Common use of Condition of Subleased Premises Clause in Contracts

Condition of Subleased Premises. 8.01 Subtenant has fully inspected the Subleased Premises and agrees to accept same "as is" in its condition on the Commencement Date hereof. Sublessor shall have no obligation to perform any improvements in or about the Subleased Premises, except Sublessor's Work (as herein defined), which Landlord has approved. 8.02 Sublessor shall perform, finish, install and provide, or shall cause to be performed, finished, installed and provided in a good and workmanlike manner those items of work set forth in the Plans and Specifications which have been approved by Subtenant and are attached hereto as EXHIBIT "A" (the Sublessor's Work"). Sublessor represents that Sublessor's Work will be free from defects in material and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such that it will be substantially in accordance with the Plans and Specifications. For purposes of this Section 8, the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans and Specifications coordinated to take into account the fact that all of the Plans and Specifications should be complementary, and in the joining and coordinating of such documents, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be necessary to cause the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements under the Plans and Specifications. 8.03 Notwithstanding anything to the contrary set forth in this Lease Agreement, if for any reason the Commencement Date is delayed by any action or inaction of Subtenant, then, at Sublessor's option, Subtenant shall (i) pay Fixed Rent and Additional Rent in the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all of the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere with Subtenant's use and occupancy of the Subleased Premises for normal office purposes. Provided Subtenant shall deliver to Sublessor, within thirty (30) days of the Commencement Date, a list of all unperformed items of Sublessor's Work, Sublessor shall complete same to the extent required by 8.02 of this Sublease. 8.05 Sublessor shall cause to be obtained any permits, certificates and municipal authorizations required to be obtained such that Sublessor's Work complies with, and can be performed in compliance with all applicable laws, legal requirements, orders, ordinances, codes and regulations. 8.06 In connection with the performance of Sublessor's Work, Sublessor shall have the right, without having to obtain Subtenant's consent, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those set forth in the Plans and Specifications. Notwithstanding anything to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility of Subtenant and shall be paid by Subtenant, as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereof.

Condition of Subleased Premises. 8.01 Except as hereinafter provided, Subtenant has fully inspected understands and agrees that no materials whatever are to be furnished by Sublandlord and no work whatever is to be performed by Sublandlord in connection with the Subleased Premises or any part thereof, and Subtenant agrees to accept same the Premises in its "as as-is" in its and "where-is" condition on as of the Commencement Date hereof. Sublessor shall have no obligation to perform any improvements in or about commencement date of the Subleased PremisesTerm, except Sublessor's Work that Sublandlord agrees to deliver the Premises to Subtenant in vacant and "broom-clean" condition and will have performed at its sole cost and expense all of the work (as herein defined), which Landlord has approved. 8.02 Sublessor shall perform, finish, install and provide, or shall cause to be performed, finished, installed and provided in a good and workmanlike manner those items of work set forth in the Plans and Specifications which have been approved by Subtenant and are attached hereto as EXHIBIT "A" (the SublessorSublandlord's Work")) specified on Schedule A annexed hereto. Sublessor Sublandlord is not liable or responsible for or bound in any manner by any express or implied representations, warranties, covenants, agreements, obligations, guarantees, statements, information or inducements pertaining to the Premises or any part thereof, the fee title and physical and environmental condition thereof, the quantity, character, fitness and quality thereof, merchantability, fitness for particular purpose, the income, expenses or operation thereof, the value and profitability thereof, the uses which can be made thereof or any other matter or thing whatsoever with respect thereto. Subtenant acknowledges, agrees, represents that Sublessor's Work will be free from defects in material and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such warrants that it will be substantially has had the opportunity and has in accordance with fact inspected the Plans Premises, and Specifications. For that it has had access to information and data relating to all of same as Subtenant has considered necessary, prudent, appropriate or desirable for the purposes of this Section 8transaction and, without limiting the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans foregoing, that Subtenant and/or Subtenant's agents and Specifications coordinated to take into account the fact that representatives have independently inspected, examined, analyzed and appraised all of same, including the Plans condition, value and Specifications should be complementaryprofitability thereof. Without limiting the foregoing, Subtenant acknowledges and in the joining and coordinating of such documentsagrees that, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work except as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be necessary to cause the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements under the Plans and Specifications. 