled to a fair and equitable share does not assume any liability or obligation of all rent abatements set forth in Sublandlord arising under the Prime Lease which Sublandlord has been granted with respect prior to the PremisesEffective Date.

Base Rent; Additional Rent. 6.1.1 The Base Rent shall be in the amount and Additional Rent specified in Section 1.1 hereof. Base Rent as provided herein shall be absolutely net to Sublandlord, with Subtenant paying all other charges with respect to the Premises as Additional Rent (as herein after defined). Subtenant shall pay as additional rent hereunder hereof (collectively, the “Additional Rent”): (a) Subtenant’s Share of all amounts in the nature of passthroughs of operating expenses, insurance charges, taxes and charges for utility usage payable by Sublandlord as tenant under the Prime Lease to the Prime Landlord attributable generally to the Building or the Leased Premises under the Prime Lease, including the Premises, specifically including, without limitation, all amounts paid by Sublandlord to Prime Landlord under Article IV of the Prime Lease, including but not limited to taxes, insurance payments, operating and maintenance expenses, utilities payments, linkage and the like (in that regard, Sublandlord shall deliver to Subtenant a copy of the annual statement of operating expenses received by. Sublandlord from Prime Landlord under Article IV Section 4 of the Prime Lease); (b) Subtenant’s Share of all charges and costs attributable to the Leased Premises under the Prime Lease which are also allocable to the Premises hereunder under Article IV of the Prime Lease or otherwise (including, without limitation charges and costs relating to utilities or to cleaning, maintenance, repair and replacement of the kitchen and dining areas and the shower and locker facilities); (c) any expenses, taxes, insurance charges, and utility charges that are (i) incurred by Sublandlord in connection with its providing of those utilities, maintenance and repair services required to be provided by Sublandlord under the terms of this Sublease and (ii) applicable exclusively to the Premises; (d) any additional costs incurred by Sublandlord in connection with its provision of those utilities, maintenance and repairs which Sublandlord is required under the terms of this Sublease to provide to the Premises for which Sublandlord is responsible for as the Tenant under the Prime Lease and (e) any additional rent or other charges payable pursuant to this Sublease. Such Additional Rent shall exclude however, the following: (a) costs attributable solely to those portions of the Leased Premises retained by Sublandlord and not to the Premises demised hereunder; (b) costs payable by Sublandlord as tenant under the Prime Lease in the nature of late penalties or interest, damages payable on account of tenant defaults, accelerated rents or charges except to the extent any such costs are incurred in connection with a default by Subtenant under this Sublease; and (c) any costs for utilities or the like that are separately metered to the Premises and that Subtenant pays directly to the utility company or service provider. Base Rent and Additional Rent are referred to herein collectively as “Rent”. Rent Sublease shall be payable by Subtenant Sublessee to Sublandlord Sublessor at Sublandlord’s mailing address the Mailing Address of Sublessor set forth in Section 1.1 (or such other place as Sublandlord Sublessor may from time to time designate by written notice to SubtenantSublessee). Additional Rent will be payable at the same time as the corresponding Additional Rent payments under the Prime Lease. Sublessor will provide copies of any statements received from Prime Lessor relating to any of Building Taxes, Building Insurance Costs, and Building Operating Costs or Project Taxes, Project Insurance Costs and Project Operating Costs, and will request additional information from Prime Lessor in support of such statements if reasonably requested by Sublessee. The parties acknowledge and agree that the obligations owing by Sublessee under this Section are rent reserved under this Sublease, for all purposes hereunder, and are rent reserved within the meaning of Section 502(b)(6) of the Bankruptcy Code or any successor provisions thereto. 6.1.2 Commencing on the Rent Commencement Date and continuing throughout the Sublease Term, monthly installments of Base Rent shall be payable, in advance, on or before the first (1st) day of each and every calendar month during the Term term of this Sublease. Additional ; provided that Sublessee, not more than once per any twelve (12) month period, will not be in default under this Sublease unless it fails to make any Rent shall be payable, in advance, on or before the first payment for more than three (1st3) day days after it receives written notice that any payment of each and every calendar month during the Sublease TermRent is past due. Promptly (but in no event more than thirty (30) days) after Sublandlord Sublessor and Prime Landlord Lessor have made the appropriate adjustments between themselves on account of such actual operating expenses and real estate taxes, the amounts paid by Subtenant Sublessee as SubtenantSublessee’s Share of such estimated installments (as set forth in Section 1.1) shall be adjusted between Sublandlord Sublessor and SubtenantSublessee. The parties parties’ obligations hereunder to make such adjustments shall survive the expiration or termination of this Sublease. Notwithstanding anything in this Section 6.1.2 to the contrary, in the event that Sublessor receives from Prime Lessor written demand for any owed Project Taxes, Project Insurance Costs, Project Operating Costs, Building Taxes, Building Insurance Costs, or Building Operating Costs pursuant to Article IV of the Prime Lease, Sublessee shall pay Sublessee’s Share thereof within thirty (30) days of written demand by Sublessor. 6.1.3 Rent for any partial month shall be paid by Subtenant Sublessee to Sublandlord at such rate Sublessor on a prorata pro rata basis. Other charges payable by Subtenant on a monthly basis. 6.1.4 Except as expressly provided in this Sublease, as hereinafter provided, shall likewise be prorated. All all Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Subtenant Sublessee shall be entitled to a fair and equitable share of all rent abatements set forth in the Prime Lease Lease, if any, which Sublandlord Sublessor has been granted with respect to the Premises.