Commercial Sublease - DOC - DOC by MCGGlenn

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Standard Commercial Sublease for a sublessor who will be completely replacing the sublessor on the premises. This sublease is very sublessee friendly.

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									Sublease

By and Between
________________________________,

As "Sublandlord" And
________________________________,

a Delaware corporation As "Subtenant"

April 15, 2009

SUBLEASE THIS SUBLEASE (this "Sublease") is made as of April 15, 2009, between ________________________________, a New York limited liability partnership, hereinafter called "Sublandlord" and ________________________________, a Delaware corporation, hereinafter called "Subtenant." WITNESSETH WHEREAS, Sublandlord (as successor-interest-to ________________________________) is the tenant under that certain Office Lease Agreement dated as of July 30, 2004 (the "Office Lease") with ________________________________, a Delaware corporation, and ________________________________, a Delaware limited liability company (collectively, the "Landlord"), pursuant to which Sublandlord leases from Landlord certain premises consisting of approximately 7,613 rentable square feet located on the 26th floor (the "Premises") in the building located at ________________________________, California (the "Building"). The Office Lease is referred to in this Sublease as the "Master Lease." A true and correct copy of the Master Lease is attached hereto as Exhibit "A". Capitalized terms used herein but not otherwise defined herein shall have the same meanings as ascribed to such terms in the Master Lease; WHEREAS, Sublandlord wishes to sublease to Subtenant the Premises covered by the Master Lease upon the terms and conditions set forth in this Sublease; NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual agreements hereinafter set forth, Sublandlord and Subtenant stipulate, covenant and agree as follows:

1. Sublease. Upon the terms and conditions set forth in this Sublease, Sublandlord subleases to Subtenant, and Subtenant subleases from Sublandlord, the Premises. The Premises are subleased by Sublandlord to Subtenant in their present condition, "as-is", without representation or warranty. Sublandlord and Subtenant hereby stipulate that the Premises contains the number of square feet specified above. On the Commencement Date (as defined below), Sublandlord shall deliver the Premises to Subtenant in a broom-clean condition and otherwise in the condition on the date of this Sublease and in the condition required herein with the Removal Items (as defined below) removed from the Premises. 2. Term.

(a) The term ("Term") of this Sublease shall commence on the later of (a) June 1, 2009, or (b) unless waived in whole or in part by Subtenant, the date by which all of the following have occurred: (i) Sublandlord shall have delivered possession of the Premises to Subtenant in the required condition, (ii) Sublandlord shall have installed the bicycle racks in accordance with Section 16 below and delivered to Subtenant written evidence of Landlord’s consent to the installation of such bicycle racks and Landlord’s agreement to Subtenant’s exclusive use of such bicycle racks during the Term of this Sublease, which may be evidenced by Landlord's consent to this Sublease, and (iii) Sublandlord shall have obtained Landlord’s written consent to this Sublease in the form required by Section 17 of this Sublease (the "Commencement Date") and shall expire (unless sooner terminated pursuant to this Sublease) on the earlier to occur of (i) December 31, 2011, or (ii) upon any termination of the Master Lease. Notwithstanding the foregoing, (i) if the Commencement Date has not occurred for any reason on or before June 15, 2009, then in addition to Subtenant's other rights or remedies, at Subtenant’s election, the date Subtenant is otherwise obliged to commence payment of rent shall be delayed by one (1) day after the Commencement Date for each day that the Commencement Date is delayed beyond such date, and (ii) if the Commencement Date has not occurred for any reason on or before July 1, 2009, then, in addition to Subtenant’s other rights or remedies, Subtenant may terminate this Sublease by written notice to Sublandlord, whereupon any monies previously paid by Subtenant to Sublandlord shall be reimbursed to Subtenant and Sublandlord shall return the LOC (defined below). (b) In addition, upon receipt of written notice from Sublandlord and following delivery of the Security Deposit (as defined below) and the insurance certificate, Subtenant shall have the right to access the Premises prior to the Commencement Date for the purpose of installing its equipment, data, telecommunications systems and trade fixtures and otherwise preparing the Premises for occupancy. Such occupancy shall be subject to all of the terms of this Sublease except the obligation to pay rent. 3. Rent.

