REQUIREMENT THAT TENANT REMOVE THE ITEMS IN QUESTION"), THEN TENANT SHALL
NOT BE REQUIRED TO REMOVE SUCH ALTERATION, ADDITION OR IMPROVEMENT.
NOTWITHSTANDING THE FOREGOING, EXCEPT TO THE EXTENT OTHERWISE INDICATED
ON THE
PRELIMINARY PLANS IDENTIFIED ON SCHEDULE 1 ATTACHED TO EXHIBIT D, TENANT SHALL
NOT BE REQUIRED TO REMOVE ANY PORTIONS OF THE WORK, SO LONG AS SUCH PORTIONS OF
THE WORK ARE CONSTRUCTED STRICTLY IN ACCORDANCE WITH ALL LAWS, WITH SUCH
PRELIMINARY PLANS AND THE WORKING DRAWINGS BASED ON THOSE PRELIMINARY PLANS AND
APPROVED BY LANDLORD IN ACCORDANCE WITH EXHIBIT D.
(2)
MINOR ALTERATIONS.
NOTWITHSTANDING SECTION 8(A)(1) ABOVE, TENANT,
WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT (BUT SUBJECT TO THE OTHER TERMS AND
CONDITIONS OF THIS SECTION 8, INCLUDING SECTION 8(C) BELOW), SHALL BE PERMITTED
TO MAKE ALTERATIONS TO THE PREMISES THAT DO NOT AFFECT THE BUILDING'S
STRUCTURE, DO NOT MATERIALLY AFFECT THE BUILDING'S SYSTEMS AND DO NOT MATERIALLY
AFFECT THE APPEARANCE OF THE BUILDING VIEWED FROM THE EXTERIOR, PROVIDED THAT:
(A) SUCH ALTERATIONS DO NOT EXCEED $50,000 INDIVIDUALLY OR $150,000 IN THE
AGGREGATE; (B) TENANT SHALL TIMELY PROVIDE LANDLORD THE INFORMATION REQUIRED
PURSUANT TO SECTION 8(C) BELOW; (C) TENANT SHALL NOTIFY LANDLORD IN WRITING
WITHIN THIRTY (30) DAYS OF COMPLETION OF THE ALTERATION AND DELIVER TO LANDLORD
A SET OF THE PLANS AND SPECIFICATIONS THEREFOR, EITHER "AS BUILT" OR MARKED TO
SHOW CONSTRUCTION CHANGES MADE; AND (D) TENANT SHALL, UPON LANDLORD'S REQUEST,
REMOVE THE ALTERATION AT THE TERMINATION OF THE LEASE AND RESTORE THE PREMISES
TO ITS CONDITION PRIOR TO SUCH ALTERATION; PROVIDED, HOWEVER, THAT, WITHIN TEN
(10) DAYS AFTER A SPECIFIC, WRITTEN REQUEST FROM TENANT DELIVERED TOGETHER WITH
TENANT'S NOTICE OF COMPLETION OF THE ALTERATION, LANDLORD AGREES TO INDICATE IN
WRITING WHETHER LANDLORD WILL REQUIRE SUCH ALTERATION TO BE REMOVED UPON THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE, AND IF LANDLORD FAILS TO
INDICATE WITHIN SUCH 10-DAY PERIOD A REQUIREMENT THAT SUCH ALTERATION, ADDITION
OR IMPROVEMENT BE REMOVED, AND SUCH FAILURE CONTINUES FOR MORE THAN TEN (10)
DAYS AFTER RECEIPT OF A SECOND SPECIFIC, WRITTEN REQUEST FROM TENANT (WHICH
SECOND REQUESTS STATES THE FOLLOWING IN BOLD, CAPITAL LETTERS:
"THIS IS THE
SECOND REQUEST FOR LANDLORD'S REMOVAL DETERMINATION PURSUANT TO SECTION 8(A)(2)
OF THE LEASE, AND LANDLORD'S FAILURE TO RESPOND WITHIN TEN (10) DAYS WILL RESULT
IN NO REQUIREMENT THAT TENANT REMOVE THE ITEMS IN QUESTION"), THEN TENANT SHALL
NOT BE REQUIRED TO REMOVE SUCH ALTERATION.
(b)
Repairs; Maintenance.
Except as expressly set forth to be
Landlord's responsibility under Sections 7, 15 and 16, Tenant, at its sole
expense, shall repair, replace and maintain in good, clean, safe, and operable
condition and in accordance with all Laws and the equipment manufacturer's
suggested service programs, all portions of the Premises, including entries,
doors, ceilings, windows, interior walls, and the interior side of demising
walls, and heating, ventilation and air conditioning systems (including any
evaporative units), and other building and mechanical systems serving the
Premises.
Such repair and replacements include capital expenditures and repairs
whose benefit may extend beyond the