Common use of Sublandlord’s Work Clause in Contracts

Sublandlord’s Work. Sublandlord hereby agrees to demise the Subleased Premises and building systems servicing the Subleased Premises, and to demise the Building lobby, in accordance with the plans and specifications therefor prepared by Architect consistent with Exhibit C (“Sublandlord’s Work”), and to achieve substantial completion of Sublandlord’s Work by October 1, 2004. The date of substantial completion of Sublandlord’s Work shall be the date upon which (i) Sublandlord’s Work has been completed, except for items the incompletion of which do not and the subsequent completion of which will not, adversely affect or interfere with Subtenant’s occupancy of, or Subtenant’s ability to obtain a certificate of occupancy for, the Subleased Premises, which items shall be set forth on a punch list signed by Sublandlord and Subtenant (ii) all mechanical, electrical and plumbing systems including steam for the autoclave and emergency power as hereinafter provided shall be in good working order and adequate to service the Subleased Premises [as improved prior to the commencement of Subtenant’s Work], (iii) the glass wash equipment described in Exhibit E hereto (which shall remain in the Subleased Premises for use by Subtenant during the Sublease Term without additional charge to Subtenant) shall be in good working order and (iv) Architect has so certified to Sublandlord and Subtenant as to (i) and (ii) above. Sublandlord shall complete such punch list items promptly after substantial completion. Construction of Sublandlord’s Work shall be performed by ▇▇▇▇▇▇▇▇ Construction Company, at Sublandlord’s expense. Except for the completion of Sublandlord’s Work, the Subleased Premises are leased to Subtenant in their condition on the date hereof. Sublandlord has made no representations, warranties or promises, except as otherwise provided in this Section 2, with respect to the Subleased Premises or the suitability thereof for the uses contemplated by this Sublease. Subtenant agrees to accept possession of the Subleased Premises on the Commencement Date “as is,” in their same condition as on the date hereof, provided that Sublandlord shall complete Sublandlord’s Work, as set forth herein. The office furniture (the “Furniture”) and non plug-in equipment described in Exhibit F hereto shall remain in the Subleased Premises for use by Subtenant during the Sublease Term without additional charge to Subtenant.

Sublandlord’s Work. Sublandlord hereby agrees and Subtenant acknowledge and agree that, although the Subleased Premises consist of the space in the Building depicted on Exhibit A, the current configuration of the Premises is as set forth on Exhibit A-1 attached hereto and by this reference made a part hereof. Following the Commencement Date, Sublandlord shall, subject to Landlord's prior written approval and right to oversee and supervise such work, construct, install or perform such improvements in, on or about the Subleased Premises as are necessary to separately demise the Subleased Premises in accordance with Exhibit A, including, without limitation, separation of electricity and HVAC to the extent reasonably required to maintain Subtenant's operations within the Subleased Premises, and such improvements as may be necessary in order for the Subleased Premises to be in compliance with all applicable regulatory and governmental codes, including federal ADA, state and local accessibility codes, fire/life safety codes and any other applicable building systems servicing codes (the "Demising Work"). Sublandlord, at its sole cost, may also make such other improvements outside the Subleased Premises as Sublandlord may desire in its sole discretion (collectively, the "Sublandlord Work"). The Demising Work and the Sublandlord Work shall be performed using materials, methods, finishes, contractors, subcontractors, laborers, materialmen and suppliers selected by Sublandlord in its sole and absolute discretion, subject to approval by Landlord. In no event shall Subtenant have any payment obligations relating to the Demising Work or the Sublandlord Work. Subtenant hereby acknowledges and agrees that the Demising Work and the Sublandlord Work will be performed while Subtenant is in occupancy of the Subleased Premises and neither Sublandlord nor Landlord shall be obligated to perform the Demising Work or the Sublandlord Work during other than normal business hours; provided, however, that Sublandlord shall use reasonable efforts to advise Subtenant of Sublandlord's construction schedule with respect to the Demising Work and any of the Sublandlord Work that would affect Subtenant's use or occupancy of the Subleased Premises, and to demise inform them of material changes to such construction schedule. Subtenant agrees to cooperate with Sublandlord's