(a) Base Rent. Subtenant shall pay to Sublandlord as rent for the Premises, the amount of Fourteen Thousand Five Hundred Ninety One and 58/100 Dollars ($14,591.58) ("Base Rent"), which Base Rent shall be payable monthly in advance, on the first day of each month of the Term. Base Rent and all other payments of rent and other sums under this Sublease shall be payable without notice, demand, reduction or set-off in lawful money of the United States of America to Sublandlord or its agent at the address set forth in this Sublease, or to such other person or such other places as Sublandlord may from time to time designate in writing. (b) Rent Credit. Subtenant shall be credited with the payment of monthly Base Rent ("Base Rent Credit") with respect to the Premises for the first month of the Term only, as and when the same becomes due and payable (for a Base Rent Credit equal to $14,591.58). No such Base Rent Credit shall reduce the amount of any other amounts which are otherwise payable by Subtenant under this Sublease, including, without limitation, the Expenses and the Taxes.

(c) Expenses and Taxes. In addition to Base Rent, for each calendar year during the Term, commencing on January 1, 2010, Subtenant shall be responsible to pay to Sublandlord all Expenses and Taxes incurred by Sublandlord under the Master Lease in excess of the amount of Expenses and Taxes incurred by Sublandlord for the calendar year of 2009 ("Sublease Obligation Amount"). Such Sublease Obligation Amount shall be due and payable upon demand from Sublandlord from time to time when the same are due and payable to Landlord under the Master Lease (including, without limitation, pursuant to regularly scheduled monthly estimates, based on the estimated amounts paid by Sublandlord to Landlord under the Master Lease, subject to reconciliation following the end of the subject calendar year). (d) Late Charges. If Subtenant fails to pay any sum due under this Sublease within five (5) days of receipt from Sublandlord of written notice that the same is past-due, Subtenant shall pay to Sublandlord a late charge equal to five percent (5%) of the amount due to compensate Sublandlord for the extra cost incurred as a result of such late payment. 4. Security Deposit. Concurrently with the execution of this Sublease, Subtenant shall deposit with Sublandlord the sum of Fourteen Thousand Five Hundred Ninety One and 58/100 Dollars ($14,591.58) as security for Subtenant's performance of Subtenant's obligations under this Sublease. Sublandlord shall thereafter hold, apply and have all other rights with regard to such security deposit as is provided in the Master Lease for any security deposit held by Landlord, as incorporated herein. Subtenant shall promptly replace any portion of such security deposit applied by Sublandlord for any purpose authorized by the Master Lease as required under Section 6 of the Master Lease, as incorporated herein. 5. Letter of Credit. No later than ten (10) days after the full execution and delivery of this Sublease and the receipt of Landlord's consent to this Sublease in the form required under Section 17 of this Sublease ("LOC Period"), Subtenant shall deliver to Sublandlord, in a form and with a lender approved by Sublandlord, a letter of credit in favor of Sublandlord in the amount of One Hundred Seventy Five Thousand and Ninety Nine and 00/100 Dollars ($175,099.00) (the "LOC Amount") as security for the full and faithful payment of all sums due under this Sublease and the full and faithful performance of every covenant and condition of this Sublease to be performed by Subtenant (the "LOC"). Sublandlord hereby approves ________________________________ as an acceptable issuer of the LOC [CONFIRM]. The terms of the LOC shall provide that commencing on January 1, 2011, Sublandlord may draw on the LOC Amount on a monthly basis, on the first day of each month the amount Fourteen Thousand Five Hundred Ninety One and 58/100 Dollars ($14,591.58) for monthly Base Rent; provided, however, such draws shall not limit any of (i) Subtenant's obligations to pay any other amounts due under this Sublease, including without limitation, Expenses and Taxes, and (ii) Sublandlord's rights to draw on the LOC Amount for any breach of this Sublease by Subtenant, as described in the preceding sentence. If Sublandlord draws on the LOC Amount to remedy a breach of this Sublease by Subtenant, Subtenant shall be required to immediately replenish the LOC Amount with the amount used by Sublandlord for such remedy. In the event Subtenant fails to deliver the LOC to Landlord prior the expiration of the LOC Period, Sublandlord, at its election, may (i) render this Sublease null and void, at which point neither Sublandlord nor Subtenant shall have any further obligations to the other, unless expressly provided for in this Sublease, or (ii) declare Subtenant in default under this Sublease, at which point Sublandlord may exercise all of its remedies under this Sublease, the Master Lease and/or at law or in equity. Sublandlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (1) deemed to be or treated as a "security deposit" within the meaning of California Civil Code Section 1950.7, (2) subject to the terms of such Section 1950.7, or (3) intended to serve as a "security deposit" within the meaning of such Section 1950.7.

