Common use of Additional Tenant Work Clause in Contracts

Additional Tenant Work. In connection with the issuance of permits required to complete Tenant’s Improvements, the City of Aliso Viejo is requiring that (i) all of the existing hand railings be modified, or reconstructed in a manner to meet current ADA requirements the “Handrail Work”) and (ii) the fire lane behind the 26700 Building be expanded and restored in ​ ​ order to comply with applicable fire, life, and safety codes (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof of the 26650 building with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work and the Fire Lane Work, the “Additional Tenant Work”). Notwithstanding the allocation of responsibilities with respect to the Additional Tenant Work otherwise set forth in the Lease (including, without limitation, Landlord’s Code Compliance Obligations) and conditioned upon the payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, (i) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are of no further force and effect. In exchange for the foregoing agreement, Landlord shall provide Tenant with a credit in the amount of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, the Additional Tenant Work shall be part of the Tenant Improvements and Tenant shall complete or cause to be completed the HVAC Work and Handrail Work prior to taking occupancy of the Premises, and the Fire Lane Work no later than by December 31, 2021, and in accordance with the terms of the Lease (including, without limitation, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit under the Lease in an amount equal to One Million and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. In the event the Buyer does not acquire the Project in accordance with the aforesaid agreement, then this Section 4 shall be null and void.

Additional Tenant Work. In connection with If Tenant shall desire any work to be performed by Landlord in the issuance Premises, other than the Tenant's Work, that is, any work the cost of permits required to complete Tenant’s Improvements, the City of Aliso Viejo which is requiring that (i) all in excess of the existing hand railings be modified, or reconstructed in a manner to meet current ADA requirements funds available for that purpose from the “Handrail Work”) and Tenant Allowance (ii) the fire lane behind the 26700 Building be expanded and restored in ​ ​ order to comply with applicable fire, life, and safety codes (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof of the 26650 building with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work and the Fire Lane Work, the “"Additional Tenant Work”"), all Additional Tenant Work shall be performed at Tenant's sole expense. Notwithstanding Tenant shall have the allocation of responsibilities right To order extra work or change orders with respect to the construction of the Tenant's Work with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed unless Landlord reasonably determines that such extra work or change orders will delay substantial completion of Tenant's Work. If Landlord determines that Tenant's requested change order, while otherwise acceptable, will delay substantial completion of Tenant's Work, Landlord shall advise Tenant of such determination and, if Tenant shall still desire to proceed with the change order, Landlord shall perform the requested work but any resulting delay in the substantial completion of Tenant's Work shall be deemed to be a Tenant Delay. If Landlord approves any Additional Tenant Work, then, at the time of such approval, it shall advise Tenant as to whether such Additional Tenant Work otherwise will need to be removed by Tenant upon the expiration of the Term as set forth in the Lease (Lease. Tenant shall pay for any increase in the actual cost of constructing the Tenant's Work occasioned by a change to the Final Plans and Specifications requested by Tenant, including, without limitationbut not limited to, Landlord’s Code Compliance Obligations) contractor's usual and conditioned upon customary overhead and profit as set forth in the fee schedule provided to Tenant prior to Lease execution. Said payment by Landlord Tenant shall be made within thirty (30) days following Tenant's receipt of an invoice therefor from Landlord, which invoice may be issued as early as Landlord's approval of the change order. The failure of Tenant to pay any portion of the cost of the Additional Tenant Work Credit in accordance with this Section 4, within thirty (i30) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are days following Tenant's receipt of no further force and effect. In exchange for the foregoing agreement, an invoice therefor from Landlord shall provide Tenant with a credit in the amount constitute an Event of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, the Additional Tenant Work shall be part of the Tenant Improvements and Tenant shall complete or cause to be completed the HVAC Work and Handrail Work prior to taking occupancy of the Premises, and the Fire Lane Work no later than by December 31, 2021, and in accordance with the terms of the Lease (including, without limitation, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit Default under the Lease in an amount equal entitling Landlord to One Million exercise all rights and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amendedremedies. In the event of an Event of Default by Tenant which results in a termination of the Buyer does not acquire the Project Lease, Landlord shall also be entitled to damages in accordance with the aforesaid agreement, then this Section 4 shall be null and voidrespect of Tenant's Work undertaken on behalf of Tenant.

