CENTERS, COURTHOUSES OR ANY
OTHER FORM OF AGENCY DEALING WITH CIVIL AUTHORITY. NOTWITHSTANDING THE
FOREGOING, THE TERM "PROHIBITED USES" SHALL NOT INCLUDE ANY USE WHICH IS
PERMITTED UNDER A THIRD PARTY TENANT LEASE OF SPACE IN THE BUILDING WHICH IS IN
EFFECT AS OF THE COMMENCEMENT DATE.
ARTICLE V
LEASEHOLD IMPROVEMENTS AND REPAIRS
5.1
Leasehold Improvements
Subject to the provisions of this Lease, Tenant hereby accepts the Leased
Premises, including any and all existing Leasehold Improvements, in their
"AS-IS" condition, and acknowledges that Landlord has no obligation to construct
additional Leasehold Improvements or to provide any money, work, labor,
material, fixture, decoration or equipment toward the construction of any
Leasehold Improvements.
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5.2
Alterations
(A)
EXCEPT AS PROVIDED BELOW (AS TO NON-CONSENT ALTERATIONS), AND AS
PROVIDED IN SECTION 3.6 HEREOF AS TO TENANT MANAGED PROPERTIES, TENANT SHALL NOT
MAKE OR ALLOW TO BE MADE ANY ALTERATIONS IN OR TO THE LEASED PREMISES
(COLLECTIVELY, "ALTERATIONS"), WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF
LANDLORD TO THE PLANS AND SPECIFICATIONS AND CONTRACTORS THEREFOR, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
(B)
ALL ALTERATIONS SHALL BE MADE IN COMPLIANCE WITH LEGAL
REQUIREMENTS.
(C)
NOTWITHSTANDING THE FOREGOING, TENANT SHALL HAVE THE RIGHT TO MAKE
NON-CONSENT ALTERATIONS WITHOUT LANDLORD'S CONSENT. THE TERM "NON-CONSENT
ALTERATIONS" SHALL MEAN ANY ALTERATIONS THAT (I) EITHER (X) COST LESS THAN
THRESHOLD ALTERATION AMOUNT, OR (Y) REGARDLESS OF COST, ARE OF SUCH A NATURE AS
NOT TO REQUIRE A BUILDING PERMIT, AND (II) DO NOT MATERIALLY, ADVERSELY AFFECT
THE BASE BUILDING. THE TERM "THRESHOLD ALTERATION AMOUNT" SHALL MEAN (1) DURING
ANY TENANT MANAGEMENT PERIOD OR ANY PERIOD THAT TENANT'S OCCUPANCY PERCENTAGE IS
GREATER THAN SEVENTY-FIVE PERCENT (75%), AN AMOUNT EQUAL TO ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000.00), AND (2) DURING ANY OTHER PERIOD DURING
THE TERM, SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00).
(D)
PRIOR TO COMMENCING ANY ALTERATIONS (OTHER THAN NON-CONSENT
ALTERATIONS FOR WHICH NO BUILDING PERMIT IS REQUIRED), TENANT SHALL (I) NOTIFY
LANDLORD THEREOF, (II) FURNISH LANDLORD WITH PLANS AND SPECIFICATIONS THEREFOR
(UNLESS, CONSISTENT WITH LEGAL REQUIREMENTS, NO SUCH PLANS AND SPECIFICATIONS
WERE PREPARED), AND (III) INFORM LANDLORD OF THE NAMES OF THE CONTRACTORS THEN
RETAINED WITH RESPECT THERETO (ALL OF WHICH SHALL BE OF TENANT'S OWN CHOOSING).
(E)
UPON THE COMPLETION OF ANY ALTERATIONS, TENANT SHALL PROVIDE
LANDLORD WITH "AS-BUILT" PLANS RELATED THERETO.
(F)
IF ANY ALTERATIONS INVOLVE WORK TO BE PERFORMED IN, OR WHICH
OTHERWISE IMPACTS OPERATIONS IN, AREAS OF THE PROPERTY LOCATED OUTSIDE THE
LEASED PREMISES, THEN TENANT SHALL COORDINATE SUCH WORK WITH THE PROPERTY
MANAGER.
(G)
LANDLORD SHALL REASONABLY COOPERATE WITH TENANT'S EFFORTS TO
OBTAIN ANY BUILDING PERMIT, OR GOVERNMENTAL APPROVAL, SIGN-OFF OR CERTIFICATE,
IN CONNECTION WITH THE PERFORMANCE OR COMPLETION OF ANY ALTERATIONS, INCLUDING
PROMPTLY EXECUTING (AND PROVIDING ANY INFORMATION KNOWN BY LANDLORD FOR) ANY
APPLICATIONS OR SIMILAR DOCUMENTS WITH RESPECT THERETO.
(H)
IN NO EVENT SHALL TENANT BE OBLIGATED TO PAY ANY CHARGE TO
LANDLORD OR ANY LANDLORD PARTY FOR (I) THE SUPERVISION OF ANY ALTERATIONS,
(II) OBTAINING LANDLORD'S CONSENT TO