6. Use. The Premises shall be used for general office, administration and other office related activities, including light computer repair and assembly, and shall not be used or permitted to be used for any other purpose without the prior written consent of Sublandlord and Landlord, which may be withheld by Landlord in its sole and absolute discretion. All provisions of the Master Lease regarding use of the Premises shall apply to Subtenant. 7. Master Lease.

(a) Sublease Subordinate to Master Lease. This Sublease shall at all times be subject and subordinate to the Master Lease. All of the terms and conditions contained in the Master Lease are incorporated herein by reference as terms and conditions of this Sublease, with each reference in such incorporated provisions to Landlord and Tenant to be deemed to refer to Sublandlord and Subtenant, respectively, except for the following sections of the Master Lease ("Excluded Provisions") which shall not be included as portions of this Sublease: 1.03, 1.05 through 1.10, 1.12, 1.14, 3, 4.01 (except the last 4 sentences thereof), 24, Exhibit C (Work Letter) and Section 2 of Exhibit F (Renewal Option), and except that references in the following provisions to "Landlord" shall mean Landlord only: Sections 7, 9.02, 16, 17, and 20. All of the terms and conditions of the Master Lease that are not listed in the preceding sentence as Excluded Provisions shall be referred to in this Sublease as "Incorporated Provisions." The Incorporated Provisions, together with the express terms and conditions of this Sublease, shall be the complete terms and conditions of this Sublease. If there is a conflict between the provisions of this Sublease and the Master Lease, then as between Sublandlord and Subtenant, the provisions of this Sublease shall prevail. (b) Master Lease Provisions Binding on Subtenant. Except for the Excluded Provisions, Subtenant agrees for the benefit of Landlord and Sublandlord to perform and be personally bound by all of the covenants, agreements, terms and conditions of the Master Lease on the part of the Tenant to be performed with respect to the Premises, as the same have been incorporated into this Sublease. The fact that one or more Incorporated Provisions may be repeated or restated in this Sublease while other Incorporated Provisions are not shall not be interpreted or construed as rendering such unrepeated or unrestated Incorporated Provisions inapplicable to or not binding upon Subtenant. Subtenant agrees that notwithstanding this Sublease and any consent of Landlord to this Sublease, all provisions of the Master Lease incorporated herein regarding assignment and subletting shall continue to be binding with respect to future assignments, subleases and/or other transfers of all or any portion of the Premises. (c) Communications. Sublandlord and Subtenant agree and acknowledge that except for emergency situations and as otherwise specifically provided in this Sublease or Landlord's consent to this Sublease (or as otherwise designated by Landlord or Sublandlord from time to time), all requests, correspondence and other communications to or with Landlord shall be directed to Landlord through Sublandlord, and Landlord shall direct all correspondence and other communications through Sublandlord; provided, however, in no event shall Subtenant be permitted to create any obligation or liability that would be binding on Sublandlord without Sublandlord's prior written consent. In the event, however, that Sublandlord defaults in the performance or observance of any of Sublandlord’s remaining obligations under the Master Lease or fails to perform Sublandlord’ s stated obligations under this Sublease, then Subtenant shall give Sublandlord notice specifying in what manner Sublandlord has defaulted, and if such default shall not be cured by Sublandlord within thirty (30) days thereafter (except that if such default cannot be cured within said thirty (30) day period, this period shall be extended for an additional reasonable time, provided that Sublandlord commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as possible), then (unless Sublandlord objects to such claim of default) Subtenant shall be entitled to cure such default and promptly collect from Sublandlord Subtenant’s reasonable expenses in so doing (including, without limitation,

reasonable attorneys' fees and court costs), or, at Subtenant’s option, to offset such reasonable expenses against all future payments of rent due under this Sublease. (d) Sublandlord’s Obligations: Sublandlord shall fully perform all of its obligations under the Master Lease to the extent Subtenant has not expressly agreed to perform such obligations under this Sublease. Sublandlord shall not terminate or take any actions giving rise to a termination right under the Master Lease, amend or waive any provisions under the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease without, in each instance, Subtenant’s prior written consent. Sublandlord, with respect to the obligations of Landlord under the Master Lease, shall use Sublandlord’s diligent good faith efforts to cause Landlord to perform such obligations for the benefit of Subtenant. 8. Indemnity and Insurance.

