Common use of Fixed Rent; Additional Rent Clause in Contracts

Fixed Rent; Additional Rent. (a) Sublessee shall pay to Sublessor a fixed rent, exclusive of electricity, at an annual rate as follows: (i) $185,346 per annum ($15,445.50 per month) for the period commencing on the one hundred twentieth (120th) day immediately following the Commencement Date through and including November 30, 2005; and (ii) $194,172 per annum ($16,181.00 per month) for the period commencing on December 1, 2005 through the Expiration Date. (b) All fixed rent shall be paid in equal monthly installments in advance on the first (1st) day of each and every calendar month of the Term hereof, commencing on the Commencement Date hereof; provided, however, that if the Commencement Date (or if the date on which the Term of this Sublease shall expire or sooner terminate) shall be other than the first day (or last day) of a calendar month, then Sublessee shall pay prorated fixed rent for such partial calendar month occurring within the Term hereof. All payments of fixed rent and additional rent shall be payable to, and delivered to, Sublessor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the attention of: ▇▇. ▇▇▇▇▇ Means, or to such other place as Sublessor may designate upon thirty (30) days prior written notice to Sublessee. (c) In addition to, and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Tax Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Taxes (as defined in the Prime Lease) for the tax year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed the Taxes for the 2001/2002 tax year. Sublessee's Tax Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5357%. Sublessee's Tax Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor, which shall be accompanied by a copy of the tax ▇▇▇▇. (d) In addition to, and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Operating Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Operating Expenses (as defined in the Prime Lease) for the calendar year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed Operating Expenses for the 2001 calendar year. Sublessee's Operating Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5595%. Sublessee's Operating Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor. (e) Except as otherwise provided for herein, in addition to fixed rent, Sublessee shall pay to Sublessor, as additional rent (i) all additional rent which Sublessor is obligated to pay under the Prime Lease as a result of services requested by Sublessee which are in addition to those services which Prime Lessor is required to provide under the Prime Lease without additional charge and (ii) all fees, charges and other amounts, if any, required under the terms of the Prime Lease to be paid by Sublessor to Prime Lessor on account of any (x) act, omission or use of the Subleased Premises, and/or (y) default by Sublessee under this Sublease or the Prime Lease. Sublessee's obligation to pay additional rent shall survive the expiration or other termination of the Term. (f) All fixed rent, additional rent and other charges payable by Sublessee pursuant to this Sublease shall be paid in lawful money of the United States of America, without any deduction, set-off or abatement whatsoever, except as may hereinafter be specifically provided. (g) All costs and expenses and other amounts which Sublessee agrees to pay, pursuant to the provisions of this Sublease, shall be deemed additional rent, and in the event of nonpayment, Sublessor shall have the rights and remedies herein provided for in the case of nonpayment of fixed rent.

Fixed Rent; Additional Rent. (a) Sublessee shall pay to Sublessor as Fixed Rent, an amount equal to "Sublessee's Pro Rata Share" (hereby defined as being _____%, which represents the decimal equivalent of a fixed rentfraction the numerator of which is the agreed-upon rentable square footage of the Subleased Premises, exclusive and the denominator of electricitywhich is the rentable square footage of the Prime Lease Premises, and which Sublessee's Pro Rata Share shall be subject to adjustment (as and when required pursuant to the provisions hereof) of the annual [fixed] rent payable during corresponding periods under the Prime Lease. Currently, the [fixed] rent payable under the Prime Lease is at an annual the rate of $_____ per annum, and Sublessee's Pro Rata Share thereof to be paid as follows: (i) Fixed Rent hereunder is at the rate of $185,346 _____ per annum ($15,445.50 _____ per month). In the event, however, that the rentable square footage of the