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EXHIBIT 99.02
COMMERCIAL SUBLEASE
BETWEEN
MICRON ELECTRONICS, INC.
SUBLANDLORD
AND
MICRON TECHNOLOGY, INC.
SUBTENANT
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COMMERCIAL SUBLEASE
This Commercial Sublease ("SUBLEASE") is effective March 22, 2001,
between MICRON TECHNOLOGY, INC., a Delaware corporation, ("SUBTENANT"), and
MICRON ELECTRONICS, INC., a Minnesota corporation ("SUBLANDLORD").
1. BASIC PROVISIONS.
The following basic provisions are a part of this Sublease:
1.1 SUBLANDLORD.
Micron Electronics, Inc., is the "SUBLANDLORD" whose current mailing
address is 000 X. Xxxxxxx Xxxx, Xxxxx, Xxxxx 00000.
1.2 SUBTENANT.
Micron Technology, Inc., is the "SUBTENANT" whose current mailing
address is 0000 Xxxxx Xxxxxxx Xxx, Xxxxx, Xxxxx 00000.
1.3 SUBPREMISES.
The "SUBPREMISES" are located at 000 X. Xxxxxxx Xxxx, Xxxxx, Xxxxx, and
consist of certain building space and improvements in the Phase 1&2 Building,
particularly depicted in Schedule I, attached hereto and incorporated herein by
this reference. The Subpremises shall be fully accessible to Subtenant at all
times of every day of the year. Subtenant's sublease of the Subpremises shall
also entitle the Subtenant to access and use the Common Areas as set forth in
Section 2.3.
1.4 MASTER LEASE.
This Sublease is subordinate and subject to the terms of the "MASTER
LEASE" which is attached hereto as Schedule II. Terms that are defined in the
Master Lease and which are not otherwise defined differently in this Sublease
shall have the meanings assigned to them in the Master Lease. Sublandlord's
obligations as Tenant under the Master Lease shall in no way be modified by the
terms or conditions of this Sublease. Micron Technology, Inc. as Landlord hereby
consents to this Sublease pursuant to Section 6.2 of the Master Lease and agrees
that no use by Subtenant of the Subpremises and no act of failure to act by
Subtenant as Subtenant under this Sublease shall cause Sublandlord to be in
default under the Master Lease.
1.5 PERMITTED USE.
Subtenant shall make such use of the Subpremises as Subtenant may elect
in the exercise of its sole discretion ("Permitted Use").
1.6 TERM AND COMMENCEMENT DATE.
The Term of this Sublease shall commence on the Commencement Date of the
Master Lease or such other date as the parties elect ("Commencement Date").
Unless terminated
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earlier as provided herein, the Sublease shall end at midnight of the day that
is the first anniversary of the Commencement Date ("Initial Term"). The Initial
Term and any Renewal Term shall be the "Term" of this Sublease. Sublandlord and
Subtenant shall execute a memorandum certifying the Commencement Date within
five (5) days after that date.
1.7 BASE RENT.
Subtenant shall pay to Sublandlord during the Initial Term the Base Rent
in monthly installments of one hundred and nine thousand, four hundred and
fifteen dollars ($109,415) ("BASE RENT"). Subtenant is not obligated for the
payment of any Base Rent for the time period between the Commencement Date and
April 5, 2001. Notwithstanding the foregoing, all of Subtenant's other
obligations under this Lease commence as of the Commencement Date. The Base Rent
for the Initial Term and any Renewal Term(s) shall be the same Base Rent
calculated on a per square foot of floor area basis as paid by Sublandlord as
the Tenant under the Master Lease for the Phase 1&2 Building. Subtenant shall
also pay to Sublandlord a proportionate share of Operational Costs for the
Subpremises as provided in Section 4.
2. GRANT OF SUBPREMISES AND POSSESSION.
2.1 GRANT OF SUBPREMISES.
Sublandlord subleases to Subtenant and Subtenant subleases from
Sublandlord the Subpremises subject to the terms and conditions of this
Sublease.
2.2 POSSESSION.
Sublandlord shall deliver possession of the Subpremises in the same
condition as the Subpremises exist at the time the Master Lease commences
(including the rights, privileges, benefits, rights-of-way and easements now or
in the future appurtenant to the Subpremises) to Subtenant on the Commencement
Date. During the Term, Sublandlord covenants to provide quiet and peaceable
possession of the Subpremises to Subtenant.
