Common use of Subtenant Alterations Clause in Contracts

Subtenant Alterations. Additionally, without obtaining Sublandlord’s approval, Subtenant may make (i) changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, and (ii) interior, non-structural Alterations to the Subleased Premises so long as such interior, non-structural Alterations do not require the Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations does not exceed the Alterations Threshold (as defined below) and the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Lease, Subtenant shall not overload any utility or other system, Subtenant shall cause power and other utilities connected to such Alterations to be separately metered or sub-metered, and such Alterations shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above, Subtenant shall not make any Alterations to the Subleased Premises, unless Sublandlord has approved such Alterations, in writing, which approval will not be unreasonably withheld, conditioned or delayed, except Sublandlord may withhold approval of any Alterations that affect the foundation, structural elements or exterior of the Building or any Mechanical Systems serving areas outside the Subleased Premises. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, Subtenant shall notify Sublandlord, in writing. If Sublandlord reasonably determines that Master Landlord’s consent is required for any Alterations, Sublandlord may require that Subtenant obtain Landlord’s written consent before it commences such Alterations and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In no event shall Subtenant have the right to make any Alterations to or that affect the Common Areas or the foundation and structural elements of the Project. All Alterations undertaken by Subtenant: (i) must be completed by Subtenant in a good and workmanlike manner and in compliance with Applicable Laws, the Permitted Exceptions, the Incentive Agreements and the other terms of this Sublease; (ii) must be completed using new materials of good quality; (iii) must not exceed the load bearing capacity of the Building or otherwise have a material adverse effect on the structural integrity of the Building; and (iv) must not increase the load on any of the Mechanical Systems beyond their published load limits or otherwise have a material adverse effect on the Mechanical Systems. Subtenant shall, at its expense, obtain all governmental permits and approvals required in connection with its Alterations or equipment installation. Subtenant shall complete all Alterations and equipment installations in a manner that does not interfere with Sublandlord’s operations at or use of the Project. If Sublandlord’s consent is required for any proposed Alterations under the other provisions of this section, Subtenant shall submit the construction plans and specifications for such Alterations to Sublandlord at the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance with the plans and specifications approved by Sublandlord. Subtenant shall pay the cost of its Alterations, when due.

Subtenant Alterations. AdditionallyAny alterations, without obtaining Sublandlord’s approvaladditions, tenant work or improvements (individually and collectively the "Alterations") by Subtenant may make (i) changes to floor coverings, wall coverings are at Subtenant's expense and paint of must be done in accordance with the interior of the Subleased Premises, and (ii) interior, non-structural Alterations to the Subleased Premises so long as such interior, non-structural Alterations do not require the Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations does not exceed the Alterations Threshold (as defined below) and the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Lease, Subtenant shall not overload any utility or other system, Subtenant shall cause power and other utilities connected to such Alterations to be separately metered or sub-metered, and such Alterations shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above, Subtenant shall not make any Alterations to the Subleased Premises, unless Sublandlord has approved such Alterations, in writing, which approval will not be unreasonably withheld, conditioned or delayed, except Sublandlord may withhold approval of any Alterations that affect the foundation, structural elements or exterior of the Building or any Mechanical Systems serving areas outside the Subleased Premises. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint of the interior of the Subleased PremisesAlterations, Subtenant shall notify Sublandlord, in writing. If submit to Sublandlord reasonably determines that Master Landlord’s consent is required and Landlord for any Alterations, Sublandlord may require that Subtenant obtain Landlord’s written consent before it commences such Alterations their approval the proposed plans and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In no event shall Subtenant have the right to make any Alterations to or that affect the Common Areas or the foundation and structural elements of the Projectspecifications. All Alterations undertaken by Subtenant: (i) must be completed by Subtenant performed in a good and workmanlike manner and in strict compliance with Applicable Lawsthe plans and specifications as may be approved by Sublandlord and Landlord and with all applicable laws, ordinances, regulations, permits and requirements of public authorities having jurisdiction over the Permitted Exceptions, the Incentive Agreements and the other terms of this Sublease; (ii) must be completed using new materials of good quality; (iii) must not exceed the load bearing capacity Alterations. Any review or inspection of the Building