8.03 Notwithstanding anything to the contrary expressly set forth in this Lease AgreementSublease, if Sublandlord is not liable or responsible for or bound in any reason manner by (and Subtenant has no relief upon) any oral or written or supplied guarantees, statements, information or inducements pertaining to the Commencement Date is delayed Premises or any part thereof, such condition and such operation and any other information respecting same furnished by or obtained from Sublandlord or any action agent or inaction representative of Subtenant, then, at Sublessor's optionSublandlord. Without limiting the foregoing, Subtenant shall (i) pay Fixed Rent acknowledges and Additional Rent in agrees that, with the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all exception of the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere with Subtenant's use and occupancy of the Subleased Premises for normal office purposes. Provided Subtenant shall deliver to Sublessor, within thirty (30) days of the Commencement Date, a list of all unperformed items of SublessorSublandlord's Work, Sublessor shall complete same to Subtenant is leasing the extent required by 8.02 of this SubleasePremises "AS IS" at the Sublease commencement date. 8.05 Sublessor shall cause to be obtained any permits, certificates and municipal authorizations required to be obtained such that Sublessor's Work complies with, and can be performed in compliance with all applicable laws, legal requirements, orders, ordinances, codes and regulations. 8.06 In connection with the performance of Sublessor's Work, Sublessor shall have the right, without having to obtain Subtenant's consent, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those set forth in the Plans and Specifications. Notwithstanding anything to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility of Subtenant and shall be paid by Subtenant, as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereof.

Condition of Subleased Premises. 8.01 Subtenant has fully inspected the Subleased Premises and agrees to accept same "as is" in its condition on the Commencement commencement Date hereof. , and Sublessor shall have no obligation to perform any improvements in or about the Subleased Premises, except Sublessor's Work (as herein defined), which Landlord has approved. 8.02 Sublessor shall perform, finish, install and provide, or shall cause to be performed, finished, installed and provided in a good and workmanlike manner those items of work set forth in the Plans Scope of Work dated May 1, 1996 and Specifications the Omnitech Drawing #96-651-F dated March 13, 1996 which have been approved by Subtenant and are attached hereto as EXHIBIT "A" (collectively known as the "Plans & Specifications"), together with any drawings, plans, permits, certificates and municipal authorizations needed to complete the foregoing items of work ("the Sublessor's Work"). Sublessor represents that Sublessor's Work will be free from defects in material and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such that it will be substantially in accordance with the Plans and Specifications. For purposes of this Section 8, the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans and Specifications coordinated to take into account the fact that all of the Plans and Specifications should be complementary, and in the joining and coordinating of such documents, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be necessary to cause the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements under the Plans and Specifications. 8.03 Notwithstanding anything to the contrary set forth in this Lease Agreement, if for any reason the Commencement Date is delayed by any action or inaction of Subtenant, then, at Sublessor's option, Subtenant shall (i) pay Fixed Rent and Additional Rent in the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all of the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere with Subtenant's use and occupancy of the Subleased Premises for normal office purposes. Provided Subtenant shall deliver to Sublessor, within thirty (30) days of the Commencement Date, a list of all unperformed items of Sublessor's Work, Sublessor shall complete same to the extent required by 8.02 of this Sublease. 8.05 Sublessor shall cause to be obtained any permits, certificates and municipal authorizations required to be obtained such that Sublessor's Work complies with, and can be performed in compliance with all applicable laws, legal requirements, orders, ordinances, codes and regulations. 8.06 In connection with the performance of Sublessor's Work, Sublessor shall have the right, without having to obtain Subtenant's consent, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those set forth in the Plans and Specifications. Notwithstanding anything to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility of Subtenant and shall be paid by Subtenant, as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereof.and

Condition of Subleased Premises. 8.01 Subtenant has fully inspected Sublessor's Allowances -------------------------------------------------------- (a) Sublessee acknowledges that Sublessee is hiring the Subleased Premises and agrees to accept same in "as is" condition as of the date hereof (subject to the provisions of Section 8(b) hereof. In making and executing this Sublease, Sublessee has not relied upon or been induced by any statements or representations of any person with respect to the physical condition of the Subleased Premises. Sublessee has relied solely on its own investigations, examinations and inspections of the Subleased Premises. (b) Notwithstanding the provisions of Section 8(a) above, Sublessor hereby agrees to: (i) deliver the Subleased Premises to Sublessee in its condition on broom clean condition, with all furniture, furnishings, and non-appurtenant equipment removed therefrom before the Commencement Date hereofDate; (ii) reimburse Sublessee up to a maximum of $615,260.00 (i.e., $10.00 per rentable square foot) for Sublessee's actual costs incurred for the design and construction of the Subleased Premises; plus (iii) reimburse Sublessee to a maximum of the first $100,000 of the cost incurred by Sublessee for demolition (only) of the Subleased Premises. Sublessor shall have no obligation to perform any improvements in or about reimburse Sublessee for the Subleased Premises, except Sublessor's Work (as herein defined), which Landlord has approved. 8.02 Sublessor shall perform, finish, install and provide, or shall cause to be performed, finished, installed and provided in a good and workmanlike manner those items of work set forth in the Plans and Specifications which have been approved by Subtenant and are attached hereto as EXHIBIT "A" (the Sublessor's Work"). Sublessor represents that Sublessor's Work will be free from defects in material and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such that it will be substantially in accordance with the Plans and Specifications. For purposes of this Section 8, the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans and Specifications coordinated to take into account the fact that all of the Plans and Specifications should be complementary, and in the joining and coordinating of such documents, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be necessary to cause the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements costs under the Plans and Specifications. 8.03 Notwithstanding anything to the contrary set forth in this Lease Agreement, if for any reason the Commencement Date is delayed by any action or inaction of Subtenant, then, at Sublessor's option, Subtenant shall (i) pay Fixed Rent and Additional Rent in the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all of and (iii) above in installments on a periodic basis as the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work work progresses. Each periodic payment shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere made with Subtenant's use and occupancy of the Subleased Premises for normal office purposes. Provided Subtenant shall deliver to Sublessor, within thirty (30) days after Sublessor's receipt of the Commencement Datereasonably detailed documentation and evidence of Sublessee's payment of said costs, a list of all unperformed items of including cancelled checks, paid invoices and/or requisitions from contractors. (c) As used herein, "Sublessor's Work, " shall mean the obligations of Sublessor shall complete same pursuant to the extent required by 8.02 Section 8(b)(i) hereof. Page 39 of this Sublease. 8.05 Sublessor shall cause to be obtained any permits, certificates and municipal authorizations required to be obtained such that Sublessor's Work complies with, and can be performed in compliance with all applicable laws, legal requirements, orders, ordinances, codes and regulations. 8.06 In connection with the performance of Sublessor's Work, Sublessor shall have the right, without having to obtain Subtenant's consent, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those set forth in the Plans and Specifications. Notwithstanding anything to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility of Subtenant and shall be paid by Subtenant, as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereof.117 Pages