2.3 COMMON AREAS.
Subtenant shall also have access to and use of common areas in or around
the Phase 1&2 Building, including without limitation the cafeteria, recreation
rooms and bathrooms (collectively "Common Areas"). Each party shall be
responsible for injuries to or damages caused by their own employees, guests,
subcontractors or agents while they are using such Common Areas, except to the
extent that such injury or damage was caused by the negligent or willful acts or
omissions of the other party.
3. TERM AND RENEWAL.
3.1 INITIAL TERM.
The Initial Term of this Sublease is set forth in Section 1.6.
3.2 RENEWAL TERMS.
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Subtenant has the right and option to extend the Term of this Sublease
for three (3) additional consecutive periods of one (1) year each ("RENEWAL
TERM") beyond the expiration of the Initial Term upon the terms and conditions
set forth in this Sublease ("RENEWAL OPTION"). Notwithstanding the foregoing,
unless terminated earlier as provided herein, this Sublease shall automatically
be extended for the Term of the Master Lease.
3.3 TENANT'S NOTICE OF EXERCISE OF RENEWAL OPTION.
Subtenant may exercise Subtenant's Renewal Option by giving written
notice of the exercise to Sublandlord within ten (10) calendar days after
Sublandlord gives notice to exercise a Renewal Option provided under the Master
Lease ("OPTION NOTICE PERIOD").
3.4 EARLY TERMINATION.
This Sublease automatically terminates with no further obligation or
liability, upon termination of the Master Lease as to either: (i) the Phase 1&2
Building; or (ii) the entire Premises.
4. RENT AND OPERATIONAL COSTS.
4.1 DEFINITION OF RENT. The word "RENT" includes Base Rent and any
amounts identified herein as "ADDITIONAL RENTS" and any other amount payable to
Sublandlord by Subtenant.
4.2 PAYMENT OF RENT. Subtenant agrees to pay Sublandlord Rent for the
Subpremises, without offset or deduction for any reason, as and when herein
provided.
4.3 BASE RENT.
Subtenant shall pay to Sublandlord the Base Rent as described in Section
1.7.
4.4 OPERATIONAL COSTS. In addition to Base Rent, Subtenant shall be
obligated to pay and shall pay its Pro Rata Share (as defined below) of all
items ("OPERATIONAL COSTS") that Sublandlord is required to pay pursuant to
Section 4.3 of the Master Lease, except for insurance. Sublandlord will invoice
Subtenant monthly for its share of such Operational Costs.
4.5 OPERATIONAL COST DOCUMENTATION AND RECONCILIATION. All Additional
Rent invoices shall include complete copies of all invoices, statements and
documents supporting the Operational Costs being billed, as well as complete
explanation and documentation of any allocation (hereafter collectively referred
to as "BACKUP INVOICES"). Subtenant shall pay such Additional Rent in full
within thirty (30) business days after its receipt of the Backup Invoices.
Subtenant shall not be obligated to reimburse the Sublandlord for such invoice
that Subtenant does not receive with Backup Invoices within one hundred fifty
(150) days after the date the expense relating to such cost was paid.
4.6 CALCULATION OF SUBTENANT'S PRO RATA SHARE. Subtenant's "Pro Rata
Share" of the Operational Costs shall be the percentage derived by dividing the
total square footage of the floor area of the Subpremises by the total square
footage of the floor area of the Premises under the Master Lease (Floor area
shall be calculated pursuant to the BOMA standard method for xxxxxxxxx xxxxx
xxxx). Sublandlord shall not allocate any Operational Costs to
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Subtenant that were only incurred in regards to the Phase 3 Building.
Operational Costs incurred by Sublandlord only in regards to the Phase 1 & 2
Building shall be allocated based on the percentage of floor area calculated as
set forth above, but dividing it only by the total floor area of the Phase 1 & 2
Building.