plans and specifications or otherwise have Alterations by Sublandlord or Landlord is for the sole purpose of protecting their interests and is not for the benefit or protection of Subtenant or any third party and does not create a material adverse effect on warranty by Sublandlord or Landlord as to the structural integrity accuracy, sufficiency or any other aspect of the Building; and (iv) must not increase the load on any of the Mechanical Systems beyond their published load limits review or otherwise have a material adverse effect on the Mechanical Systemsinspection. Subtenant shallshall not suffer or permit any construction liens to exist against the Subpremises and, in the event that any such liens are filed against the Subpremises, Subtenant, at its expense, obtain shall cause them to be removed within thirty (30) days thereafter by payment of the same or bonding over them. As a condition to Subtenant making any Alteration, Sublandlord may require Subtenant, at Subtenant's expense, to deliver to Sublandlord a payment and performance bond, in form and content and issued by a company satisfactory to Sublandlord, covering all governmental permits and approvals required in connection with its Alterations or equipment installationthe Alterations. Subtenant Subtenant, unless otherwise requested by Sublandlord, shall complete leave all Alterations and equipment installations Tenant improvements in a manner place when this Sublease terminates. This shall not prohibit Subtenant from removing its furniture, trade fixtures and readily moveable partitions, provided that does not interfere with Sublandlord’s operations the any damage to the Subpremises or surrounding property must be promptly repaired by Subtenant at or use of the Project. If Sublandlord’s consent is required for any proposed Alterations under the other provisions of this section, Subtenant shall submit the construction plans and specifications for such Alterations to Sublandlord at the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance with the plans and specifications approved by Sublandlordits expense. Subtenant shall pay the cost of its Alterationsis = entitled to any Tenant improvement or Alteration fee, when duepayment or allowance.

Subtenant Alterations. Additionally, without obtaining Sublandlord’s approval, Subtenant may make (ia) changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, and (ii) interior, non-structural Except for Minor Alterations to the Subleased Premises so long as such interior, non-structural Alterations do not require the Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations does not exceed the Alterations Threshold (as defined below) and in the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Prime Lease, Subtenant shall not overload any utility or other system, Subtenant shall cause power and other utilities connected to such Alterations to be separately metered or sub-metered, and such Alterations shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above), Subtenant shall not make any Material Alterations (as defined in the Prime Lease) in or to the Subleased Premises, unless Sublandlord has approved such Alterationswithout in each instance obtaining the prior written consent of Prime Landlord and Sublandlord. If any Material Alterations are made without consent, in writing, which approval will not be unreasonably withheld, conditioned Prime Landlord or delayed, except Sublandlord may withhold approval of any Alterations that affect remove the foundationsame, structural elements or exterior of the Building or any Mechanical Systems serving areas outside and may correct, repair and restore the Subleased PremisesPremises and any damage arising from such removal, and Subtenant shall be liable for any and all costs and expenses incurred by Prime Landlord or Sublandlord in the performance of this work. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint the expiration or earlier termination of the interior of Sublease Term or Subtenant’s vacating the Subleased Premises, Subtenant shall, upon request of Prime Landlord or Sublandlord which shall notify Sublandlordbe provided, if at all, at the time of approval of a Material Alteration, remove said Material Alterations and repair all damage resulting from such removal, ordinary wear and tear excepted. If Subtenant fails or refuses to remove such Material Alterations, or fails to correct, repair and restore the Subleased Premises, Prime Landlord or Sublandlord may cause the same to be removed, and repairs and restoration to be made, in writing. If Sublandlord reasonably determines that Master Landlord’s consent is required for any Alterations, Sublandlord may require that which event Subtenant obtain Landlord’s written consent before it commences such Alterations and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In no event shall Subtenant have reimburse to the right to make any party who caused said Tenant Alterations to or that affect the Common Areas or the foundation be removed and structural elements of the Project. All Alterations undertaken by Subtenant: (i) must be completed by Subtenant in a good and workmanlike manner and in compliance with Applicable Lawsrepairs made, the Permitted Exceptionsreasonable cost of such removal, repairs and restoration. There shall be no charge by Sublandlord for the Incentive Agreements and the other terms review of this Sublease; (ii) must be completed using new materials of good quality; (iii) must not exceed the load bearing capacity of the Building plans or otherwise have a material adverse effect on the structural integrity of the Building; and (iv) must not increase the load on any of the Mechanical Systems beyond their published load limits or otherwise have a material adverse effect on the Mechanical Systemsinspections that Sublandlord deems necessary with regard to any Material Alterations. Subtenant shall, at its expensehowever, obtain within ten (10) days of written demand, pay or reimburse Sublandlord for all governmental permits and approvals required amounts payable under the Prime Lease arising out of Subtenant’s requests for any Tenant Alteration, including but not limited to Prime Landlord’s construction fee. Alternatively, Sublandlord may direct Subtenant to pay such amounts directly to Prime Landlord, in connection with its Alterations or equipment installation. which event Subtenant shall complete all pay such amounts to Prime Landlord within ten (10) days after Subtenant is billed therefor. If such amounts are billed directly by Prime Landlord to Subtenant, Subtenant may, and shall, pay such amounts directly to Prime Landlord within ten (10) days after Subtenant is billed therefor unless Sublandlord directs Subtenant to make such payment to Sublandlord. Any Material Alterations made by or behalf of Subtenant and equipment installations in a manner that does not interfere with Sublandlord’s operations designated to be removed at or use the end of the Project. If Sublandlord’s consent is required for Sublease Term as herein provided above shall be removed by Subtenant, and Subtenant shall correct and repair any proposed Alterations under damage rising from such removal, ordinary wear and tear excepted. (b) Notwithstanding anything contained herein to the other provisions of this sectioncontrary, Subtenant shall submit have the construction plans and specifications for such Alterations option to Sublandlord at install a reception desk in the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance with common area lobby of the plans and specifications approved by Sublandlord. Subtenant shall pay Building, subject to the cost terms of its Alterations, when duethis Section 10.

Subtenant Alterations. Additionally(a) The parties acknowledge that Subtenant has inspected the Subleased Premises and the Subleased Premises and is fully familiar with the physical condition thereof. Subtenant agrees to accept the Subleased Premises on the Commencement Date in its “as is” condition as of the date hereof, without obtaining broom clean. Subtenant acknowledges and agrees that Sublandlord shall have no obligation to do any work in or to the Subleased Premises in order to make it suitable and ready for occupancy and use by Subtenant, but Sublandlord will cooperate with the removal of signs in and on the Subleased Premises containing Sublandlord’s approvalname and will cooperate with Subtenant to cause Master Landlord to remove Sublandlord’s name (and the names of its employees) from the Building Directory Spaces (all of the foregoing shall be subject to Maser Landlord’s consent if required under the terms of the Master Lease). (b) Subject to the approval of Master Landlord, Subtenant may make shall be allowed access to the Subleased Premises at reasonable times and during working hours, with reasonable prior notice to Sublandlord, prior to the commencement of the Term (beginning with the date of this Sublease), for the limited purpose of performing its improvements, installation of furniture, fixtures & equipment and preparing the Subleased Premises for move-in and subject expressly to the provisions of this Sublease and to applicable Building standards, at Subtenant’s sole cost and expense. Subtenant shall maintain, and provide Sublandlord evidence of, insurance effective during the period of such early access naming the Sublandlord and the Master Landlord as additional insureds and in form reasonably satisfactory to the Sublandlord, and Subtenant shall be bound by the terms of this Sublease, except those terms related to the payment of rent, during such period as though the Sublease were in full force and effect and the Term hereof had commenced. Sublandlord shall have no liability for, and Subtenant shall fully indemnify Sublandlord against, any claims arising out of such access and involving Subtenant, its agents, representatives, contractors or invitees in the course of such access except to the extent caused by Sublandlord’s gross negligence or willful misconduct. (c) For the duration of the Term, Subtenant, at no charge to Subtenant, shall have the right to use all of Sublandlord’s property located in the Subleased Premises set forth on Exhibit B attached hereto or other personal property of Sublandlord present or located in the Subleased Premises on the date hereof (“FF&E”). Sublandlord represents that: (i) changes Sublandlord has good and marketable title to floor coveringsthe FF&E, wall coverings free and paint clear of the interior of the Subleased Premisesall liens, claims and encumbrances; and (ii) interiorthe FF&E has not been previously sold or assigned by Sublandlord. At the expiration of this Sublease, non-structural Alterations provided Subtenant is not then in default under this Sublease beyond the applicable notice and cure periods, Subtenant shall take ownership of the FF&E (provided the FF&E shall not become property of Subtenant unless and until such default is cured within the applicable cure period); provided, further, that if this Sublease is terminated as a result of an Event of Default by Subtenant hereunder, then the FF&E will remain the property of Sublandlord. Notwithstanding anything to the Subleased Premises so long as such interiorcontrary set forth herein, non-structural Alterations do not require after the date on which Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations does not exceed the Alterations Threshold (as defined below) and the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations Consent shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Lease, Subtenant shall not overload any utility or other systemhave been obtained, Subtenant shall cause power and other utilities connected the removal of the Avaya G3 Phone Switch from the Subleased Premises (the “Removal”). The Removal shall be conducted by a third party vendor selected by Sublandlord. The actual out-of-pocket costs of the Removal incurred by Subtenant shall be paid by Sublandlord to such Alterations Subtenant within fifteen (15) days after demand; provided, however, the maximum amount to be separately metered or sub-metered, and such Alterations reimbursed by Sublandlord hereunder in connection with the Removal shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars exceed $1,000.00. ($100,000.00d) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above, Subtenant shall not make any Alterations (as defined in the Master Lease) in or to Subleased Premises without first complying with the applicable provisions of the Master Lease. Whenever the consent of Master Landlord is required in connection with the performance of Alterations in or to the Subleased PremisesPremises pursuant to Article 10 of the Master Lease (except that Sublandlord’s consent shall not be required for such alterations as Sublandlord may perform without Master Landlord’s consent pursuant to the Master Lease), unless Sublandlord’s consent shall also be required, which consent of Sublandlord shall be granted (or denied) in accordance with the terms and conditions of Article 10 of the Master Lease except that if such consent or approval is obtained from Master Landlord, Sublandlord shall be deemed to have granted its consent thereto. (e) Subject to the terms of the Master Landlord’s Consent (as defined in Section 12(g) below), in accordance with and subject to the provisions of Article 10 of the Master Lease, Subtenant shall surrender all Alterations and Tenant Improvements (as defined in the Master Lease) in and to the Subleased Premises at the expiration of the Term in the condition as of the date hereof and repair, reasonable wear and tear and casualty damage and condemnation excepted, and the same shall become the property of Master Landlord; provided that Subtenant shall have the right, as Subtenant’s sole cost and expense, to remove any Alteration(s) or Tenant Improvement(s) from the Subleased Premises that Master Landlord has approved such Alterationsagreed, in writing, which approval will not may be unreasonably withheld, conditioned or delayed, except Sublandlord may withhold approval of any Alterations that affect the foundation, structural elements or exterior of the Building or any Mechanical Systems serving areas outside the Subleased Premisesso removed. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint of the interior of the Subleased PremisesFurthermore, Subtenant shall notify Sublandlordremove, at Subtenant’s sole cost and expense, all Alterations and Tenant Improvements made in writing. If Sublandlord reasonably determines or to the Subleased Premises by or on behalf of subtenant that Master Landlord’s consent is required for any AlterationsLandlord shall require to be so removed pursuant to the terms of the Master Lease. Notwithstanding anything contained herein to the contrary, Sublandlord may require hereby acknowledges and agrees that Subtenant obtain Landlord’s written consent before it commences such Alterations and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In in no event shall Subtenant have any obligation of any nature whatsoever to remove upon the right expiration or termination of this Sublease any Alterations, Tenant Improvements, installations, changes or additions which have been performed by or on behalf of Sublandlord that are required to make any Alterations be removed pursuant to or that affect the Common Areas or the foundation and structural elements terms of the Project. All Alterations undertaken by Subtenant: Master Lease. (if) must be completed by Notwithstanding anything to the contrary herein, Subtenant in a good acknowledges and workmanlike manner and in compliance with Applicable Lawsagrees that Subtenant is solely responsible for costs arising from or otherwise related to its move into the Subleased Premises, whether or not such costs arise pursuant to the Permitted Exceptions, the Incentive Agreements and the other terms of this Sublease; (ii) must be completed using new materials of good quality; (iii) must not exceed the load bearing capacity provisions of the Building or otherwise have a material adverse effect on the structural integrity of the Building; and (iv) must not increase the load on any of the Mechanical Systems beyond their published load limits or otherwise have a material adverse effect on the Mechanical SystemsMaster Lease. Subtenant shall, at its expense, obtain all governmental permits and approvals required in connection with its Alterations or equipment installation. Subtenant shall complete all Alterations and equipment installations in a manner that does not interfere with Sublandlord’s operations at or use of the Project. If Sublandlord’s consent is required for agrees to indemnify Sublandlord against any proposed Alterations under the other provisions of this section, Subtenant shall submit the construction plans and specifications for such Alterations to Sublandlord at the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance with the plans and specifications approved by Sublandlord. Subtenant shall pay the cost of its Alterations, when duecosts.

Subtenant Alterations. Additionally, without obtaining Sublandlord’s approval, Subtenant may make (i) changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, and (ii) interior, non-structural Alterations to the Subleased Premises so long as such interior, non-structural Alterations do not require the Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations does not exceed the Alterations Threshold (as defined below) and the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Lease, Subtenant shall not overload any utility or other system, Subtenant shall cause power and other utilities connected to such Alterations to be separately metered or sub-metered, and such Alterations shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above, Subtenant shall not make any Alterations alterations, --------------------- additions or improvements to the Subleased Premises, unless Sublandlord has approved such Alterations, in writing, which approval will not be unreasonably withheld, conditioned or delayed, except Sublandlord may withhold approval Sublet Premises without the prior consent of any Alterations that affect the foundation, structural elements or exterior of the Building or any Mechanical Systems serving areas outside the Subleased Premises. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, Subtenant shall notify Sublandlord, in writing. If Sublandlord reasonably determines that Master Landlord’s consent is required for any Alterations, Sublandlord may require that Subtenant obtain Landlord’s written consent before it commences such Alterations and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In no event shall Subtenant have the right to make any Alterations to or that affect the Common Areas or the foundation and structural elements of the ProjectSublessor. All Alterations undertaken by Subtenant: (i) must alterations, installation, removals and restoration shall be completed by Subtenant performed in a good and workmanlike manner so as not to damage or alter the primary structure or structural facilities of the Building and other improvements situated on the Sublet Premises or of which the Sublet Premises are a part. All alterations, installations, removals and restoration shall, at Sublessor's sole discretion, either be removed by Subtenant prior to the end of the term or earlier termination thereof, or shall remain on the Premises at the end of the term, provided that when Subtenant requests Sublessor consent, Subtenant shall at such time request whether removal will be required at the end of the Term and if Sublessor does not state in compliance its consent that removal will be required, Subtenant shall not be required to remove such approved alterations, installations or restorations. All contractors performing any alterations on behalf of Subtenant shall be subject to Sublessor's approval. Along with Applicable LawsSubtenant's request for Sublessor's consent to Subtenant's proposed general contractors and/or subcontractors, Subtenant shall notify Sublessor of its estimate of the Permitted Exceptionstotal cost of the work involved and, at Sublessor's option, Subtenant must provide to Sublessor adequate assurance that Subtenant has the Incentive Agreements financial resources to pay for such cost. Subtenant's contractor shall be duly licensed and shall obtain and provide Sublessor with certificates evidencing worker's compensation, public liability and property damage insurance in amounts and forms and with companies satisfactory to Sublessor. Subtenant's agreement with its contractors shall require such contractors to provide daily cleanup of the work area to the extent such cleanup is necessitated by any such work, and to take reasonable steps to minimize interference with other terms tenants' use and occupancy of this Subleasethe Building. Subtenant and Subtenant's contractors shall comply with any other reasonable rules, regulations or requirements that Sublessor or Overlandlord shall impose. Subtenant shall promptly pay any and all costs and expenses in connection with or arising out of the performance of any such alterations and shall furnish to Sublessor evidence of such payment upon request. On completion of any alterations, Subtenant shall submit to Sublessor (i) as-built drawing showing all the applicable improvements; (ii) must be a certified written statement from the architect that the improvements have been completed using new materials of good qualityin compliance with the approved drawings and applicable laws; (iii) must not exceed final lien waivers and releases from the load bearing capacity of the Building or otherwise have a material adverse effect on the structural integrity of the Buildingarchitect showing all contractors and all subcontractors and suppliers; and (iv) must not increase copy of any certificate of occupancy or other governmental certificates or permits required by law. In addition, Subtenant hereby acknowledges that it is Subtenant's sole and exclusive responsibility to cause the load on Premises and any alterations, improvements or modifications thereto to comply with all applicable laws, including the Americans with Disabilities Act and other ordinances, orders, rules, regulations and requirements of all the governmental authorities having jurisdiction thereof. Subtenant shall repair or replace (or at Sublessor's election, reimburse Sublessor for the costs of repairing or replacing) any portion of the Mechanical Systems beyond their published load limits Building or otherwise have a material adverse effect on the Mechanical Systems. Subtenant shallPremises or Sublessor's property damaged, at its expenselost, obtain all governmental permits and approvals required or destroyed in connection with its Alterations or equipment installation. Subtenant any such alterations and shall complete indemnify, defend and hold the Sublessor harmless from and against any and all Alterations losses, costs, damages, expenses and equipment installations liabilities, including without limitation, reasonable attorneys' fees, incurred by Sublessor in a manner that does not interfere with Sublandlord’s operations at or use of the Project. If Sublandlord’s consent is required for any proposed Alterations under the other provisions of this section, Subtenant shall submit the construction plans and specifications for such Alterations to Sublandlord at the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance connection with the plans and specifications approved work, including incurred by Sublandlord. Subtenant shall pay the cost of its AlterationsSublessor in connection with any such alteration, when dueimprovement or modification, including but not limited to, claims based on personal injury or property damage, contract claims or lien claims.