Condition of Subleased Premises. 8.01 Subtenant has fully inspected the Subleased Premises and agrees to accept same "2.1 Attached hereto as is" in its condition on the Commencement Date hereof. Sublessor shall have no obligation to perform any improvements in or about the Subleased Premises, except Sublessor's Work (as herein defined), which Landlord has approved. 8.02 Sublessor shall perform, finish, install and provide, or shall cause to be performed, finished, installed and provided in Exhibit 2 is a good and workmanlike manner those items description of work set forth in the Plans and Specifications which have been approved by Subtenant and are attached hereto as EXHIBIT "A" (the Sublessor's "Base Building ------------- Work"). Sublessor represents that Sublessor's Work will be free from defects in material , including a list of plans and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such that it will be substantially in accordance with the Plans and Specifications. For purposes of this Section 8, the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans and Specifications coordinated to take into account the fact that all of the Plans and Specifications should be complementary, and in the joining and coordinating of such documents, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be such Base Building ---- Work, necessary to cause improve the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements premises leased under the Plans Primary Sublease with a four-story office building (the "Building") and Specifications.related improvements. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 8.03 Notwithstanding anything to the contrary set forth in this Lease Agreement, if for any reason the Commencement Date 2.2 Attached hereto as Exhibit 8 is delayed by any action or inaction of Subtenant, then, at Sublessor's option, Subtenant shall (i) pay Fixed Rent and Additional Rent in the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all of the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere with Subtenant's use and occupancy of the Subleased Premises for normal office purposes. Provided Subtenant shall deliver to Sublessor, within thirty (30) days of the Commencement Date, a list of all unperformed items permits, approvals, consents --------- and licenses (collectively, the "Approvals") required for construction of Sublessor's the --------- Work, including the dates upon which such Approvals are to be obtained. Sublessor represents and warrants to Sublessee that the Approvals constitute all of the permits, approvals, consents and licenses required for performance of the Work and operation of the Building and related improvements. 2.3 Sublessor shall complete same perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the extent required by 8.02 requirements of this Sublease. 8.05 Sublessor shall cause to be obtained any permits, certificates all Documents and municipal authorizations required to be obtained such that Sublessor's Work complies withall Approvals, and can be performed in compliance with pursuant to all applicable laws, legal requirements, orders, ordinances, codes and regulations, including without limitation the requirements of the Americans with Disabilities Act. 8.06 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor set forth in Exhibit 8, and to commence and perform the Work so as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such Exhibit. In connection with the performance event Sublessor fails to obtain an Approval by the "drop dead date" therefor set forth in Exhibit 8, or, except for the "Tenant Floorplan Finalized" and the "Bottomline Approval of Sublessor's Work(TI) Pricing" matters and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, without having to obtain Subtenant's consentexercisable by notice of Sublessor given at any time while such failure persists, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those terminate this Sublease. The construction milestone dates set forth in the Plans and Specifications. Notwithstanding anything Exhibit 8 shall be extended one day up to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested a maximum of 180 days for each day of delay caused by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility occurrence of Subtenant and shall be paid by Subtenant, an event of "Force Majeure" defined as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereof.follows:

Condition of Subleased Premises. 8.01 (a) Sublandlord hereby subleases to Subtenant, and Subtenant has fully inspected the Subleased Premises and agrees to accept same "as is" in its condition on the Commencement Date hereof. Sublessor shall have no obligation to perform any improvements in or about hereby hires from Sublandlord, the Subleased Premises, except Sublessorupon and subject to the terms and conditions herein set forth, in its "as is," "where is," "with all faults" condition existing on the date hereof, subject to the completion of Landlord's Base Building Work (as it may be affected by the Subleased Premises Work) and the Subleased Premises Work (as defined in Section 4(b) below) as provided herein definedbut without requiring any other Alterations (as defined below), which Landlord has approved. 