(a) Indemnity. Subtenant shall protect, defend, indemnify and hold Sublandlord, Landlord and Sublandlord's partners, shareholders, officers, directors, trustees, employees, agents, affiliates, representatives and management and other contractors (collectively, "Affiliates") harmless as set forth in Section 13 of the Master Lease, as incorporated herein, and as if Subtenant is the "Tenant," and Sublandlord and Landlord are collectively the "Landlord." Payment of any sum by Landlord, Sublandlord or the Affiliates shall not be a condition precedent to Subtenant's obligations hereunder. (b) Insurance. Subtenant shall maintain with respect to the Premises any insurance required to be maintained by Sublandlord under the Master Lease, and Sublandlord and Landlord shall be named as additional insureds on Subtenant's liability insurance. Certificates of insurance, reasonably acceptable to Sublandlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Sublandlord prior to delivery of possession of the Premises. (c) Subtenant's Property. Subtenant agrees that all personal property of whatever kind, including, without limitation, inventory, and/or goods stored at or, about the Premises, Subtenant's trade fixtures and Subtenant's interest, if any, in tenant improvements which may be at any time located in, on or about the Premises or the Building, whether owned by Subtenant or third parties, shall be at Subtenant's sole risk or at the risk of those claiming through Subtenant, and that neither Sublandlord, Landlord nor any Affiliates shall be liable for any damage to or loss of such property. Subtenant shall obtain and maintain policies of fire and extended coverage and sprinkler damage insurance covering the full replacement cost of all such property. (d) Exemption of Sublandlord From Liability. None of Landlord, Sublandlord nor the Affiliates shall not be liable for injury to Subtenant's business or loss of income therefrom or for damage to the goods, wares, merchandise or other property of Subtenant, Subtenant's employees, invitees, customers, or any other person in or about the Premises. Subtenant further agrees that none of Landlord, Sublandlord nor the Affiliates shall be liable for injury to the person of Subtenant, Subtenant's employees, agents or contractors or to Subtenant's property, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, heating, ventilation, air conditioning, or lighting fixtures, or from any other cause, whether damage or injury results from conditions arising upon the Premises or upon other portions of the Building or the Property, or from other sources or places appurtenant to the Premises and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Subtenant. None of Landlord, Sublandlord nor the Affiliates shall be liable for any damages arising from any act or neglect of any other tenant, if any, of the Building or the project in which it is located.

(e) Waiver of Subrogation. Notwithstanding anything in this Sublease to the contrary, Sublandlord and Subtenant hereby release each other and their respective agents, employees, successors, assignees and sublessees from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under the Master Lease or this Sublease, or which would normally be covered by "all risk" property insurance, without regard to the negligence or willful misconduct of the person or entity so released. All of Sublandlord's and Subtenant's repair and indemnity obligations under this Sublease shall be subject to the waiver and release contained in this paragraph. Subtenant's liability insurance shall be primary coverage to Sublandlord (any policy issued to Sublandlord providing duplicate or similar coverage shall be deemed excess over Subtenant's insurance policies). 9. Notices. Any and all notices, approvals or demands required or permitted under this Sublease shall be in writing and shall be served either personally, or by overnight courier or United States certified mail, postage prepaid, return receipt requested, in compliance with the requirements of the Master Lease and addressed to the parties at the following addresses: If to Sublandlord: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________

If to Subtenant: After the Commencement Date: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________

Prior to the Commencement Date: ________________________________ ________________________________

________________________________ ________________________________ ________________________________

10. Brokers. Sublandlord and Subtenant warrant to each other and to Landlord that each has had no dealings with any real estate broker or agent in connection with the negotiation of this Sublease, except for ________________________________, whose commissions shall be payable by Sublandlord pursuant to a separate written agreement, and that neither Sublandlord nor Subtenant knows of any other real estate broker or agent who is or might be entitled to a commission in connection with this Sublease. Sublandlord and Subtenant each hereby agree to indemnity, defend and hold harmless the other and Landlord from and against any losses, causes of action, liabilities, damages, claims, demands, costs and expenses (including attorneys' fees and costs) incurred, or to be incurred, by reason of any other brokerage fee, commission or finder's fee alleged to be payable because of an act, omission or statement of the indemnifying party. 11. Attorneys' Fees; Waiver of Jury Trial.