4.7 INSPECTION OF RECORDS.
Subtenant may, upon not less than ten (10) days' prior written notice to
the Sublandlord, inspect the Sublandlord's records for all Operational Costs
incurred during the preceding calendar year at the Sublandlord's general offices
or at such other location reasonably designated by the Sublandlord at any time
during reasonable business hours within one (1) year after the end of said
calendar year. If said inspection reveals an overpayment of Operational Costs,
the Sublandlord shall reimburse Subtenant any such overpayment within thirty
(30) days after receipt of notice of determination, and of the amount, of such
overpayment. If said inspection reveals that the Sublandlord misstated
Operational Costs (singularly or collectively) by more than five percent (5%),
the Sublandlord shall reimburse Subtenant for all costs reasonably incurred in
making such inspection within thirty (30) days after receipt of notice of
determination, and of the amount, of any such misstatement. The Sublandlord's
expenses for any calendar year shall be deemed correct if Subtenant does not
give the Sublandlord written notice of any such overpayment or underpayment
within the one (1) year period provided.
4.8 DATE AND FORM OF BASE RENT PAYMENTS.
Base Rent payments shall commence on April 6, 2001 and shall be paid
each month in advance. Each Base Rent payment subsequent to the initial payment
of Base Rent shall be made on the first day of each calendar month during the
Term. Base Rent shall be payable at the Sublandlord's address set forth in this
Sublease or such different address as Sublandlord shall provide to Subtenant by
written notice. In the event Subtenant fails to pay Base Rent on or before the
tenth (10th) day of each month, Subtenant, in addition to any other remedy
Sublandlord shall have, shall pay Sublandlord a late charge of five percent (5%)
of the amount of the later payment.
4.9 RENT PRORATION.
For any fractional month occurring during the Term, the Rent and any
adjustments to the Rent payable for the fractional month shall be prorated based
on the ratio that the number of days in the fractional month bears to the total
number of days in that calendar month.
4.10 PARTIAL PAYMENTS.
Acceptance by Sublandlord of any partial payment of Base Rent shall not
constitute a waiver of the obligation of Subtenant to pay the full amount of the
Base Rent then due, or abrogate any late charge.
5. OPERATION OF SUBPREMISES.
5.1 SUBTENANT'S OBLIGATION.
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Subtenant shall occupy and use the Subpremises as set forth in this
Sublease. All changes, modification and improvements to the Subpremises made by
Subtenant shall be performed at Subtenant's sole cost and expense. Subtenant may
modify, improve or remodel the Subpremises at any time without Sublandlord's
approval provided that such modifications, improvements or remodels do not
adversely affect Sublandlord's portion of the Premises adjacent to the
Subpremises.
5.2 SUBTENANT'S HAZARDOUS MATERIAL USE.
Subtenant shall not cause or permit any Hazardous Material to be brought
upon, kept, used, in, on, from or about the Premises by Subtenant, its agents,
employees, contractors, customers, clients, patients, guests or invitees except
as incidental to Subtenant's permitted use of the Subpremises and only in
quantities that are less than the quantities that are required to be reported to
governmental or other authorities under applicable law or regulations. Subtenant
shall comply with all applicable laws and regulations regulating Subtenant's
use, handling, reporting, storage, discharge and disposal of Hazardous Material.
As used in the Lease, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste which is or becomes regulated by any federal, state
or local governmental authority or political subdivision. The term "Hazardous
Material" includes, without limitation, any material or substance that is (i)
defined as a "hazardous substance" under applicable law, (ii) petroleum, (iii)
asbestos, (iv) polychlorinated biphenyl ("PCB"), (v) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act
(33 U.S.C. Section 1321), (vi) defined as a "hazardous waste" pursuant to
Section 1004 of the Solid Waste Disposal Act (42 U.S.C. Section 6903), (vii)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601),
(viii) defined as a "regulated substance" pursuant to Section 9001 of the Solid
Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. Section
6991, (ix) considered a "hazardous chemical substance and mixture" pursuant to
Section 6 of the Toxic Substance Control Act (15 U.S.C. Section 2605), or (x)
defined as a "pesticide" pursuant to Section 2 of the Federal Insecticide,
Fungicide and Rodenticide Act (7 U.S.C. Section 136).
5.3 SUBLANDLORD'S OBLIGATIONS.
Sublandlord shall be and remain obligated to perform all acts, duties
and obligations imposed on it as Tenant under the Master Lease, including but
not limited to those imposed on it as Tenant pursuant to Sections 5, 6 and 7 of
the Master Lease. In addition, Sublandlord shall not take any actions on the
Premises that negatively impair Subtenant's ability to continue its operations
on the Subpremises as they exist on or after the Commencement Date, including
without limitation any actions that would decrease or negatively impact: (i) the
amount of electrical power or other Utilities available to Subtenant; (ii)
Subtenant's access to the Subpremises; or (iii) the security and safety of the
Subpremises.
5.4 INSURANCE.
Neither party shall do or permit to be done anything that shall
invalidate any insurance carried by the other party.
5.5 CONDEMNATION, DAMAGE OR DESTRUCTION OF SUBPREMISES.
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In the event of any condemnation proceeding regarding the Subpremises,
or damage or destruction of the Subpremises, Subtenant may immediately terminate
the Sublease.
6. DEFAULT BY SUBLANDLORD OR SUBTENANT.
6.1 DEFAULT BY SUBLANDLORD.
Sublandlord shall be in default under this Sublease if any of the
following occur: (i) Sublandlord is in default under the Master Lease; or (ii)
Sublandlord fails to perform or observe any other covenant, agreement or
condition which Sublandlord is required to perform or observe and the failure
shall not be cured within thirty (30) calendar days after delivery of written
notice to Sublandlord of the failure (or, if the cure cannot be effected within
the thirty day period, then within the additional period of time as may be
required to cure the default provided Sublandlord is diligently and continuously
pursuing the cure to completion).
6.2 REMEDIES OF SUBTENANT.
In the event of Sublandlord's default as set forth in Section 6.1,
Subtenant shall have the remedies available to it as Landlord under Article 8 of
the Master Lease, including termination of the Master Lease in conformance
therewith. Subtenant's remedies are cumulative and not alternative remedies.
6.3 DEFAULT BY SUBTENANT.
Subtenant shall be in default under this Sublease if Subtenant fails to
perform or observe any covenant, agreement or condition which Subtenant is
required to perform or observe and the failure shall not be cured within thirty
(30) calendar days after delivery of written notice to Subtenant by Sublandlord
of the failure (or, if the cure cannot be effected within the thirty day period,
then within the additional period of time as may be required to cure the default
provided Sublandlord is diligently and continuously pursuing the cure to
completion).
6.4 REMEDIES OF SUBLANDLORD.
In the event of Subtenant's default as set forth in Section 6.3,
Sublandlord shall have all rights provided at law or in equity. Sublandlord
expressly waives any right to the abatement or withholding of rent payable to
Landlord under the Master Lease. Sublandlord may not withhold rent payments to
Subtenant under the Master Lease or pay Rent to other parties or into any escrow
or holding account because of the default or alleged default of Subtenant under
this Sublease.
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7. TERMINATION OF SUBLEASE.
7.1 EVENTS OF TERMINATION.
This Sublease shall terminate upon the occurrence of one or more of the
following events: (i) by mutual written agreement of Sublandlord and Subtenant;
(ii) by Sublandlord pursuant to the express provisions of this Sublease; (iii)
by Subtenant pursuant to the express provisions of this Sublease; (iv) upon
expiration of the Term; (v) by reason of condemnation or destruction of the
Subpremises; or (vi) upon the termination of the Master Lease in its entirety or
as to the Phase 1&2 Building, for any reason.
8. CLAIMS AND DISPUTES.
8.1 RIGHTS AND REMEDIES CUMULATIVE.
Except as expressly provided in this Sublease, each party's rights and
remedies described in this Sublease are cumulative and not alternative remedies.
8.2 NONWAIVER OF REMEDIES.
A waiver of any condition stated in this Sublease shall not be implied
by any neglect of a party to enforce any remedy available by reason of the
failure to observe or perform the condition. A waiver by a party shall not
affect any condition other than the one specified in the waiver and a waiver
shall waive a specified condition only for the time and in the manner
specifically stated in the waiver. The acceptance by Sublandlord of rent or
other money from Subtenant after termination of the Sublease, after termination
of Subtenant's right of possession, after the occurrence of a default, or after
institution of any remedy by Sublandlord shall not alter, diminish, affect or
waive the Sublease termination, termination of possession, default or remedy.
8.3 DISPUTE RESOLUTION.
If the parties disagree regarding the performance of this Sublease, then
the parties agree to engage in direct discussions to settle the dispute. If the
disagreement cannot be settled by direct discussions, then the parties agree to
first endeavor to settle the disagreement in an amicable manner by mediation
pursuant the American Arbitration Association's Commercial Mediation Rules.