performance of the Building lobby, in accordance with the plans and specifications therefor prepared by Architect consistent with Exhibit C (“Sublandlord’s Work”), and to achieve substantial completion of Sublandlord’s Demising Work by October 1, 2004. The date of substantial completion of Sublandlord’s Work shall be the date upon which (i) Sublandlord’s Work has been completed, except for items the incompletion of which do not and the subsequent completion of which will notSublandlord Work, adversely affect or interfere with Subtenant’s occupancy of, or Subtenant’s ability to obtain a certificate of occupancy for, including permitting access by construction personnel in and about the Subleased Premises, which items shall be set forth on a punch list signed by all at Sublandlord's sole cost and expense. Subtenant hereby acknowledges and agrees that the performance of the Demising Work and the Sublandlord Work may create noise and Subtenant (ii) all mechanical, electrical dust and plumbing systems including steam for the autoclave and emergency power as hereinafter provided shall be leave debris in good working order and adequate to service and/or about the Subleased Premises [as improved prior to the commencement of Subtenant’s Work], (iii) the glass wash equipment described in Exhibit E hereto (which shall remain in the Subleased Premises for use by Subtenant during the Sublease Term without additional charge and may be otherwise disruptive to Subtenant) shall be in good working order and (iv) Architect has so certified to Sublandlord and Subtenant as to (i) and (ii) above's business operations. Sublandlord shall complete such punch list items promptly after substantial completionuse commercially reasonable efforts to minimize disruption (including, without limitation, disruption by dust, noise, vibration, odors and debris) to Subtenant's business operations during the performance of the Demising Work and the Sublandlord Work; provided, however, Subtenant hereby agrees that the performance of the Demising Work and the Sublandlord Work and Sublandlord's and Landlord's respective actions in connection therewith shall in no way constitute a constructive eviction of Subtenant nor entitle Subtenant to any abatement of Rent. Construction of Sublandlord’s Work shall be performed by ▇▇▇▇▇▇▇▇ Construction Company, at Sublandlord’s expense. Except for the completion of Sublandlord’s Work, the Subleased Premises are leased to Subtenant in their condition on the date hereof. Sublandlord has made no representations, warranties or promises, except as otherwise provided in this Section 2, Subtenant's obligations with respect to the Subleased Premises shall be unaffected by Sublandlord's performance of the Demising Work and the Sublandlord Work, and Subtenant shall continue to make all monthly Base Rent payments and other payments in accordance with the terms of the Sublease during the performance of the Demising Work and the Sublandlord Work. Neither Sublandlord nor Landlord shall have any responsibility or for any reason be liable to Subtenant for any direct or indirect injury to or interference with Subtenant's business arising from the suitability thereof performance of the Demising Work and the Sublandlord Work, nor shall Subtenant be entitled to any compensation or damages from Sublandlord or Landlord for loss of the uses contemplated by this Sublease. Subtenant agrees to accept possession use of the whole or any part of the Subleased Premises on or of Subtenant's personal property or improvements resulting from the Commencement Date “as is,” performance of the Demising Work and the Sublandlord Work or Sublandlord's or Landlord's respective actions in their same condition as on connection therewith, or for any inconvenience or annoyance occasioned by the date hereofperformance of the Demising Work and the Sublandlord Work or Sublandlord's or Landlord's respective actions in connection therewith. Notwithstanding anything to the contrary contained in this Sublease, provided that and subject to the immediately preceding sentence, Sublandlord shall complete Sublandlord’s Workuse commercially reasonable efforts (a) not to materially, as set forth herein. The office furniture (the “Furniture”) and non plug-in equipment described in Exhibit F hereto shall remain adversely affect fiber access or operation of electrical or HVAC systems in the Subleased Premises for use by Subtenant during the Sublease Term without additional charge as a result of the Demising Work or the Sublandlord Work, and (b) to Subtenantreasonably coordinate with Subtenant in advance with respect to any anticipated and required interruptions as may be necessary to cause the separation of electricity and HVAC in the Subleased Premises (which interruptions shall be limited to the extent reasonably practicable).