(a) In the event of the bringing of any action or suit by any party or parties hereto against another party or parties hereunder alleging a breach of any of the covenants, conditions, agreements or provisions of this Sublease, the prevailing party or parties shall recover all costs and expenses of suit, including attorneys' fees and fees of expert witnesses. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS SUBLEASE, FOR DAMAGES FOR ANY BREACH UNDER THIS SUBLEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR REMEDY HEREUNDER. 12. Alterations. Notwithstanding anything to the contrary herein, Subtenant shall not make any alterations in, or additions or improvements to, the Premises without the prior written consent of Sublandlord and Landlord. To the extent Sublandlord and Landlord consent to any alterations, additions or improvements, all terms and conditions of the Master Lease shall apply with respect thereto (including, without limitation, Paragraph 9 of the Master Lease). Notwithstanding the foregoing, Sublandlord hereby consents to (i) Subtenant’s verification, installation and modification of the data and electric cabling and fixtures serving the Premises, (ii) Subtenant’s installation of data cabling from the Building’s main point of entry through the appropriate Building conduit to the Premises and (iii) the installation of up to three (3) doors to enclose three (3) small rooms for use as conference rooms as shown on Exhibit D attached hereto (collectively, “Subtenant’s Work”). Notwithstanding anything to the contrary contained in the Master Lease or this Sublease, prior to the expiration or earlier termination of this Sublease, and upon Landlord's request, Subtenant, at Subtenant's sole cost and expense, shall be required to remove all Subtenant's Work and/or Alterations (as defined in the Master Lease) if installed by or on behalf of Subtenant, if any, and/or Cosmetic Alterations (as defined in the Master Lease) if installed by or on behalf of Subtenant, if any, and to restore the Premises to the condition in which it existed prior to the installation of Subtenant's Work or any such Alterations or Cosmetic Alterations.

13. Signage. Subject to applicable law and the terms and conditions of the Master Lease, including, without limitation, Exhibit E (Building Rules and Regulations), and with the prior written consent of Landlord, Subtenant may install signage identifying Subtenant's business and/or name, at Subtenant's sole cost and expense in the lobby directory and at the entrance to Subtenant's suite. Sublandlord shall use commercially reasonable efforts to obtain Landlord's consent to Subtenant's signage. 14. Assignment and Subletting. Subtenant shall not assign, transfer, encumber or sublease (collectively or individually, a "Transfer") this Sublease or any portion thereof or allow any third party to use any portion of the Premises without the prior written consent of Sublandlord, which shall not be unreasonably conditioned, withheld or delayed. Subtenant shall pay Sublandlord upon demand the amount of any review fee incurred by Sublandlord from Landlord under Section 11 of the Master Lease in connection with the review of any requested Transfer; provided, however, that Sublandlord shall not have the right to terminate the Sublease in the event of a Transfer as set forth in Section 11.02 of the Master Lease. All requested Transfers are subject to the terms and conditions of the Master Lease and the prior written consent of the Landlord. In the event Subtenant subleases any portion of the Premises in accordance with the provisions of Paragraph 14 and in the event such sublease's rental is in excess of the current Base Rent payable by Subtenant under this Sublease, Sublandlord shall be entitled to receive fifty percent (50%) of all such excess to the extent provided in Section 11.03 of the Master Lease, as incorporated herein. Such additional rental shall be payable to Sublandlord in installments coinciding with and on or before the due dates of the respective rental payments under such sublease. Notwithstanding anything to the contrary herein, as between Sublandlord and Subtenant, (i) Subtenant may, without Sublandlord’s prior written consent and without payment of any amount to Sublandlord, sublet the Premises or assign this Sublease to (a) an entity controlling, controlled by or under common control with Subtenant, (b) an entity related to Subtenant by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Subtenant’s assets located in the Premises and (ii) neither the sale, issuance nor transfer of less than fifty percent (50%) of Subtenant's capital stock shall be deemed an assignment, subletting or other transfer of this Sublease or the Premises. 15. Items in Premises. Prior to the Commencement Date, Sublandlord will remove from the Premises the furniture, equipment and other personal property described as "Removal Items" on Exhibit "B" attached hereto (collectively, the "Removal Items"). Without limiting the foregoing, Subtenant shall be permitted to use any of the furniture, equipment and other personal property remaining in the Premises during the Term at no cost to Subtenant which are identified as "Remaining Items" on Exhibit "B" attached hereto (collectively, the "Remaining Items"). Prior to the expiration or earlier termination of this Sublease, and pursuant to the terms and conditions of this Sublease and the Master Lease, including, without limitation, Section 25 of the Master Lease, (i) Subtenant, at its sole cost, shall be required to remove all of Subtenant's furniture, fixtures, equipment and any other property brought into the Premises by or on behalf of Subtenant, and (ii) at Sublandlord's election, Subtenant, at its sole cost, shall be required to remove the Remaining Items from the Premises, and, upon such removal, such Remaining Items shall be deemed to be owned by and transferred to Subtenant. In furtherance of the foregoing, Sublandlord agrees to execute and deliver to Subtenant a reasonable Bill of Sale evidencing the sale and transfer of the Remaining Items to Subtenant. 16. Bicycle Parking. Sublandlord hereby grants to Subtenant the exclusive right to use bicycle racks accommodating 12 bicycles to be installed by Sublandlord at its sole cost and expense in the hallway of the basement of the Building adjacent to the existing bicycle storage room as shown on Exhibit C attached hereto. Sublandlord agrees to install such bicycle racks of a type and in a manner reasonably acceptable to Subtenant on or prior to June 1, 2009. On or before such date, Sublandlord agrees to obtain Landlord’s written consent and agreement to the installation of such bicycle racks and the