Thereafter, any unresolved disagreement arising from or relating to this
Sublease or a breach of this Sublease shall be resolved as provided by law. The
provisions of this Section 8.3 shall not apply to disputes arising from
Sublandlord's default in the performance of any obligation to pay any other tax
or assessment under this Sublease or the Master Lease.
8.4 INDEMNIFICATION.
To the extent caused by an act or omission of Subtenant or Subtenant's
officers, directors, employees, invitees, guests, agents, contractors,
customers, clients or licensees, during and/or after the Term of this Sublease,
Subtenant shall defend, indemnify and hold harmless Sublandlord, and
Sublandlord's officers, directors, agents and employees from any liabilities,
damages and expenses (including attorney fees) with regards to claims by third
parties arising out of or relating to (i) the Subpremises, or (ii) Subtenant's
use or occupancy of
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the Subpremises, except to the extent caused by Sublandlord's negligent or
willful acts or omissions.
8.5 SUBTENANT'S HAZARDOUS MATERIAL INDEMNIFICATION.
During and after the Term of this Sublease, Subtenant shall indemnify,
defend and hold Sublandlord harmless from any and all costs (including costs of
remediation or clean-up and any proceedings related thereto), claims, judgments,
damages, penalties, fines, liabilities or losses (including, without limitation,
diminution in value of the Subpremises, damages for the loss or restriction on
use of rentable or useable space or any amenity of the Subpremises, damages
arising from any adverse impact on marketing of space, and sums paid in
settlement of claims, attorneys' fees, consultant fees and expert fees) which
arise during or after the Term as a result of: (i) Subtenant's breach of the
obligations stated in Section 5.2 regarding Hazardous Material; (ii)
governmental investigation or review of the Subpremises due to Subtenant's
operations on the Subpremises; or (iii) Subtenant's negligent or willful acts or
omissions that impact existing environmental contamination on or around the
Subpremises ("INDEMNIFICATION OBLIGATION"). The Indemnification Obligations
includes, without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Subpremises, and, without limiting the preceding,
if the presence of any Hazardous Material on the Subpremises caused or permitted
by Subtenant results in any contamination of the Subpremises, Subtenant shall
promptly take all actions at Subtenant's sole expense as are necessary to return
the Subpremises to the condition existing prior to the introduction of any
Hazardous Material to the Subpremises.
8.6 ATTORNEY FEES AND COSTS. If a party is in default under this
Sublease, then the defaulting party shall pay to the other party reasonable
attorney fees and costs (i) incurred by the other party after default and
referral to an attorney and (ii) incurred by the prevailing party in any
litigation.
8.7 INTERPRETATION.
This Sublease shall be governed by the law of the State of Idaho. The
courts in the State of Idaho shall have exclusive jurisdiction. The invalidity
of any portion of this Sublease shall not affect the validity of any other
portion of this Sublease. This Sublease constitutes the entire, completely
integrated agreement among the parties and supersedes all prior memoranda,
correspondence, conversations and negotiations.
9. GENERAL PROVISIONS.
9.1 NOTICES.
All notices under this Sublease shall be in writing and shall be deemed
to be delivered on the date of delivery if delivered in person or by fax, or on
the date of receipt if delivered by U.S. Mail or express courier. Proof of
delivery shall be by affidavit of personal delivery, machine generated
confirmation of fax transmission, or return receipt issued by U.S. Postal
Service or express courier. Notices shall be addressed to the address set forth
below:
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SUBTENANT:
Micron Technology, Inc.
0000 Xxxxx Xxxxxxx Xxx
Xxxxx, Xxxxx 00000
Attention: Xxx Xxxxx
Facsimile: 000-000-0000
WITH A MANDATORY COPY TO:
Micron Technology, Inc.
0000 Xxxxx Xxxxxxx Xxx
Xxxxx, Xxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
SUBLANDLORD:
Micron Electronics, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxx, Xxxxx 00000
Attention: Vice President, General Counsel
Facsimile: 000-000-0000
9.2 NON-RECORDING.
This Sublease shall not be recorded. A Memorandum of Sublease executed
by both parties hereto may be recorded.
9.3 TIME IS OF THE ESSENCE.
Time is of the essence with respect to the obligations to be performed
under this Sublease.
9.4 RELATIONSHIP OF PARTIES.
Nothing contained in this Sublease shall be construed as creating the
relationship of principal or agent, partnership or joint venture. Neither the
method of computation of Rent nor any other provision of this Sublease, nor any
act of the parties, shall be deemed to create any relationship other than that
of Sublandlord and tenant.