Sublandlord’s Work. Sublandlord hereby agrees to demise the Subleased Premises and building systems servicing the Subleased Premises, and to demise the Building lobby, in accordance with the plans and specifications therefor prepared by Architect consistent with Exhibit C (“a) Promptly after Sublandlord’s Work”)receipt of the Consent, and to achieve substantial completion of Sublandlord, through its independent designated contractor, shall perform Sublandlord’s Work by October 1, 2004. The date of substantial completion of Sublandlord’s Work shall be the date upon which (i) Sublandlord’s Work has been completed, except for items the incompletion of which do not and the subsequent completion of which will not, adversely affect or interfere with Subtenant’s occupancy of, or Subtenant’s ability to obtain a certificate of occupancy for, the Subleased Premises, which items shall be set forth on a punch list signed by Sublandlord and Subtenant (ii) all mechanical, electrical and plumbing systems including steam for the autoclave and emergency power as hereinafter provided shall be in good working order and adequate to service the Subleased Premises [as improved prior to the commencement of Subtenant’s Work], (iii) the glass wash equipment described in Exhibit E hereto (which shall remain in the Subleased Premises for use by Subtenant during as specified in the Final Construction Drawings at the times provided in the Sublease Term without additional charge to Subtenant) shall be in good working order and (iv) Architect has so certified to Sublandlord and Subtenant this Exhibit A. Except as to (i) and (ii) above. expressly provided, Sublandlord shall complete such punch list items promptly after substantial completion. Construction of Sublandlord’s Work shall not be performed by ▇▇▇▇▇▇▇▇ Construction Company, at Sublandlord’s expense. Except for the completion of Sublandlord’s Work, the Subleased Premises are leased obligated to Subtenant in their condition on the date hereof. Sublandlord has made no representations, warranties or promises, except as otherwise provided in this Section 2, with respect provide any improvements to the Subleased Premises or the suitability thereof for the uses contemplated by this Sublease. Subtenant agrees to accept possession of the Subleased Premises on the Commencement Date “as is,” in their same condition as on the date hereof, provided that Sublandlord shall complete Building other than Sublandlord’s Work. Sublandlord shall perform Sublandlord’s Work only once, as set forth hereinit being understood that Sublandlord’s obligation to perform Sublandlord’s Work is a single, non-recurring obligation. The office furniture Sublandlord shall perform Sublandlord’s Work in compliance with applicable laws and building codes. (the “Furniture”b) Subtenant acknowledges and non plugagrees that, in connection with Sublandlord’s Post-in equipment described in Exhibit F hereto shall remain in Access Work, Sublandlord will have access through and across the Subleased Premises for Premises. Sublandlord and Subtenant shall use by and permit such shared access in harmony with one another. Subtenant will reasonably cooperate with Sublandlord to accommodate the performance of Sublandlord’s Post-Access Work. Sublandlord shall use reasonable construction practices in an effort to minimize any disruption of Subtenant’s operations during the Sublease Term without additional charge performance of Sublandlord’s Post-Access Work, but Sublandlord shall not be required to incur any extra costs with respect thereto, such as overtime and/or evening or weekend work. Except for the willful misconduct of Sublandlord, its agents, employees, contractors or consultants, Subtenant shall not make any claim, and is not entitled to any abatement or reduction of Rent, by reason of any interruption to Subtenant’s operations or access caused by the performance of Sublandlord’s Post-Access Work.