8.02 Sublessor shall performimprovements, finishrepairs or decorations to be made by Sublandlord or at Sublandlord's expense, install and provideeither at the time possession is given to Subtenant or during the entire Term of this Sublease, or shall cause to be performedany extension thereof, finished, installed and except for the performance of Subleased Premises Work as provided in a good the Work Letter referenced in Section 4(b), below, and workmanlike manner those items without any requirement or obligation of work Sublandlord to reimburse Subtenant or provide any allowance for any improvements, repairs, decorations, painting or carpeting, except as set forth in the Plans and Specifications which have been approved by such Work Letter. In connection therewith, Subtenant and are attached hereto as EXHIBIT "A" (the Sublessor's Work"). Sublessor represents that Sublessor's Work will be free from defects in material and workmanship for a period of one (1) year from the Commencement Date. Sublessor's Work will be completed such acknowledges that it will be substantially in accordance with has been given adequate time to examine the Plans and Specifications. For purposes of this Section 8, the term "substantially in accordance" shall mean work conforming to detailed measurements contained in the Plans and Specifications coordinated to take into account the fact that all of the Plans and Specifications should be complementarySubleased Premises, and in the joining and coordinating of such documentsthat, ambiguities or implications may occur, and the Sublessor's Work should be deemed to fairly reflect the intended result. It is acknowledged by Subtenant (and same shall not be an objection) that (a) contractors must join, cut, correlate or complete and combine work existing either outside the scope of the Plans and Specifications or by other trades to accommodate field conditions or ambiguity in the correlation of Plans and Specifications; (b) contractors must patch, cut or join work except as a result of subsequent change orders so that such Sublessor's Work shall be harmonious with the existing completed work, or so that the existing work may receive such changes; (c) changes may occur in existing work to receive equipment or materials, the specifications for which were incorrect in the original contract documents; (d) minor or desirable deviations may be necessary to cause the specific function or working parts to connect or provide the utility intended; (e) modifications, patching, blending or joining of Sublessor's Work may occur in order to accommodate field conditions not reflected in the Plans and Specifications; and (f) there may exist and be performed other work, which in accordance with good trade practices, would be required in order to accommodate Subtenant's intended requirements as reasonably implied from the correlation of all requirements under the Plans and Specifications. 8.03 Notwithstanding anything to the contrary expressly set forth in this Lease AgreementSublease, if for any reason no representation or warranty, either express or implied, written or oral, has been made by Sublandlord with respect to the Commencement Date is delayed by any action Building and Land or inaction of Subtenant, then, at Sublessor's option, Subtenant shall (i) pay Fixed Rent and Additional Rent in the amounts set forth in this Sublease from the date on which the Commencement Date would have occurred through the day immediately preceding the Commencement Date, and (ii) Subtenant shall comply with all of the other terms and conditions of this Sublease as if the Term had commenced. 8.04 Sublessor's Work shall be deemed completed notwithstanding the fact that portions of such work remain to be performed, furnished, installed and/or provided, so long as the same does not, and completion thereof will not, prevent Subtenant from occupying the Subleased Premises for the conduct of its business or materially interfere with Subtenant's use and occupancy suitability of the Subleased Premises for normal office purposesany use or purpose by Subtenant. (b) The initial tenant improvements to the Subleased Premises (the "Subleased Premises Work") shall be performed by Overlandlord pursuant to the provisions of Schedule 4(b), attached (the "Work Letter"). Provided Subtenant Sublandlord shall deliver to Sublessor, within thirty (30) days possession of the Commencement Date, a list of all unperformed items of Sublessor's Work, Sublessor shall complete same Subleased Premises to the extent required by 8.02 Subtenant on the Commencement Date broom clean, free of this Sublease. 8.05 Sublessor shall cause to be obtained any permitsoccupants, certificates and municipal authorizations required to be obtained such that Sublessor's Work complies with, and can be performed in compliance with all Legal Requirements (as defined below) applicable laws, legal requirements, orders, ordinances, codes to the Subleased Premises and regulations. 8.06 In connection with the performance of Sublessor's Work, Sublessor shall have the right, without having Permitted Use generally (as opposed to obtain Subtenant's consent, to (i) make changes and modifications to the Plans and Specifications to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, and (ii) make changes and substitutions of materials from those set forth on the Plans and Specifications, provided such changed or substituted materials are at least equivalent in quality and design to those set forth in the Plans and Specifications. Notwithstanding anything to the contrary contained in this Lease Agreement any changes or modifications to the Plans and Specifications attached hereto as Exhibit A which are either requested by the Subtenant or are required to comply with any governmental or inspecting authorities, laws, codes, rules, regulations or permits, shall be the sole responsibility of Subtenant and shall be paid by Subtenant, as additional Rent within ten (10) days of the date on which Sublessor shall sent a statement to Subtenant requesting payment thereofparticular use).