9.5 SUBTENANT'S ASSIGNMENT AND SUBLETTING.
Subtenant may assign or sublet all or a part of this Sublease without
the consent of Sublandlord.
9.6 SUCCESSORS AND ASSIGNS. This Sublease shall benefit and bind the
successors and assigns of Sublandlord permitted by the Master Lease.
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10. SIGNATURES.
Sublandlord:
MICRON ELECTRONICS, INC.
A MINNESOTA CORPORATION
Dated: March 22, 2001 By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice
President Finance and Chief
Financial Officer
Subtenant:
MICRON TECHNOLOGY, INC.
A DELAWARE CORPORATION
Dated: March 22, 2001 By: /s/ X. X. Xxxxxx, Xx.
------------------------------------
X. X. Xxxxxx, Xx., Vice President
Finance and Chief Financial Officer
Micron Technology, Inc. hereby Owner and Landlord:
consents to this Sublease pursuant
to Section 6.2 of the Master Lease. MICRON TECHNOLOGY, INC.
A DELAWARE CORPORATION
Dated: March 22, 2001 By: /s/ X. X. Xxxxxx, Xx.
------------------------------------
X. X. Xxxxxx, Xx., Vice President
Finance and Chief Financial Officer
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LIST OF SCHEDULES
Schedule I Description of Subpremises
Schedule II Master Lease
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1. BASIC PROVISIONS....................................................................1
1.1 Sublandlord..................................................................1
1.2 Subtenant....................................................................1
1.3 Subpremises..................................................................1
1.4 Master Lease.................................................................1
1.5 Permitted Use................................................................1
1.6 Term and Commencement Date...................................................1
1.7 Base Rent....................................................................2
2. GRANT OF PREMISES AND POSSESSION....................................................2
2.1 Grant of Subpremises.........................................................2
2.2 Possession...................................................................2
2.3 Common Areas.................................................................2
3. TERM AND RENEWAL....................................................................2
3.1 Initial Term.................................................................2
3.2 Renewal Terms................................................................2
3.3 Tenant's Notice of Exercise of Renewal Option................................3
3.4 Early Termination............................................................3
4. Rent and operational Costs..........................................................3
4.1 Definition of Rent...........................................................3
4.2 Payment of Rent..............................................................3
4.3 Base Rent....................................................................3
4.4 Operational Costs............................................................3
4.5 Operational Cost Documentation and Reconciliation............................3
4.6 Calculation of Subtenant's Pro Rata Share....................................3
4.7 Inspection of Records........................................................4
4.8 Date and Form of Rent Payments...............................................4
4.9 Rent Proration...............................................................4
4.10 Partial Payments.............................................................4
5. OPERATION OF SUBPREMISES............................................................4
5.1 Subtenant's Obligation.......................................................4
5.2 Subtenant's Hazardous Material Use...........................................5
5.3 Sublandlord's Obligations....................................................5
5.4 Insurance....................................................................5
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5.5 Condemnation, Damage or Destruction of Subpremises...........................5
6. DEFAULT BY SUBLANDLORD OR SUBTENANT.................................................6
6.1 Default by Sublandlord.......................................................6
6.2 Remedies of Subtenant........................................................6
6.3 Default by Subtenant.........................................................6
6.4 Remedies of Sublandlord......................................................6
7. TERMINATION OF SUBLEASE.............................................................7
7.1 Events of Termination........................................................7
8. CLAIMS AND DISPUTES.................................................................7
8.1 Rights and Remedies Cumulative...............................................7
8.2 Nonwaiver of Remedies........................................................7
8.3 Dispute Resolution...........................................................7
8.4 Indemnification..............................................................7
8.5 Subtenant's Hazardous Material Indemnification..............................8
8.6 Attorney Fees and Costs.........................................................8
8.7 Interpretation..................................................................8
9. GENERAL PROVISIONS..................................................................8
9.1 Notices......................................................................8
9.2 Non-recording................................................................9
9.3 Time is of the Essence.......................................................9
9.4 Relationship of Parties......................................................9
9.5 Subtenant's Assignment and Subletting........................................9
9.6 Successors and Assigns.......................................................9
10. SIGNATURES.........................................................................10
List of Schedules..........................................................................11
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