Landlord’s Contribution Landlord shall, in the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.
Reports of Foreclosures and Abandonment of Mortgaged Property The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Removal of Tenant Property by Tenant Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal.
Permitted Alterations Tenant shall not make or permit any Alterations without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in no event shall any Alterations (i) affect the exterior of the Building or the outside areas of the Property or the Building (or be visible from adjoining sites), (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, (iii) require any change to the basic floor plan of the Premises, any change to the structural or mechanical components of the Premises, or any governmental approval or permit as a prerequisite to the construction thereof, (iv) interfere in any manner with the proper functioning of or Landlord’s access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. All Alterations shall be constructed pursuant to plans and specifications previously provided to and, when applicable, approved in writing by Landlord, shall be installed by a licensed contractor at Tenant’s sole expense in compliance with all Applicable Laws, and shall be accomplished in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date and in accordance with the provisions of Section 22.1 below. No Hazardous Materials, including, but not limited to, asbestos or asbestos-containing materials, shall be used by Tenant or Tenant’s Agents in the construction or installation of any Alterations permitted hereunder. All Alterations made by Tenant shall be and become the property of Landlord upon the construction or installation thereof and shall not be deemed Tenant’s Personal Property; provided, however, that Landlord may, at its option and by notice delivered to Tenant at the time of Landlord’s approval, require that Tenant, upon the expiration or sooner termination of this Lease, at Tenant’s expense, remove any or all Alterations and return the Premises to its condition as of the Commencement Date, normal wear and tear excepted. Notwithstanding any other provisions of this Lease to the contrary, Tenant shall be solely responsible for the maintenance, repair and replacement of any and all Alterations made by or for the benefit of Tenant (including, without limitation, by Landlord for the benefit of Tenant). In addition, Tenant shall be responsible for the payment of any increase in Real Property Taxes that are attributable to any Alterations, which payment shall be made by Tenant to Landlord within ten (10) days following Landlord’s written demand therefor from time to time. Notwithstanding anything to the contrary in this Section 8.1, Tenant, without Landlord’s consent, may make minor Alterations to the Premises which do not affect the Building’s structure or operating systems and that do not cost more than $50,000.00 per project; provided however, Tenant shall provide notice no less than ten (10) business days’ notice of such Alterations.
Landlord’s Consent to Alterations Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.
Reports of Foreclosures and Abandonments of Mortgaged Property Following the foreclosure sale or abandonment of any Mortgaged Property, the Servicer shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code.
SUBSTITUTION OF OTHER PREMISES Landlord may elect, by written notice to Tenant, to substitute for the Premises other office space in the Building (herein called the “Substitute Premises”) designated by Landlord, provided that such Substitute Premises shall be comparable to the Premises (e.g. comparable size, comparable finishes, comparable number of offices and conference rooms, comparable ceiling treatment, doors and hardware). Such notice shall be accompanied by a space plan of the Substitute Premises, and indicate the area of the Substitute Premises, which space plan shall be approved by Tenant within three (3) business days following Landlord’s delivery thereof (such approval not to be unreasonably withheld, conditioned or delayed). Upon receipt of any such notice from Landlord, Tenant will reasonably cooperate with Landlord to supply such information as may be necessary to allow Landlord’s architects, at Landlord’s cost, to prepare plans and specifications for the Substitute Premises in a form which is complete to allow subcontractors to bid on the work, and which are a logical extension of the space plan of the Substitute Premises (as reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Relocation Plans”), and Landlord shall thereafter build out the Substitute Premises in accordance with the Relocation Plans. Notwithstanding anything to the contrary set forth in this Article 22, to the extent Tenant request any upgrades in the improvements located in such Substitute Premises vis-à-vis the improvements then existing in the Premises (e.g., specialty finishes such as glass, ceiling treatments, specialty lighting, built-in or custom cabinetry), Tenant shall pay to Landlord, promptly upon billing therefor, all costs and expenses incurred by Landlord in connection with such upgraded improvements. Tenant shall vacate and surrender the Premises and shall occupy the Substitute Premises upon substantial completion of the work to be