Additional Tenant Work. In connection with Tenant shall be responsible for coordinating at its expense the issuance placement and installation of permits required all telephone equipment and outlets. If Tenant shall desire any work to complete be performed by Landlord in the Premises, other than Tenant’s Improvements's Work, that is, any work the City cost of Aliso Viejo which is requiring that (i) all in excess of the existing hand railings be modified, or reconstructed in a manner to meet current ADA requirements funds available for that purpose from the “Handrail Work”) and Tenant Allowance (ii) the fire lane behind the 26700 Building be expanded and restored in ​ ​ order to comply with applicable fire, life, and safety codes (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof of the 26650 building with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work and the Fire Lane Work, the “"Additional Tenant Work”"), all Additional Tenant Work shall be performed at Tenant's sole expense. Notwithstanding Tenant shall not have the allocation of responsibilities right to order extra work or change orders with respect to the Additional construction of Tenant's Work without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant Work otherwise set forth shall pay for any increase in the Lease (actual cost of constructing Tenant's Work occasioned by a change to the Final Plans and Specifications requested by Tenant, including, without limitationbut not limited to, Landlord’s Code Compliance Obligations) contractors usual and conditioned upon the customary overhead and profit. Said payment by Landlord Tenant shall be made within thirty (30) days following Tenant's receipt of an invoice therefor from Landlord, which invoice may be issued as early as Landlord's approval of the change order. The failure of Tenant to pay any portion of the cost of the Additional Tenant Work Credit in accordance with this Section 4, within thirty (i30) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are days following Tenant's receipt of no further force and effect. In exchange for the foregoing agreement, an invoice therefor from Landlord shall provide Tenant with constitute a credit in the amount of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, the Additional Tenant Work shall be part of the Tenant Improvements and Tenant shall complete or cause to be completed the HVAC Work and Handrail Work prior to taking occupancy of the Premises, and the Fire Lane Work no later than by December 31, 2021, and in accordance with the terms of the Lease (including, without limitation, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit Default under the Lease in an amount equal entitling Landlord to One Million exercise all rights and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amendedremedies. In the event of a Default by Tenant which results in a termination of the Buyer does not acquire the Project Lease, Landlord shall also be entitled to damages in accordance with the aforesaid agreement, then this Section 4 shall be null and voidrespect of Tenant's Work undertaken on behalf of Tenant.

Additional Tenant Work. In connection with If Tenant desires any work in addition to ---------------------- the issuance Leasehold Improvements to be performed in the Premises ("Additional Tenant Work"), Tenant, at Tenant's expense, will cause plans and specifications for such work to be prepared either by Landlord's architect or engineer or by consultants of permits required Tenant's own selection. All plans and specifications for Additional Tenant Work will be subject to complete Landlord's approval according to Paragraph 12 below. If Landlord approves Tenant’s Improvements's plans and specifications for any Additional Tenant Work, Landlord will, subject to the City following terms and conditions, grant to Tenant and Tenant's agents a license to enter the Premises prior to the Commencement Date in order that Tenant may perform or cause to be performed the Additional Tenant Work according to the plans and specifications previously approved by Landlord: (a) Tenant will give Landlord not less than three (3) business days prior written notice of Aliso Viejo is requiring that the request to have such access to the Premises, which notice must contain or be accompanied by: (i) all of a description and schedule for the existing hand railings work to be modified, or reconstructed in a manner to meet current ADA requirements the “Handrail Work”) performed by those persons and entities for whom such early access is being requested; (ii) the fire lane behind names and addresses of all contractors, subcontractors and material suppliers for whom such access is being requested; (iii) the 26700 Building approximate number of individuals, itemized by trade, who will be expanded and restored present in ​ ​ order the Premises; (iv) copies of all contracts pertaining to comply with applicable fire, life, and safety codes (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof performance of the 26650 building with two work for which such early access is being requested; (2v) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together copies of all licenses and permits required in connection with the Handrail Work performance of the work for which such access is being requested; (vi) certificates of insurance and instruments of indemnification against all claims, costs, expenses, damages, suits, fines, penalties, actions, causes of action and liabilities which may arise in connection with such work; (vii) assurances of the Fire Lane Workavailability of funds sufficient to pay for all such work, the “Additional Tenant Work”)if such assurances are requested by Landlord; and (viii) if requested by Landlord full lien waivers from all contractors and material men employed by Tenant. Notwithstanding the allocation Each of responsibilities such matters will be subject to Landlord's approval, which approval will not be arbitrarily withheld. (b) Such early access is subject to scheduling by Landlord. (c) Tenant's agents, contractors, workers, mechanics, suppliers and invitees must work in harmony and not interfere with respect to the Additional Tenant Work otherwise set forth Landlord and Landlord's agents in doing work in the Lease (including, without limitation, Landlord’s Code Compliance Obligations) Premises and conditioned upon the payment by Landlord in other premises and Common Areas of the Additional Tenant Work Credit in accordance with this Section 4Building, (i) Tenant hereby assumes