exclusive use of such bicycle racks by Subtenant during the Term of this Sublease, which agreement shall be, unless waived by Subtenant, a condition precedent to this Sublease. Subtenant’s use of such bicycle racks shall be free of charge of any kind. 17. Conditions Precedent. This Sublease and Sublandlord’s and Subtenant’s obligations hereunder are conditioned upon the written consent of Landlord in a form reasonably satisfactory to Subtenant. Unless waived by Subtenant, such consent shall include (i) Landlord’s agreement that the waivers set forth in Section 15 of the Master Lease shall apply as between Landlord and Subtenant and (ii) Landlord’s consent to Subtenant’s Work described in Section 12 of this Sublease. If Sublandlord fails to obtain Landlord’s consent in the required form within thirty (30) days after execution of this Sublease by Subtenant, then Subtenant may terminate this Sublease by giving Sublandlord written notice thereof, and Sublandlord shall return to Subtenant the Security Deposit and the LOC. 18. Surrender. Subtenant’s obligations with respect to the surrender of the Premises shall be fulfilled if Subtenant surrenders possession of the Premises in the condition existing at the Commencement Date, ordinary wear and tear, casualties (unless arising from Tenant's acts or omissions), condemnation, Hazardous Materials (other than those released or emitted by Subtenant in or about the Premises) excepted. 19. Sublandlord’s Representations and Warranties. As an inducement to Subtenant to enter into this Sublease, Sublandlord represents and warrants that the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Landlord or Sublandlord, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default. 20. Various Rights. Notwithstanding anything to the contrary contained in the Master Lease or this Sublease, any and all rights that may be exercised by Subtenant pursuant to this Sublease, must be exercised at least five (5) business days prior to the date in which such action would have to be taken by Subtenant if Subtenant was the "Tenant" under the Master Lease.

[Signatures on following page] IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have executed this Sublease as of the day and year first above written. SUBLANDLORD: ________________________________ ________________________________ ________________________________ ________________________________

________________________________, a New York limited liability partnership

By: Name: Its:

SUBTENANT: ________________________________, a Delaware corporation

By: Name: Its:

EXHIBIT "A" COPY OF MASTER LEASE

[See Attached]

EXHIBIT "B" REMOVAL ITEMS EXHIBIT "C" ________________________________ EXHIBIT "D" FLOOR PLAN SHOWING NEW SMALL CONFERENCE ROOMS

CONSENT TO SUBLEASE The undersigned is the Landlord under that certain Office Lease Agreement dated as of July 30, 2004 between ________________________________, a Delaware corporation and ________________________________, a Delaware limited liability company (collectively, the "Landlord") and ________________________________, a New York limited liability partnership ("Tenant") (as successor-in-interest to ________________________________ (as amended, the "Lease"), with regard to the premises consisting of approximately 7,613 rentable square feet located on the 26th floor in the building located at ________________________________, California. By its signature below, the undersigned consents to the Sublease dated as of April 15, 2009 (the "Sublease"), by and between Tenant and ________________________________ with respect to the Premises covered by the Lease, as described in such Sublease, upon the terms and conditions set forth in such Sublease.

Dated: _______________, 2009

LANDLORD: ________________________________, a Delaware corporation

By: Name: Title:

________________________________, a Delaware limited liability company By: ________________________________, a Delaware limited partnership, its sole member By: ________________________________, a Maryland real estate investment trust, its general partner By: Name: Title:

6122570v1


								
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