Sublandlord’s Work. Sublandlord and Subtenant hereby agrees to demise acknowledge that Subtenant is not subleasing the entire Master Premises and also that Sublandlord and Subtenant may desire that certain furniture and equipment not part of this sublease transaction ("Excess F&E") be removed from the Subleased Premises. To the extent Sublandlord determines, in the exercise of Sublandlord's reasonable discretion, that the telecommunications and other technical functions of the Sublease Premises should be separated from the remainder of the telecommunications and building systems servicing other technical functions of the Subleased Master Premises, and to demise the Building lobbyextent the Excess F&E must be removed from the Sublease Premises, in accordance with the plans and specifications therefor prepared by Architect consistent with Exhibit C (“Sublandlord’s Work”), and to achieve substantial completion of Sublandlord’s Work by October 1, 2004. The date of substantial completion of Sublandlord’s Work Sublandlord shall be the date upon which responsible, at Sublandlord's sole cost and expense, for performing such work ("Sublandlord's Work"). Subtenant acknowledges that Sublandlord's Work may be performed, if at all (i) Sublandlord’s Work has been completed, except for items prior to the incompletion of which do not and the subsequent completion of which will not, adversely affect or interfere with Subtenant’s occupancy ofSublease Commencement Date, or Subtenant’s ability to obtain a certificate of occupancy for, the Subleased Premises, which items shall be set forth on a punch list signed by Sublandlord and Subtenant (ii) all mechanical, electrical and plumbing systems including steam for the autoclave and emergency power as hereinafter provided shall be in good working order and adequate to service the Subleased Premises [as improved prior to the commencement of Subtenant’s Work], (iii) the glass wash equipment described in Exhibit E hereto (which shall remain in the Subleased Premises for use by Subtenant during after the Sublease Commencement Date. To the extent Sublandlord reasonably determines that Sublandlord's Work must be performed, and the Term without additional charge to Subtenant) shall be in good working order and (iv) Architect has so certified to Sublandlord and Subtenant as to (i) and (ii) above. Sublandlord shall complete commenced, any such punch list items promptly after substantial completion. Construction of Sublandlord’s Work work shall be performed by ▇▇▇▇▇▇▇▇ Construction Companyat a time reasonably acceptable to Subtenant, at Sublandlord’s expense. Except for and in a manner that does not interfere with the completion ongoing business operations of Sublandlord’s Work, the Subleased Premises are leased to Subtenant in their condition on the date hereofSublease premises. Sublandlord has made no representations, warranties or promises, except as otherwise provided in this Section 2, with respect Subject to the Subleased Premises or the suitability thereof for the uses contemplated by this Sublease. foregoing, Subtenant agrees to accept possession cooperate with Sublandlord in the performance of the Subleased Premises on the Commencement Date “as is,” in their same condition as on the date hereof, provided that Sublandlord shall complete Sublandlord’s 's Work, as set forth herein. The office furniture (the “Furniture”) and non plug-in equipment described in Exhibit F hereto shall remain in the Subleased Premises for use by Subtenant during including granting Sublandlord access to the Sublease Term without additional charge Premises to Subtenantperform same.

Sublandlord’s Work. Sublandlord hereby agrees to demise shall, at its own cost and expense (e.g., such costs shall not be paid out of the Subleased Premises and building systems servicing Subtenant Improvement Allowance), perform the Subleased Premiseswork set forth on Exhibit D annexed hereto (collectively, and to demise the Building lobby, in accordance with the plans and specifications therefor prepared by Architect consistent with Exhibit C (“Sublandlord’s Work”)) and complete the same no later than January 1, 2018, in a good and workerlike manner and in accordance with the Lease and all applicable Laws; provided that, (x) except as set forth in Section 1 above or the penultimate sentence of this Section 21, Subtenant shall have no rights or remedies if Sublandlord shall fail to achieve substantial completion of complete Sublandlord’s Work by October 1later than such date and (y) Sublandlord shall not be required to complete the Utility Separation Work (as such term is defined in Exhibit D) on or prior to such date, 2004subject to the provisions of this Section 21. The date of substantial completion of Notwithstanding anything to the contrary contained herein, Sublandlord’s Work shall be deemed to be completed and the date upon which (i) Commencement Date shall be deemed to have occurred when Sublandlord’s Work has been completed, except for items the incompletion of which do not any Punch List Work (as hereinafter defined) and the subsequent Utility Separation Work (which Utility Separation Work shall be performed by Sublandlord after installation of electrical panels by Subtenant as part of the Initial Subtenant Work). Sublandlord shall perform and complete (X) the Punch List Work within forty-five (45) days after the Commencement Date and (Y) the Utility Separation Work within forty-five (45) days after the installation of such electrical panels and related electrical closets are completed by Subtenant to the extent reasonably necessary, and in the condition reasonably required, for Sublandlord’s performance of the Utility Separation Work. If Sublandlord fails to so timely perform and complete the Utility Separation Work, in addition to all other rights and remedies of Subtenant provided by law or by the terms of this Sublease, Subtenant may perform the same pursuant to the provisions of Section 4.09 of the Lease, as incorporated herein by reference, provided that clauses (i) and (ii) of Section 4.09(b) of the Lease shall not be applicable to such performance and completion. Sublandlord covenants that, following the completion of which will notSublandlord’s Work, adversely affect the Premises shall be (i) fully-compliant with all Laws applicable to the Premises and (ii) with no outstanding construction liens and/or outstanding violations arising from Sublandlord’s Work applicable to or interfere affecting the Premises with Subtenantthe Department of Buildings, the Fire Marshal or any other governmental subdivision or agency; provided that the foregoing shall not be deemed a condition to the completion of Sublandlord’s occupancy ofWork for determining the Commencement Date, or except to the extent that Sublandlord’s failure to deliver the Premises in compliance with clauses (i) and/or (ii) above have an adverse effect on Subtenant’s ability to obtain a certificate of occupancy for, perform and complete the Subleased Premises, which items shall be set forth Initial Subtenant Work or any other adverse effect on a punch list signed by Sublandlord and Subtenant (ii) all mechanical, electrical and plumbing systems including steam for the autoclave and emergency power as hereinafter provided shall be in good working order and adequate to service the Subleased Premises [as improved prior to the commencement of Subtenant’s Work]use and enjoyment of the Premises. If, (iii) in accordance with the glass wash equipment described in Exhibit E hereto (which shall remain in the Subleased Premises for use by Subtenant during the Sublease Term without additional charge foregoing sentence, Sublandlord’s Work is deemed to Subtenant) shall be in good working order and (iv) Architect has so certified complete, notwithstanding Sublandlord’s failure to Sublandlord and Subtenant as to comply with clauses (i) and (ii) above. Sublandlord shall complete such punch list items , then promptly after substantial completion. Construction of Sublandlord’s Work shall be performed by ▇▇▇▇▇▇▇▇ Construction Company, at Sublandlord’s expense. Except for the such deemed completion of Sublandlord’s Work, Sublandlord shall, at its sole cost and expense, cause the Subleased Premises are leased to Subtenant in their condition on the date hereof. Sublandlord has made no representations, warranties or promises, except as otherwise provided in this Section 2, comply with respect all Laws applicable to the Subleased Premises and shall promptly remove any such construction liens and/or cure any such outstanding violations. If Sublandlord’s Work shall not have been completed in accordance with the provisions hereof on or before January 1, 2018 (as such date shall be extended for each day of delay in the suitability thereof completion of Sublandlord’s Work caused by Unavoidable Delay not to exceed ninety (90) days, the “Outside Date”), then the Rent Commencement Date shall be postponed (A) for the uses contemplated by this Sublease. Subtenant agrees to accept possession of first thirty (30) days after the Subleased Premises on Outside Date, one (1) day for each day after the Outside Date that Sublandlord’s Work has not been completed, and (B) if the Commencement Date “as is,” in their same condition as has not occurred within thirty (30) days after the Outside Date, then thereafter commencing on the date hereofthirty-first (31st) day after the Outside Date, provided two (2) days for each day after the thirtieth (30th) day after the Outside Date that Sublandlord shall complete Sublandlord’s Work has not been completed, in either case, ending on the day immediately preceding the day on which Sublandlord’s Work is completed. “Punch List Work, as set forth herein. The office furniture (the “Furniture”) and non plug-in equipment described in Exhibit F hereto shall ” means any details of Sublandlord’s Work which remain to be performed by Sublandlord that either individually or in the Subleased aggregate do not adversely affect the progress of the Initial Subtenant Work or Subtenant’s use and occupancy of the Premises (or any portion thereof) for use by the normal conduct of business after the Initial Subtenant during the Sublease Term without additional charge to SubtenantWork is complete.