performed by Landlord in the Substitute Premises pursuant to the Relocation Plans and this Article 22 (and Landlord shall provide Tenant with at least thirty (30) days’ notice of Landlord’s substantial completion of the improvements within the Substitute Premises so that Tenant shall have a reasonable opportunity to schedule the move of its personal property from the Premises into the Substitute Premises over a weekend (other than a holiday weekend)). Further, Landlord shall, at Landlord’s expense, (i) furnish and install in the Substitute Premises fixtures, equipment, improvements and appurtenances at least equal in quality to those contained in the Premises at the time such notice of substitution is given by Landlord, in accordance with the Relocation Plans, (ii) provide sufficient personnel to perform under Tenant’s direction the moving of Tenant’s Property from the Premises to the Substitute Premises, and (iii) reimburse Tenant for all actual and reasonable out-of-pocket costs incurred by Tenant in connection with its move from the Premises to the Substitute Premises, including, without limitation, the cost to install new communications and computer lines (to the extent not installed by Landlord as part of its installation of the improvements in the Substitute Premises), the cost to move Tenant’s furniture from the Premises to the Substitute Premises, and the cost of reasonable amounts of replacement stationery. Tenant agrees to cooperate with Landlord so as to facilitate the prompt completion by Landlord of its obligations under this Article and the prompt surrender by Tenant of the Premises. Without limiting the generality of the preceding sentence, Tenant agrees (A) to provide to Landlord promptly any approvals or instructions and any other information reasonably requested by Landlord in connection with the preparation of the Relocation Plans, and (B) to perform promptly in the Substitute Premises any work to be performed therein by Tenant to prepare the same for Tenant’s occupancy. In the event Tenant is relocated in accordance with this Article 22, and the rentable area of the Substitute Premises is not equal to the rentable area of the Premises, all amounts, percentages and figures appearing or referred to in this Lease based upon such rentable area (including, without limitation, the amounts of the Rent and Tenant’s Share) shall be modified accordingly; provided, however, that notwithstanding the foregoing, Tenant’s Base Rent shall not increase as a result of such relocation. Simultaneously with such relocation of the Premises, the parties shall immediately execute an amendment to this Lease stating the relocation of the Premises, and amending those Sections of the Summary, and replacing Exhibit A to this Lease, as shall be necessary to accurately describe the Substitute Premises (including, without limitation, the location and the rentable area of the Substitute Premises).
Repairs by Tenant Tenant shall, at its sole cost and expense, promptly perform all maintenance, repairs, refurbishing and replacement work to the Leased Premises that are not Landlord’s express responsibility under this Lease, and shall keep the Leased Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair obligations include repairs to: (a) floor covering, (b) interior partitions, (c) doors, (d) the interior side of demising walls, (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant and located in the Leased Premises or other portions of the Building, (f) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing and similar facilities serving Tenant exclusively, and (g) alterations performed by contractors retained by Tenant, including related HVAC balancing. All Tenant’s work shall be performed in accordance with the rules and procedures described in Section 5.2 hereof. Upon termination of this Lease, Tenant will surrender and deliver the Leased Premises to Landlord in the same condition in which the Leased Premises existed on the Commencement Date, subject, however, to (i) the provisions of Article VI hereof, (ii) the alterations permitted pursuant to this Lease, (iii) the provisions of Section 5.3, and (iv) except for ordinary wear and tear. If Tenant should fail or refuse to make such repairs, refurbishings or replacements or perform said maintenance as and when reasonably required, Landlord may, at its option, but without any obligation to do so, cure such failure or refusal and Landlord’s costs shall be reimburseable by Tenant as additional rent, by Tenant, immediately upon invoicing by Landlord. Notwithstanding the foregoing, Landlord agrees to perform, as Above Standard Services, Tenant’s repair and maintenance obligations with respect to the Leased Premises. Tenant shall notify Landlord of the need for any such repair and maintenance and Landlord shall endeavor to respond timely to each such request.
Restoration of Tenant's Property If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (b) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.
Restoration of Mortgaged Property The Servicer need not obtain the approval of the Trustee or the Master Servicer prior to releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Accepted Servicing Practices. At a minimum, with respect to claims greater than $10,000, the Servicer shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:
