Common use of Making of Alterations; Landlord’s Consent Clause in Contracts

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay its consent to any Alteration which Tenant may desire to make to the Premises except to the extent such Alteration (1) adversely affects the Building Structure or Building Systems (including, without limitation, any overloading), (2) affects the exterior appearance of the Building, or (3) would not comply with Applicable Laws (each of the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”). Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost more than Two Hundred Fifty Thousand Dollars ($250,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consent, not to exceed $2,500. Any Alterations shall be made at Tenant’s expense, by its contractors and subcontractors, in a good, workmanlike and first-class manner, and in accordance with plans and specifications approved in advance by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all Applicable Laws. Xxxxxxxx’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review the making of any Alterations, so long as such inspection does not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, the roof of the Building, and/or any other portion of the Base Building shall be performed by contractors and subcontractors reasonably approved by Landlord and at Tenant’s expense, or by Landlord’s designated contractor or subcontractor at Tenant’s expense, provided that the fees charged by such designated contractor or subcontractor do not exceed the market range applicable to the Sunnyvale, California submarket in more than a de minimis manner and further provided that such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-up. Within ten (10) days following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, Tenant shall deliver to Landlord a complete set of “as built” plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibility.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises except Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the extent such Alteration sole and absolute judgment of Landlord (1) adversely affects affect the Building Structure or Building Systems (including, without limitation, any overloading)marketability of the Premises, (2) affects exceed the exterior appearance capacity of, hinder the effectiveness of, interfere with the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the BuildingPremises or the Building or which will be connected to any of such systems, or (3) would not comply with Applicable Laws (each of be visible from outside the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”)Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost cost, when aggregated with all other Alterations made during the previous twelve (12) months, more than Two One Hundred Fifty Thousand Dollars ($250,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consent, not to exceed $2,500100,000.00). Any Alterations shall be made at Tenant’s 's expense, by its contractors and subcontractorscontractors, in a good, workmanlike and first-class manner, and subcontractors and in accordance with complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and , (ii) has submitted to Landlord an architect’s 's certificate that the Alterations will conform to all Applicable applicable Laws, and (iii) has complied with all other requirements reasonably imposed by Landlord, including, without limitation, any requirements due to the underwriting guidelines of Landlord's insurance carriers. Xxxxxxxx’s Landlord's consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems Building's systems and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review supervise the making of any Alterations, so long as such inspection does not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, lab equipment, furniture or fixtures, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building, and/or any other portion of the Base Building shall shall, at Landlord's election, be performed by contractors and subcontractors reasonably approved by Landlord and at Tenant’s expense, or by Landlord’s 's designated contractor or subcontractor at Tenant’s expense, provided that 's expense at the fees same rates charged to Landlord by such designated contractor without markup, which rates shall be consistent with competitive costs for similar services of comparable quality rendered by persons or subcontractor entities of similar skill, competence and experience provided in the same geographic area as the Building. With respect to future Alterations and not with respect to the Tenant’s Work, Tenant shall reimburse Landlord as Additional Rent for any actual sums paid by Landlord for third party examination of Tenant's plans and specifications for Alterations, plus a fee to Landlord’s property manager paid as Additional Rent (a) in the amount equal to one percent (1%) of the costs of such Alterations if Tenant manages the Alterations, or (b) in an amount equal to three percent (3%) of the cost of such work if Landlord, or any affiliate of Landlord, or Landlord’s property manager manages the Alterations.. If any Alterations which require Landlord’s approval are made without the prior written consent of Landlord, or which do not exceed the market range applicable conform to the Sunnyvaleplans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section 8, California submarket Landlord may, in more than a de minimis manner and further provided that its sole discretion, correct or remove such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-upAlterations at Tenant's expense. Within ten (10) days following Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, at Landlord's request, Tenant either shall deliver to Landlord a complete set of “"as built” " plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibility.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises except Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the extent such Alteration good faith exercise of Landlord’s sole and absolute judgment (1) adversely affects exceed the Building Structure capacity of, hinder the effectiveness of, or Building Systems (includinginterfere with the electrical, without limitationmechanical, any overloading)heating, (2) affects ventilating, air conditioning, or plumbing systems of the exterior appearance of Premises or the Building, or (32) would not comply with Applicable Laws (each of be visible from outside the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”)Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost cost, when aggregated with all other Permitted Alterations made during the previous twelve (12) months, more than Two Hundred Fifty Thousand Dollars ($250,000200,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consentcollectively, not to exceed $2,500the “Permitted Alterations”). Any Alterations shall be made at Tenant’s expense, by its contractors and subcontractorscontractors, in a good, workmanlike and first-class manner, and (in the case of Alterations that are not Permitted Alterations) in accordance with complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and , (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all Applicable applicable Laws, and (iii) has complied with all other requirements reasonably imposed by Landlord, including, without limitation, any requirements due to the underwriting guidelines of Landlord’s insurance carriers. XxxxxxxxLandlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems Building’s systems and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review supervise the making of any Alterations, so long as such inspection does not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building, and/or any other portion of the Base Building shall shall, at Landlord’s election, be performed by contractors and subcontractors reasonably approved by Landlord and at Tenant’s expense, or by Landlord’s designated contractor or subcontractor at Tenant’s expense. If Landlord performs such work at Tenant’s request, provided Landlord’s property manager shall be paid Additional Rent in an amount equal to five percent (5%) of the cost of such work, and if Landlord does not perform such work and such work consists of Alterations that are other than Permitted Alterations, Landlord’s property manager shall be paid Additional Rent in an amount equal to one percent (1%) of the cost of such work. Whether or not Landlord performs such work, Landlord shall be reimbursed by Tenant for all out-of-pocket third party review fees charged incurred by Landlord in connection with such designated contractor work. If any Alterations which require Landlord’s approval are made without the prior written consent of Landlord, or subcontractor which do not exceed the market range applicable conform to the Sunnyvaleplans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section 8, California submarket Landlord may, in more than a de minimis manner and further provided that its sole discretion, correct or remove such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-upAlterations at Tenant’s expense. Within ten (10) days following Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, at Landlord’s request, Tenant either shall deliver to Landlord a complete set of “as built” plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibility.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay its consent to any Alteration which Tenant may desire to make to the Premises except to the extent such Alteration (1) adversely affects the Building Structure or Building Systems (including, without limitation, any overloading), (2) affects the exterior appearance of the Building, or (3) would not comply with Applicable Laws (each of the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”). Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost more than Two Hundred Fifty Thousand Dollars ($250,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consent, not to exceed $2,500. Any Alterations shall be made at Tenant’s 's expense, by its contractors and subcontractors, in a good, workmanlike and first-class manner, subcontractors and in accordance with complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and , (ii) has submitted to Landlord an architect’s 's certificate that the Alterations will conform to all Applicable applicable Laws, and (iii) has complied with all other requirements reasonably imposed by Landlord, including without limitation any requirements due to the underwriting guidelines of Landlord's insurance carriers. XxxxxxxxThroughout the performance of Alterations, Tenant shall carry worker’s compensation insurance in statutory limits, “all risk” Builders Risk coverage and general liability insurance, with completed operation endorsement, for any occurrence in or about the Building or Land, under which Landlord and its agent and any Ground Lessor and Mortgagee whose name and address have been furnished to Tenant shall be named as additional insured, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with evidence that such insurance is in effect at or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations. Landlord's consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems Building's systems and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review supervise the making of any Alterations. If any Alterations are made without the prior written consent of Landlord, so long as such inspection does or which do not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation conform to plans and air conditioning system of the Premises or the Building, the roof of the Building, and/or any other portion of the Base Building shall be performed by contractors and subcontractors reasonably specifications approved by Landlord and or to other conditions imposed by Landlord pursuant to this Section, Landlord may, in its sole discretion, correct or remove such Alterations at Tenant’s 's expense, or by Landlord’s designated contractor or subcontractor at Tenant’s expense, provided that the fees charged by such designated contractor or subcontractor do not exceed the market range applicable to the Sunnyvale, California submarket in more than a de minimis manner and further provided that such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-up. Within ten (10) days following Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require at Landlord's request, Tenant shall, at Tenant’s cost, provide Landlord’s approvalproperty manager with an electronic file of the final architectural drawings in either AutoCAD (version 2000 or later) or DXF format. If Tenant fails to provide Landlord with said architectural drawings, Tenant shall deliver to Landlord a complete set of “as built” plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Notwithstanding the foregoing, the consent of Landlord shall not be required for (a) painting or carpeting of the Premises, or (b) Alterations costing less than One Hundred Thousand Dollars ($100,000.00) in the aggregate which do not (i) require a permit, or (ii) affect any of the base building systems or any of the structural components of the Building (“Cosmetic Alterations”); further provided, that Tenant shall give Landlord written notice not less than at least ten (10) days days’ prior written notice of any such Cosmetic Alterations and Tenant shall observe all reasonable rules and regulations promulgated by Landlord with respect to the performance of such Cosmetic Alterations. Landlord shall use commercially reasonable efforts to respond to Tenant’s request to approve any Alterations to within ten (10) business days of Landlord’s receipt of the information required in this Section 8. If Landlord has not provided comments or approved Tenant’s request for any Alterations within said ten (10) business day period, Tenant may send Landlord another notice requesting Landlord’s approval of said Alterations and if Landlord does not respond within five (5) business days of such second notice, such Alterations shall be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibilitydeemed approved.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit authorize to be made any Alterations without the prior consent of Landlord as provided herein (which consent shall not be unreasonably withheld, conditioned or delayed) both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding ; provided, however, that Landlord shall retain sole and absolute (but good faith) discretion to withhold its consent to any Alteration: (i) to the foregoing, exterior of the Building; (ii) to the structure of the Building (provided that Landlord shall not unreasonably withhold, condition or delay its consent with respect to any Alteration core drilling by Tenant or any reinforcement of floors or the roof of the Building to accommodate systems installed in and/or serving the Premises, including high density file systems, supplemental HVAC systems and an emergency generator); or (iii) which will have a material adverse effect on the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Building or on any of the structural components of the Building. Within thirty (30) days after Landlord’s delivery to Tenant of its request together with reasonable evidence of payment of same, Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord and payable to independent third parties in connection with Landlord’s review of Alterations for which Tenant may desire requested Landlord’s approval. Within ten (10) business days after Tenant’s delivery to make to the Premises except Landlord of Tenant’s request for Landlord’s approval of any Alteration proposed by Tenant, together with plans and specifications for same to the extent such Alteration (1) adversely affects the Building Structure customarily prepared for similar Alterations, Landlord shall deliver to Tenant notice of Landlord’s approval or Building Systems (including, without limitation, any overloading), (2) affects the exterior appearance disapproval of the Buildingsame. In the event Landlord previously disapproved of the proposed Alterations and Tenant thereafter revises Tenant’s proposal and submits the same to Landlord for approval, or then, within three (3) would not comply with Applicable Laws (each business days after Tenant’s delivery to Landlord of Tenant’s revised request for Landlord’s approval of the foregoing items subject Alterations, together with revised plans and specifications for the same to the extent customarily prepared for similar Alterations, Landlord shall deliver to Tenant notice of Landlord’s approval or disapproval of the same. Each notice of disapproval delivered by Landlord shall set forth with reasonable particularity the reasons for disapproval and all modifications requested by Landlord with respect to the Alterations proposed by Tenant. Landlord’s failure to timely reply to Tenant’s request for Landlord’s approval within the above-referenced ten (110) through business days period or three (3) being sometimes referred business day period, as the case may be, shall be deemed Landlord’s approval of the subject Alterations. Except as specified in any notice of disapproval timely and properly delivered by Landlord, in accordance with the foregoing, all matters set forth in Tenant’s request for approval of the subject Alterations shall be deemed approved by Landlord after Landlord’s delivery of its subject notice of approval or disapproval or after the time set forth above within which Landlord must approve or disapprove such Alterations has expired without Landlord having delivered to herein as a “Design Problem”)Tenant notice of approval or disapproval of the same. Landlord shall diligently cooperate in good faith with Tenant with respect to the preparation of plans and specifications for Alterations, the procurement of all approvals and certificates required in connection therewith, and construction of the same. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ days prior notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (IIIII) do not cost cost, when aggregated with all other “cosmetic” and “decorative” non-structural alterations made during the previous twelve (12) months, more than Two One Hundred Fifty Thousand Dollars ($250,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consent, not to exceed $2,500100,000.00). Any Alterations shall be made at Tenant’s expense, by its contractors and subcontractors, in a good, good and workmanlike and first-class manner, and in accordance with complete plans and specifications (to the extent the same are customarily prepared for comparable Alterations) approved in advance in writing by LandlordLandlord (to the extent such approval is required under this Lease), and which approval shall not be unreasonably withheld, conditioned or delayed as provided in the immediately preceding paragraph of this Section 8.A., and only after Tenant: (i) Tenant has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all Applicable Laws. XxxxxxxxLandlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof of Alterations with the Building, the Building Systems Building’s systems and existing conditions. At no charge Prior to Tenant, Landlord shall have the right, but not the obligation, to inspect and review the making of commencing any Alterations, so long as such inspection does not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, or the roof of the Building, and/or Tenant shall provide to Landlord the name and address of each contractor and subcontractor which Tenant intends to employ to perform such Alteration, the use of which subcontractors and contractors shall be subject to Landlord’s prior approval, which shall not be unreasonably withheld, conditioned or delayed if the contractor or subcontractor is properly licensed; provided, however, that if Landlord reasonably determines that the performance of any other such Alterations by any particular contractor(s) or subcontractor(s) would violate any warranty with respect to any portion of the Base Building or the Complex, then Landlord may require Tenant to use Landlord’s contractor for the performance of such Alteration. If Landlord so requires Tenant to use Landlord’s contractor for the performance of any Alterations, Landlord shall cause its contractor to limit its charges for the subject work to the amount otherwise payable by Tenant to contractors that would have been selected by Tenant for performance of the subject work, and Landlord shall be performed responsible for all acts and omissions of the contractor designated by contractors it for the subject work. If any Alterations which require Landlord’s approval are made without the prior consent of Landlord, or which do not conform to plans and subcontractors reasonably specifications approved by Landlord and at Tenant’s expenseor to other conditions imposed by Landlord pursuant to this Section 8, Landlord may, in its sole discretion, following the expiration of the applicable cure period for the subject default by Tenant (or by such shorter time as Landlord reasonably determines in the event of any Alteration which, if not more expeditiously removed, would create an imminent threat to the health or safety of the occupants of the Building or an imminent threat to the condition of the Building or Landlord’s designated contractor ability to fulfill its obligations under this Lease, other leases of space in the Building or subcontractor any combination thereof, each of the foregoing being hereinafter referred to as an “Imminent Threat”), and following at Tenant’s expense, provided that the fees charged by such designated contractor or subcontractor do not exceed the market range applicable to the Sunnyvale, California submarket in more than a de minimis manner and further provided that such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-up. Within least ten (10) days following prior notice delivered to Tenant, except in the event of an Imminent Threat, correct or remove such Alterations at Tenant’s expense. Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, at Landlord’s request, Tenant shall deliver to Landlord a complete set of “as built” construction plans showing the Alterations. Landlord shall receive no fee for supervision, profit, overhead, general conditions or otherwise in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), connection with Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be other work performed by Tenant or on Tenant’s behalf by someone other than Landlord or Landlord’s management agent, except to the Premises thereby permitting extent otherwise provided in the Work Agreement with respect to the initial construction of alterations in the Premises, but Landlord shall retain the right to record and post notices of non-responsibilityreceive a fee for Alterations or other work performed by Landlord at Tenant’s request.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises except Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the extent such Alteration sole and absolute judgment of Landlord (1) adversely affects affect the Building Structure or Building Systems (including, without limitation, any overloading)marketability of the Premises, (2) affects exceed the exterior appearance capacity of, hinder the effectiveness of, interfere with the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the BuildingPremises or the Building or which will be connected to any of such systems, or (3) would not comply with Applicable Laws (each of be visible from outside the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”)Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost more than Two Hundred Fifty Thousand Dollars ($250,000) for each particular proposed Alteration. Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of Tenant’s plans for Alterations requiring Xxxxxxxx’s consent, not to exceed $2,500200,000.00). Any Alterations shall be made at Tenant’s 's expense, by its contractors and subcontractors, subcontractors in a good, workmanlike and first-class manner, and in accordance with the rules and regulations attached hereto as Exhibit G and complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and , (ii) has submitted to Landlord an architect’s 's certificate that the Alterations will conform to all Applicable applicable Laws, and (iii) has complied with all other requirements reasonably imposed by Landlord, including, without limitation, any requirements due to the underwriting guidelines of Landlord's insurance carriers. Xxxxxxxx’s Landlord's consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems Building's systems and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review supervise the making of any Alterations, so long as such inspection does not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, lab equipment or fixtures, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building, and/or any other portion of the Base Building shall shall, at Landlord's election, be performed by contractors and subcontractors reasonably approved by Landlord and at Tenant’s expense, or by Landlord’s 's designated contractor or subcontractor at Tenant's expense. If Landlord performs such work, Landlord's property manager shall be paid Additional Rent in an amount equal to three percent (3%) of the cost of such work, or (b) Landlord does not perform such work, Landlord’s expenseproperty manager shall be paid Additional Rent in an amount equal to one percent (1%) of the cost of such work, provided that plus, in either event, plus, in either case, the actual out-of-pocket costs third-party fees charged incurred by such designated contractor Landlord’s construction manager. If any Alterations which require Landlord’s approval are made without the prior written consent of Landlord, or subcontractor which do not exceed the market range applicable conform to the Sunnyvaleplans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section 8, California submarket Landlord may, in more than a de minimis manner and further provided that its sole discretion, correct or remove such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-upAlterations at Tenant's expense. Within ten (10) days following Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, at Landlord's request, Tenant either shall deliver to Landlord a complete set of “"as built” " plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibility.

Making of Alterations; Landlord’s Consent. Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord as provided herein both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord which consent shall not be unreasonably withholdwithheld, condition conditioned or delay its consent delayed with respect to any Alteration proposed Alterations which Tenant may desire to make to do not affect the Premises except to the extent such Alteration (1) adversely affects structure of the Building Structure or Building Systems (includingany of its systems, including without limitation, any overloading)mechanical, (2) affects the exterior appearance of the Building, electrical or (3) would not comply with Applicable Laws (each of the foregoing items (1) through (3) being sometimes referred to herein as a “Design Problem”). Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days’ notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in plumbing systems and to the Premises that (I) which do not fall within clauses (1) through (3) above, (II) do not require the issuance create or expand any obligation of a building permit, and (III) do not cost more than Two Hundred Fifty Thousand Dollars ($250,000) for each particular proposed AlterationLandlord under any applicable codes. Tenant Landlord shall reimburse Landlord within thirty (30) days after receipt of a written invoice for out-of-pocket sums actually paid by Xxxxxxxx for third party examination of use reasonable efforts to provide its approval or any comments with respect to Tenant’s plans and specifications for any Alterations requiring Xxxxxxxxin writing to Tenant by the tenth (10th) business day after Landlord’s consent, not to exceed $2,500receipt thereof. Any Alterations shall be made at Tenant’s expense, by its contractors and subcontractors, in a good, workmanlike and first-class manner, subcontractors and in accordance with complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord; and , (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all Applicable Lawsapplicable laws and regulations, and (iii) has complied with all other requirements reasonably imposed by Landlord, including without limitation any requirements due to the underwriting guidelines of Landlord’s insurance carriers. XxxxxxxxLandlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building Systems Building’s system’s and existing conditions. At no charge to Tenant, Landlord shall have the right, but not the obligation, to inspect and review supervise the making of any Alterations. If any Alterations are made without the prior written consent of Landlord, so long as such inspection does or which do not hinder or delay the performance of such Alterations in more than a de minimis manner. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation conform to plans and air conditioning system of the Premises or the Building, the roof of the Building, and/or any other portion of the Base Building shall be performed by contractors and subcontractors reasonably specifications approved by Landlord and or to other conditions imposed by Landlord pursuant to this Section, Landlord may, in its sole discretion, correct or remove such Alterations at Tenant’s expense, or by Landlord’s designated contractor or subcontractor at Tenant’s expense, provided that the fees charged by such designated contractor or subcontractor expense if Tenant fails to do not exceed the market range applicable to the Sunnyvale, California submarket in more than a de minimis manner so after notice and further provided that such fees are based on no less favorable rate structures than those provided by such designated contractor or subcontractor to Landlord without mark-updemand. Within ten (10) days following Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require at Landlord’s approvalrequest, Tenant either shall deliver to Landlord a complete set of “as built” plans showing the Alterations, in hard copy and an electronic version thereof which is acceptable to Landlord (the “As-Built Plans”), Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations. Tenant shall give Landlord written notice not less than ten (10) days prior to any Alterations to be performed by Tenant to the Premises thereby permitting Landlord to record and post notices of non-responsibility.