Subleased Premises shall change, or the [fixed] rent payable from time to time under the Prime Lease shall change during the Term hereof (e.g., either pursuant to specific provisions of the Prime Lease or because Sublessor has leased additional space or ceased (because of either temporary or permanent condemnation, damage or destruction or other event, which cessation shall be accomplished in a manner that does not distort or adversely prejudice sums payable by Sublessee hereunder) for leasing space which formed part of the period commencing on Prime Lease Premises), Sublessee's Pro Rata Share (and the one hundred twentieth (120thFixed Rent payable by Sublessee hereunder) day immediately following shall be adjusted accordingly, effective as of the Commencement Date through and including November 30date of such change, 2005; and (ii) $194,172 per annum ($16,181.00 per month) for the period commencing on December 1, 2005 through the Expiration Datenotification of which shall be promptly given by Sublessor to Sublessee. (b) All fixed rent Fixed Rent shall be paid [insert same provisions as exist in Prime Lease with respect to timing of payment of fixed rent thereunder, e.g., in equal monthly installments in advance on the first (1st) day of each and every calendar month of the Term hereofhereof or such other manner of payment as provided in the Prime Lease], commencing on the Commencement Date hereof; provided, however, that if the Commencement Date (or if the date on which the Term of this Sublease shall expire or sooner terminate) shall be other than the first day (or last day) of a [calendar monthmonth or applicable period], then Sublessee shall pay prorated fixed rent Fixed Rent for such [partial calendar month or applicable period] occurring within the Term hereof. All rent payments (of fixed rent Fixed Rent and additional rent rent, hereinafter referred to) shall be payable to, to and delivered to, Sublessor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the attention of: ▇▇. ▇▇▇▇▇ Means_____, or to such other place as Sublessor may designate upon thirty (30) days by 30 days' prior written notice to Sublessee. (c) In addition to, and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Tax Payment") to Sublessor Pro Rata Share of those items otherwise addressed in this Sublease (e.g., [any real estate taxes, operating expenses, air conditioning charges, condenser water charges, electricity charges], as additional rent, Sublessee's proportionate share of the amount by which Taxes (as such terms are defined in the Prime Lease) for the tax year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed the Taxes for the 2001/2002 tax year. Sublessee's Tax Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5357%. Sublessee's Tax Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor, which shall be accompanied by a copy of the tax ▇▇▇▇. (d) In addition to, and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Operating Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Operating Expenses (as defined in the Prime Lease) for the calendar year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed Operating Expenses for the 2001 calendar year. Sublessee's Operating Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5595%. Sublessee's Operating Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor. (e) Except as otherwise provided for herein, in addition to fixed rent), Sublessee shall pay to Sublessor, as additional rent rent, (i) Sublessee's Pro Rata Share of all additional rent which payable by Sublessor is obligated under the Prime Lease, to pay the extent allocable to the portion of the Prime Lease Premises constituting the Subleased Premises (excluding therefrom, however, all such additional rent to the extent payable by reason of any breach by Sublessor of, or Sublessor's failure to timely perform or observe, Sublessor's obligations as Tenant under the Prime Lease as a result of services requested by other than those which Sublessee which are in addition to those services which Prime Lessor is required to provide under the Prime Lease without additional charge and perform hereunder), (ii) all fees, charges and other amounts, if any, required under the terms of the Prime Lease to be paid (and paid) by Sublessor to Prime Lessor Landlord on account of any (x) act, omission or use of the Subleased Premises, and/or (y) default by Sublessee under this Sublease or the Prime Lease. Sublessee's obligation , and (iii) all fees, charges and other amounts, if any, assessed by Landlord, pursuant to pay additional rent shall survive the expiration or other termination terms of the TermPrime Lease, against (and paid by) Sublessor (as lessee under the Prime Lease) on account of and as a direct and sole result of any equipment or operations of Sublessee or its sublessees or licensees within the Building (excluding utility charges and any other charges, which are separately addressed herein). (fd) All fixed rentFixed Rent, additional rent and other charges payable by Sublessee pursuant to this Sublease shall be paid in lawful money of the United States of America, without any deduction, set-off or abatement whatsoever, except as may hereinafter be specifically provided. (ge) All costs and expenses and other amounts which Sublessee agrees to pay, pursuant to the provisions of this Sublease, shall be deemed additional rent, and in the event of nonpayment, Sublessor shall have the rights and remedies herein provided for in the case of nonpayment of Fixed Rent required by the Prime Lease. [THE ABOVE WILL BE MODIFIED AS REQUIRED BY THE PRIME LEASE.] (f) If Sublessor shall receive from Landlord a refund or credit adjustment to subsequent payments of rent or additional rent payable under the Prime lease on account of any rent or additional rent under the Prime Lease paid by Sublessor for which Sublessee has paid any rent or additional rent under this Sublease, Sublessor shall (not later than 30 days after receipt of such refund or credit from Landlord) notify Sublessee thereof, and the refund or credit adjustment so received by Sublessor under the Prime Lease shall be equitably apportioned (on a per diem basis) and allocated to the periods for which the refund or credit under the Prime Lease applies; and if Sublessee has paid rent or additional rent under this Sublease allocable to the rent or additional rent under the Prime Lease and the Period(s) to which the refund or credit under the Prime Lease applies, then Sublessor shall (not later than 30 days after receipt of such refund or credit from Landlord) make an appropriate refund (or, if fixed rent or additional rent remains to be paid under this Sublease, at Sublessor's election, a rent credit against the fixed rent and additional rent next becoming due under this Sublease). Upon Sublessee's request made from time to time, Sublessor shall afford Sublessee the right to inspect and make copies of Sublessor's pertinent records relating to rent and additional rent paid by Sublessor under the Prime Lease, based on which Sublessee was billed and paid Fixed Rent and additional rent hereunder, and to receive a refund or credit as provided above if any audit discloses that Sublessor overcharged Sublessee for such rent or additional rent, or failed to remit to Sublessee a refund or credit as provided above. Further, in the event Sublessor shall receive from Landlord an abatement of rent or additional rent payable pursuant to the Prime Lease, such abatement to the extent allocable to the Subleased Premises shall be afforded Sublessee with respect to Fixed Rent and additional rent payable hereunder by Sublessee for the corresponding period(s) of the abatement. The provisions of this paragraph shall survive the expiration or termination of this Sublease. (g) THE PROVISIONS OF THIS SUBPARAGRAPH (g) ARE PERSONAL TO THE NAMED SUBLESSEE AND ITS AFFILIATES, WHICH SHALL SUCCEED TO SUBLESSEE'S INTEREST HEREUNDER. IN THE EVENT THE SERVICE LEVEL AGREEMENT AND/OR THE TRANSITION SERVICES AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE ROLLUP AGREEMENT, HEREINAFTER, COLLECTIVELY, THE "AGREEMENTS") PROVIDE THAT SUBLESSOR IS REQUIRED TO PROVIDE SPECIFIED SERVICES TO THE SUBLEASED PREMISES ("AGREEMENTS' SERVICES") TO THE SUBLEASED PREMISES (OVER AND ABOVE THOSE PROVIDED BY THE LANDLORD OR SPECIFICALLY PROVIDED HEREIN TO BE PROVIDED BY SUBLESSOR) WITH PAYMENT THEREFOR TO BE MADE BY SUBLESSEE IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTS, NO CHARGE FOR SUCH AGREEMENTS' SERVICES SHALL BE MADE PURSUANT TO THIS SUBLEASE (WHETHER AS PART OF THE FIXED RENT OR ADDITIONAL RENT PAYABLE HEREUNDER OR OTHERWISE). (IT IS THE INTENTION OF THE PARTIES THAT THERE SHALL BE NO "DOUBLE BILLING" FOR SERVICES PROVIDED PURSUANT TO THIS SUBLEASE, AND THE AGREEMENTS' SERVICES PROVIDED PURSUANT TO THE SERVICE LEVEL AGREEMENT OR THE MASTER TRANSITION SERVICES AGREEMENT.) [SEE PAGES FOLLOWING THE SIGNATURE PAGE HEREOF FOR EXAMPLES OF REAL ESTATE TAXES, OPERATING EXPENSES, AIR CONDITIONING, CONDENSER WATER CHARGE AND ELECTRICITY PARAGRAPHS WHICH MAY BE ADAPTED TO REFLECT PRIME LEASE PROVISIONS.]