or the obligation general operation of the Building. If at any time such entry causes or threatens to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are of no further force and effect. In exchange for the foregoing agreementcause disharmony or interference, including labor disharmony, Landlord shall provide Tenant with a credit may immediately withdraw Tenant's license for access. (d) If Landlord's work in the amount Premises and Tenant's work in the Premises (under such license granted by Landlord) progress simultaneously, Landlord will not be liable for any injury to person or damage to property of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord Tenant, or of the Additional Tenant Work Credit in accordance with this Section 4Tenant's employees, the Additional Tenant Work shall be part of the Tenant Improvements and Tenant shall complete licensees or invitees, from any cause to be completed the HVAC Work and Handrail Work prior to taking occupancy of whatsoever occurring upon or about the Premises, and Tenant will indemnify and save Landlord harmless from any and all liability and claims arising out of or connected with any such injury or damage. (e) Tenant agrees that it is liable to Landlord for any damage to the Fire Lane Work no later than by December 31, 2021, and in accordance with the terms Premises or any portion of the Lease (includingwork in the Premises caused by Tenant or any of Tenant's employees, without limitationagents, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇contractors, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, workers or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit under the Lease in an amount equal to One Million and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. In the event the Buyer does not acquire the Project in accordance with the aforesaid agreement, then this Section 4 shall be null and voidsuppliers.

Additional Tenant Work. In connection with 6.1 If Tenant desires any work in addition to the issuance of permits required Tenant Improvements to complete Tenant’s Improvements, be performed in the City of Aliso Viejo is requiring that (i) all of the existing hand railings be modified, or reconstructed in a manner to meet current ADA requirements the “Handrail Work”) and (ii) the fire lane behind the 26700 Building be expanded and restored in ​ ​ order to comply with applicable fire, life, and safety codes Premises (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof of the 26650 building with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work and the Fire Lane Work, the “"Additional Tenant Work”"), Tenant, at Tenant's expense, shall cause plans and specifications for such additional work to be prepared either by arranging therefor with Landlord's architect or engineer, or by arranging therefor with consultants of Tenant's own selection with the prior approval of Landlord. Notwithstanding the allocation of responsibilities with respect to the Additional Tenant Work otherwise set forth in the Lease (including, without limitation, Landlord’s Code Compliance Obligations) All plans and conditioned upon the payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, (i) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are of no further force and effect. In exchange specifications for the foregoing agreement, Landlord shall provide Tenant with a credit in the amount of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, the Additional Tenant Work shall be part subject to review by Landlord to insure that the Additional Tenant Work is compatible with all other construction, as well as the electrical and mechanical systems, within the Building, and that it complies with all applicable codes, laws, rules, and regulations. Landlord's approval of Tenant's plans and specifications for any Additional Tenant Work shall not be arbitrarily withheld. If Landlord should approve of Tenant's plans and specifications for any Additional Tenant Work, Landlord shall, subject to the following terms and conditions, grant to Tenant Improvements and Tenant's agents, a license to enter the Premises prior to the Commencement Date in order that Tenant shall complete may perform or cause to be completed performed the HVAC Additional Tenant Work in accordance with the plans and Handrail Work specifications therefor previously approved by Landlord: 6.1.1 Tenant shall give Landlord not less than five (5) business days' prior written notice of the request to taking occupancy have such access to the Premises, which notice must contain or be accompanied by: (i) a description and schedule for the work to be performed by those persons and entities for whom such early access is being requested; (ii) the names and addresses of all contractors, subcontractors, and material suppliers for whom such access is being requested; (iii) the approximate number of individuals, itemized by trade, who shall be present in the Premises; (iv) copies of all contracts pertaining to the performance of the work for which such early access is being requested; (v) copies of all licenses and permits required in connection with the performance of the work for which such access is being requested; (vi) certificates of insurance and instruments of indemnification against all claims, costs, expenses, damages, suits, fines, penalties, actions, causes of action, and liabilities which may arise in connection with such work; and (vii) assurances of the availability of funds sufficient to pay for all such work, if such assurances are requested by Landlord. Each of the foregoing shall be subject to Landlord's approval, which approval shall not be arbitrarily withheld. 6.1.2 Such early access is subject to scheduling by Landlord. 6.1.3 Tenant's agents, contractors, workers, mechanics, suppliers, and invitees must work in harmony and not interfere with Landlord and Landlord's contractor in doing work in the Premises, in other premises, and common areas of the Building, and in the general operation of the Building. If at any time such entry shall cause or threaten to cause disharmony or interference, including labor disharmony, Landlord may withdraw its license upon twenty-four (24) hours' prior written notice to Tenant. 6.1.4 In the event that Landlord's work in the Premises and Tenant's work in the Premises (pursuant to the license granted herein) progress simultaneously, Landlord shall not be liable for injury to any person or for damage to any property of Tenant, Tenant's employees, agents, licensees, or invitees, from any cause whatsoever, occurring upon or about the Premises, and the Fire Lane Work no later than by December 31, 2021, Tenant shall indemnify and in accordance save Landlord harmless from any and all liability and claims arising out of or connected with the terms any such injury or damage. Tenant will not permit any lien on any part of the Lease (including, without limitation, applicable terms Building allegedly resulting from any work or materials furnished or obligations incurred by or for Tenant. Tenant will discharge any such lien of Exhibit “B” record immediately upon its filing. 6.1.5 Tenant agrees that it is liable to Landlord for any damage to the Lease). If Premises or to any portion of the work in the Premises caused by Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy or any of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇Tenant's employees, ▇▇▇▇▇ ▇▇▇▇▇agents, ▇▇ (“Building 2”) but in no event later than May 1, 2021licensees, or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit under the Lease in an amount equal to One Million and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. In the event the Buyer does not acquire the Project in accordance with the aforesaid agreement, then this Section 4 shall be null and voidinvitees.

Additional Tenant Work. In connection with If Tenant desires any work in addition to the issuance Leasehold Improvements and Tenant's Installations to be performed in the Premises ("Additional Tenant Work"), Tenant, at Tenant's expense, will cause plans and specifications for such work to be prepared either by Landlord's architect or engineer or by consultants of permits required Tenant's own selection. All plans and specifications for Additional Tenant Work will be subject to complete Landlord's approval according to Paragraph 14 below. If Landlord approves Tenant’s Improvements's plans and specifications for any Additional Tenant Work, Landlord will, subject to the City following terms and conditions, grant to Tenant and Tenant's agents a license to enter the Premises prior to the Scheduled Commencement Date in order that Tenant may perform or cause to be performed the Additional Tenant Work according to the plans and specifications previously approved by Landlord: (a) Tenant will give Landlord not less than 5 days prior written notice of Aliso Viejo is requiring that the request to have such access to the Premises, which notice must contain or be accompanied by: (i) all of a description and schedule for the existing hand railings work to be modified, or reconstructed in a manner to meet current ADA requirements the “Handrail Work”) performed by those persons and entities for whom such early access is being requested; (ii) the fire lane behind names and addresses of all contractors, subcontractors and material suppliers for whom such access is being requested; (iii) the 26700 Building approximate number of individuals, itemized by trade, who will be expanded present in the Premises; (iv) copies of all contracts pertaining to the performance of the work for which such early access is being requested; (v) copies of all licenses and restored permits required in ​ ​ order to comply connection with applicable firethe performance of the work for which such access is being requested; (vi) certificates of insurance and instruments of indemnification against a claims, lifecosts, expenses, damages, suits, fines, penalties, actions, causes of action and liabilities which may arise in connection with such work, and safety codes (the “Fire Lane Work”vii) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof assurances of the 26650 building availability of funds sufficient to pay for all such work, if such assurances are requested by Landlord. Each of such matters will be subject to Landlord's approval, which approval will not be arbitrarily withheld. (b) Such early access is subject to scheduling by Landlord. (c) Tenant's agents, contractors, workers, mechanics, suppliers and invitees must work in harmony and not interfere with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work Landlord and the Fire Lane Work, the “Additional Tenant Work”). Notwithstanding the allocation of responsibilities with respect to the Additional Tenant Work otherwise set forth Landlord's agents in doing work in the Lease (including, without limitation, Landlord’s Code Compliance Obligations) Premises and conditioned upon the payment by Landlord in other premises and Common Areas of the Additional Building or the general operation of the Building. If at any time any agent, contractor, worker, mechanic, supplier or invitee of Tenant Work Credit in accordance with this Section 430 causes or threatens to cause disharmony or interference, (i) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are of no further force and effect. In exchange for the foregoing agreementincluding labor disharmony, Landlord shall provide Tenant with a credit may immediately withdraw Tenant's license for access. (d) If Landlord's work in the amount Premises and Tenant's work in the Premises (under such license granted by Landlord) progress simultaneously, Landlord will not be liable for any injury to person or damage to property of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord Tenant, or of the Additional Tenant Work Credit in accordance with this Section 4Tenant's contractors, the Additional Tenant Work shall be part of the Tenant Improvements and Tenant shall complete employees, licensees or invitees, from any cause to be completed the HVAC Work and Handrail Work prior to taking occupancy of whatsoever occurring upon or about the Premises, and Tenant will indemnify and save Landlord harmless from any and all liability and claims arising out of or connected with any such injury or damage. (e) Tenant agrees that it is liable to Landlord for any damage to the Fire Lane Work no later than by December 31, 2021, and in accordance with Building (including the terms Premises) or any portion of the Lease (includingwork in the Building caused by Tenant or any of Tenant's employees, without limitationagents, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇contractors, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, workers or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit under the Lease in an amount equal to One Million and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. In the event the Buyer does not acquire the Project in accordance with the aforesaid agreement, then this Section 4 shall be null and voidsuppliers.