Subtenant Alterations. Additionally, without obtaining Sublandlord’s approval, Subtenant may make (i) changes to floor coverings, wall coverings and paint of the interior of the Subleased Premises, and (ii) interior, non-structural Alterations to the Subleased Premises so long as such interior, non-structural Alterations do not require the Master Landlord’s consent under the Master Lease and the cost of any such Alterations on a per items basis or any group of related Alterations in an amount that does not exceed the Alterations Threshold (as defined below) on a per item or project basis and the same do not affect any Mechanical Systems serving other portions of the Project; provided, such Alterations shall not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, Subtenant shall comply with all Applicable Laws, the Master Lease and the other terms of this Lease, Subtenant shall not overload any utility or other system, Subtenant shall cause power and other utilities connected to such Alterations the same to be separately metered or sub-meteredmetered to the extent it is connected to any utility system, and such Alterations shall not have a material adverse effect on Sublandlord’s use of Sublandlord’s Retained Space or the Common Areas. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase as and when the Alterations Threshold shall increase under the Master Lease. Except as otherwise expressly provided above, Subtenant shall not make any Alterations to the Subleased Premises, unless Sublandlord has approved such Alterations, in writing, which approval will not be unreasonably withheld, conditioned or delayed, except Sublandlord may withhold approval of any Alterations that affect the foundation, structural elements or exterior of the Building or any Mechanical Systems serving areas outside the Subleased Premises. Prior to commencing any Alterations other than changes to floor coverings, wall coverings and paint of the interior of the Subleased PremisesAlterations, Subtenant shall notify Sublandlord, in writing. If Sublandlord reasonably determines that Master Landlord’s consent is required for any Alterations, Sublandlord may require that Subtenant obtain Landlord’s written consent before it commences such Alterations and Sublandlord may condition its approval of any proposed Alterations on Subtenant obtaining Landlord’s written approval thereof. In no event shall Subtenant have the right to make any Alterations to or that affect the Common Areas or the foundation and structural elements of the Project. All Alterations undertaken by Subtenant: (i) must be completed by Subtenant in a good and workmanlike manner and in compliance with Applicable Laws, the Permitted Exceptions, the Incentive Agreements and the other terms of this Sublease; (ii) must be completed using new materials of good quality; (iii) must not exceed the load bearing capacity of the Building or otherwise have a material adverse effect on the structural integrity of the Building; and (iv) must not increase the load on any of the Mechanical Systems beyond their published load limits or otherwise have a material adverse effect on the Mechanical Systems. Subtenant shall, at its expense, obtain all governmental permits and approvals required in connection with its Alterations or equipment installation. Subtenant shall complete all Alterations and equipment installations in a manner that does not interfere with Sublandlord’s operations at or use of the Project. If Sublandlord’s consent is required for any proposed Alterations under the other provisions of this section, Subtenant shall submit the construction plans and specifications for such Alterations to Sublandlord at the time Subtenant requests Sublandlord’s approval thereof and Subtenant shall complete such Alterations in accordance with the plans and specifications approved by Sublandlord. Subtenant shall pay the cost of its Alterations, when due.