Fixed Rent; Additional Rent. (a1) Sublessee Tenant covenants and agrees to pay to Landlord during and throughout the Term of this sublease Fixed Rent at the rate of Two Hundred Seventy-Three Thousand Seven Hundred Seventy-Five Dollars ($273,775.00) per annum for each year (pro rated for any portion thereof) of the period from the Sublet Space Commencement Date to and including the Expiration Date payable in equal monthly installments of $22,814.58. Tenant shall pay the first month's Fixed Rent due upon signing. The parties agree to Sublessor a fixed rent, exclusive execute within ten (10) business days of electricity, at an annual rate as follows: (i) $185,346 per annum ($15,445.50 per month) for the period commencing on the one hundred twentieth (120th) day immediately following the Sublet Space Commencement Date through and including November 30, 2005; and (ii) $194,172 per annum ($16,181.00 per month) for an amendment to this Lease confirming the period commencing on December 1, 2005 through date when the Expiration DateSublet Space Commencement Date occurred. (b2) All fixed rent Tenant shall be paid pay Fixed Rent in equal monthly installments in advance advance, on the fifth (5th) business day prior to the first (1st) day of each and every calendar month of the Term hereof, commencing on the Commencement Date hereof; provided, however, that if the Commencement Date (or if the date on which during the Term of this Sublease shall expire or sooner terminate) shall be other than the first day (or last day) sublease. The monthly installment of a calendar month, then Sublessee shall pay prorated fixed rent for such Fixed Rent payable on account of any partial calendar month occurring within during the Term hereof. All payments of fixed rent and additional rent this sublease, if any, shall be payable to, and delivered to, Sublessor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the attention of: ▇▇. ▇▇▇▇▇ Means, or to such other place as Sublessor may designate upon thirty (30) days prior written notice to Sublesseeprorated. (c3) In addition toAll sums of money, other than Fixed Rent, as shall become due and not in lieu ofpayable by Tenant to Landlord under this sublease, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Tax Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Taxes (as defined in the Prime Lease) for the tax year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed the Taxes for the 2001/2002 tax year. Sublessee's Tax Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5357%additional rent, and Landlord shall have the same rights and remedies in the event of non-payment of additional rent as are available to Landlord for the non-payment of Fixed Rent. Sublessee's Tax Payment Additional Rent shall include, but not be limited to, all Escalation Rent and all other costs, fees, expenses and charges due from and payable by Landlord to Prime Lessor which are attributable to, or arise with respect to, the Sublet Space. Unless otherwise specified, Tenant shall pay all Additional Rent and the same shall be paid to Sublessor within due thirty (30) days after receipt of an invoice therefor, which shall be accompanied notice by a copy of the tax ▇▇▇▇Landlord. (d) In addition to, and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Operating Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Operating Expenses (as defined in the Prime Lease) for the calendar year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed Operating Expenses for the 2001 calendar year. Sublessee's Operating Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5595%. Sublessee's Operating Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor. (e) Except as otherwise provided for herein, in addition to fixed rent, Sublessee shall pay to Sublessor, as additional rent (i) all additional rent which Sublessor is obligated to pay under the Prime Lease as a result of services requested by Sublessee which are in addition to those services which Prime Lessor is required to provide under the Prime Lease without additional charge and (ii) all fees, charges and other amounts, if any, required under the terms of the Prime Lease to be paid by Sublessor to Prime Lessor on account of any (x) act, omission or use of the Subleased Premises, and/or (y) default by Sublessee under this Sublease or the Prime Lease. Sublessee's obligation to pay additional rent shall survive the expiration or other termination of the Term. (f) All fixed rent, additional rent and other charges payable by Sublessee pursuant to this Sublease shall be paid in lawful money of the United States of America, without any deduction, set-off or abatement whatsoever, except as may hereinafter be specifically provided. (g) All costs and expenses and other amounts which Sublessee agrees to pay, pursuant to the provisions of this Sublease, shall be deemed additional rent, and in the event of nonpayment, Sublessor shall have the rights and remedies herein provided for in the case of nonpayment of fixed rent.

Fixed Rent; Additional Rent. (a) Sublessee Tenant covenants and agrees to pay to Landlord during and throughout the Term of this sublease Fixed Rent at the rate of Two Hundred Seventy-Three Thousand Seven Hundred Seventy-Five Dollars ($273,775.00) per annum for each year (pro rated for any portion thereof) of the period from the Sublet Space Commencement Date to and including the Expiration Date payable in equal monthly installments of $22,814.58. Tenant shall pay the first month's Fixed Rent due upon signing. The parties agree to Sublessor a fixed rent, exclusive execute within ten (10) business days of electricity, at an annual rate as follows: (i) $185,346 per annum ($15,445.50 per month) for the period commencing on the one hundred twentieth (120th) day immediately following the Sublet Space Commencement Date through and including November 30, 2005; and (ii) $194,172 per annum ($16,181.00 per month) for an amendment to this Lease confirming the period commencing on December 1, 2005 through date when the Expiration DateSublet Space Commencement Date occurred. (b) All fixed rent Tenant shall be paid pay Fixed Rent in equal monthly installments in advance advance, on the fifth (5th) business day prior to the first (1st) day of each and every calendar month of the Term hereof, commencing on the Commencement Date hereof; provided, however, that if the Commencement Date (or if the date on which during the Term of this Sublease shall expire or sooner terminate) shall be other than the first day (or last day) sublease. The monthly installment of a calendar month, then Sublessee shall pay prorated fixed rent for such Fixed Rent payable on account of any partial calendar month occurring within during the Term hereof. All payments of fixed rent and additional rent this sublease, if any, shall be payable to, and delivered to, Sublessor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the attention of: ▇▇. ▇▇▇▇▇ Means, or to such other place as Sublessor may designate upon thirty (30) days prior written notice to Sublesseeprorated. (c) In addition toAll sums of money, other than Fixed Rent, as shall become due and not in lieu ofpayable by Tenant to Landlord under this sublease, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Tax Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Taxes (as defined in the Prime Lease) for the tax year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed the Taxes for the 2001/2002 tax year. Sublessee's Tax Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5357%additional rent, and Landlord shall have the same rights and remedies in the event of non-payment of additional rent as are available to Landlord for the non-payment of Fixed Rent. Sublessee's Tax Payment Additional Rent shall include, but not be limited to, all Escalation Rent and all other costs, fees, expenses and charges due from and payable by Landlord to Prime Lessor which are attributable to, or arise with respect to, the Sublet Space. Unless otherwise specified, Tenant shall pay all Additional Rent and the same shall be paid to Sublessor within due thirty (30) days after receipt of an invoice therefor, which shall be accompanied notice by a copy of the tax ▇▇▇▇Landlord. (d) In addition toAll Fixed Rent, Escalation Rent and not in lieu of, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Operating Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Operating Expenses (as defined in the Prime Lease) for the calendar year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed Operating Expenses for the 2001 calendar year. Sublessee's Operating Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5595%. Sublessee's Operating Payment shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor. (e) Except as otherwise provided for herein, in addition to fixed rent, Sublessee shall pay to Sublessor, as additional rent (i) all additional rent which Sublessor is obligated to pay under the Prime Lease as a result of services requested by Sublessee which are in addition to those services which Prime Lessor is required to provide under the Prime Lease without additional charge and (ii) all fees, charges and other amounts, if any, required under the terms of the Prime Lease to be paid by Sublessor to Prime Lessor on account of any (x) act, omission or use of the Subleased Premises, and/or (y) default by Sublessee under this Sublease or the Prime Lease. Sublessee's obligation to pay additional rent shall survive the expiration or other termination of the Term. (f) All fixed rent, additional rent and other charges sums payable hereunder by Sublessee pursuant to this Sublease Tenant shall be paid in lawful money of the United States of America, without any deduction, set-off or abatement offset, abatement, defense and/or counterclaim whatsoever. All Fixed Rent, except as may hereinafter be specifically provided. (g) All costs Escalation Rent and expenses all additional rent and other amounts sums payable hereunder shall be paid by check, drawn on Silicon Valley Bank, or upon a bank which Sublessee agrees to payis a member of the New York Clearing House or any successor thereto, pursuant issued directly from Tenant, without endorsements, to the provisions order of this Sublease, shall be deemed additional rent, and Landlord or such other party as Landlord may designate in the event of nonpayment, Sublessor shall have the rights and remedies herein provided for in the case of nonpayment of fixed rentwriting.

Fixed Rent; Additional Rent. (a) Sublessee shall Subtenant covenants and agrees to pay to Sublessor a fixed rent, exclusive Sublandlord during and throughout the Term of electricity, this Sublease Fixed Rent at an annual the rate as follows: of One Hundred Ninety-One Thousand Four Hundred and No/100 Dollars (i$191,400.00) $185,346 per annum for each year ($15,445.50 per monthpro rated for any portion thereof) for the period commencing on from the one hundred twentieth (120th) day immediately following the Sublet Space Commencement Date through to and including November 30, 2005; and (ii) $194,172 per annum the Expiration Date payable in equal monthly installments of Fifteen Thousand Nine-Hundred Fifty and No/100 Dollars ($16,181.00 per 15,950). Subtenant shall pay the first month) 's Fixed Rent upon execution of this Sublease. Notwithstanding the foregoing, as an inducement to Subtenant to enter into this Sublease, Sublandlord agrees that payments of Fixed Rent shall be abated for the period commencing on December 1first five months of the Term of this Sublease, 2005 through such that the Expiration Datefirst payment of monthly Fixed Rent shall be due, in advance, for the month of October 2005. (b) All fixed rent Payments of Fixed Rent and Additional Rent shall be paid due and payable in equal monthly installments installments, in advance advance, on the first (1st) day of each and every calendar month during the Term of this Sublease. Payments of Fixed Rent and Additional Rent, or any portion thereof, which have not been received by Sublandlord by the fifth day of a calendar month will be subject to a late charge equal to five percent (5%) of the Term hereofunpaid payment or $100, commencing on whichever is greater, as compensation for Sublandlord’s cost of processing late payments. In addition, any payment not received by the Commencement Date hereof; provided, however, that if fifth day of a calendar month will accrue interest at the Commencement Date (or if same rate of interest provided for in the Prime Lease from the first day of the calendar month for which such payment was due until the date on which it is paid with accrued interest. The monthly installment of Fixed Rent and Additional Rent payable on account of any partial calendar month during the Term of this Sublease shall expire or sooner terminate) Sublease, if any, shall be other than the first day (or last day) of a calendar month, then Sublessee shall pay prorated fixed rent for such partial calendar month occurring within the Term hereof. All payments of fixed rent and additional rent shall be payable to, and delivered to, Sublessor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the attention of: ▇▇. ▇▇▇▇▇ Means, or to such other place as Sublessor may designate upon thirty (30) days prior written notice to Sublesseeprorated. (c) In addition toAll sums of money, other than Fixed Rent, as shall become due and not in lieu ofpayable by Subtenant to Sublandlord under this Sublease, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Tax Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount by which Taxes (as defined in the Prime Lease) for the tax year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed the Taxes for the 2001/2002 tax year. Sublessee's Tax Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5357%additional rent (“Additional Rent”), and Sublandlord shall have the same rights and remedies in the event of non-payment of Additional Rent as are available to Sublandlord for the non-payment of Fixed Rent. Sublessee's Tax Payment Additional Rent shall include, but not be limited to, all Escalation Rent (hereinafter defined in Section 4) and all other costs, fees, expenses and charges due from and payable by Sublandlord to Prime Lessor which are attributable to, or arise with respect to, the Sublet Space. Unless otherwise specified, Subtenant shall pay all Additional Rent and the same shall be paid to Sublessor within due thirty (30) days after receipt of an invoice therefor, which shall be accompanied notice by a copy of the tax ▇▇▇▇Sublandlord. (d) In addition toAll Fixed Rent and all Additional Rent, and not in lieu ofincluding Escalation Rent, the fixed rent payable above, Sublessee shall pay (such payment herein referred to as "Sublessee's Operating Payment") to Sublessor as additional rent, Sublessee's proportionate share of the amount hereunder by which Operating Expenses (as defined in the Prime Lease) for the calendar year in question (any part of which shall occur during the Term, but only as to such part thereof which occurs during the Term) shall exceed Operating Expenses for the 2001 calendar year. Sublessee's Operating Payment shall be calculated in accordance with the provisions of Article 3 of the Prime Lease, except that Sublessee's proportionate share shall be deemed to be .5595%. Sublessee's Operating Payment Subtenant shall be paid to Sublessor within thirty (30) days after receipt of an invoice therefor. (e) Except as otherwise provided for herein, in addition to fixed rent, Sublessee shall pay to Sublessor, as additional rent (i) all additional rent which Sublessor is obligated to pay under the Prime Lease as a result of services requested by Sublessee which are in addition to those services which Prime Lessor is required to provide under the Prime Lease without additional charge and (ii) all fees, charges and other amounts, if any, required under the terms of the Prime Lease to be paid by Sublessor to Prime Lessor on account of any (x) act, omission or use of the Subleased Premises, and/or (y) default by Sublessee under this Sublease or the Prime Lease. Sublessee's obligation to pay additional rent shall survive the expiration or other termination of the Term. (f) All fixed rent, additional rent and other charges payable by Sublessee pursuant to this Sublease shall be paid in lawful money of the United States of America, without any deduction, set-off offset, abatement, defense and/or counterclaim whatsoever at the address of Sublandlord set forth herein or abatement whatsoeverat such other address as Sublandlord may direct. All Fixed Rent and all Additional Rent, except as may hereinafter including Escalation Rent, payable hereunder shall be specifically provided. (g) All costs and expenses and other amounts paid by check, drawn on a bank which Sublessee agrees to payis a member of the New York Clearing House or any successor thereto, pursuant issued directly by Subtenant, without endorsements, to the provisions order of this Sublease, shall be deemed additional rent, and Sublandlord or to such other party as Sublandlord may designate in the event of nonpayment, Sublessor shall have the rights and remedies herein provided for in the case of nonpayment of fixed rentwriting.