Additional Tenant Work. If Tenant desires any work in addition to the Base Building Improvements and the Tenant Improvements to be performed In connection with the issuance of permits required to complete Tenant’s Improvements, the City of Aliso Viejo is requiring that (i) all of the existing hand railings be modified, or reconstructed in a manner to meet current ADA requirements the “Handrail Work”) and (ii) the fire lane behind the 26700 Building be expanded and restored in ​ ​ order to comply with applicable fire, life, and safety codes Premises (the “Fire Lane Work”) and, separately, Tenant is replacing two (2) existing 75-ton packaged A/C units on the roof of the 26650 building with two (2) new 75-ton A/C units which match the prior A/C units’ capabilities (the “HVAC Work”, and, together with the Handrail Work and the Fire Lane Work, the “"Additional Tenant Work”"), Tenant, at Tenant's expense, shall cause plans and specifications for such work to be prepared either by arranging therefor with Landlord's architect or engineer or with consultants of Tenant's own selection. Notwithstanding the allocation of responsibilities with respect to the Additional Tenant Work otherwise set forth in the Lease (including, without limitation, Landlord’s Code Compliance Obligations) All plans and conditioned upon the payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, (i) Tenant hereby assumes the obligation to complete the Handrail Work and the Fire Lane Work and (ii) Landlord’s Warranty Obligations with respect to the HVAC systems are of no further force and effect. In exchange specifications for the foregoing agreement, Landlord shall provide Tenant with a credit in the amount of One Million and 00/100 Dollars ($1,000,000) (the “Additional Tenant Work Credit”). Subject to payment by Landlord of the Additional Tenant Work Credit in accordance with this Section 4, the Additional Tenant Work shall be part subject to review by Landlord to insure that the Additional Tenant Work is compatible with all other construction, as well as the electrical and mechanical systems, within the Building, and that it complies with all applicable codes, laws, rules and regulations. Landlord's approval of Tenant's plans and specifications for any Additional Tenant Work shall not be arbitrarily withheld. If Landlord should approve Tenant's plans and specifications for any Additional Tenant Work, Landlord shall, subject to the following terms and conditions, grant to Tenant Improvements and Tenant's agents, a license to enter the Premises prior to the Commencement Date in order that Tenant shall complete may perform or cause to be completed performed the HVAC Additional Tenant Work in accordance with the plans and Handrail Work specifications therefor previously approved by Landlord: (a) Tenant shall give Landlord not less than five (5) days' prior written notice of the request to taking occupancy have such access to the Premises, which notice must contain or be accompanied by: (i) a description and schedule for the work to be performed by those persons and entities for whom and which such early access is being requested; (ii) the names and addresses of all contractors, subcontractors and material suppliers for whom and which such access is being requested; (iii) the approximate number of individuals, itemized by trade, who shall be present in the Premises; (iv) copies of all contracts pertaining to the performance of the work for which such early access is being requested; (v) copies of all licenses and permits required in connection with the performance of the work for which such access is being requested; (vi) certificates of insurance and instruments of indemnification against all claims, costs, expenses, damages suits, fines, penalties, actions, causes of action and liabilities which may arise in connection with such work; and (vii) assurances of the availability of funds sufficient to pay for all such work, if such assurances are requested by Landlord. Each of the foregoing shall be subject to Landlord's approval, which approval shall not be arbitrarily withheld. (b) Such early access is subject to scheduling by Landlord. (c) Tenant's agents, contractors, workers, mechanics, suppliers and invitees must work in harmony and not interfere with Landlord and Landlord's agents in doing work in the Premises and in other premises and common areas of the Building or the general operation of the Building. If at any time such entry shall cause or threaten to cause disharmony or interference, including labor disharmony, Landlord may withdraw its license upon twenty-four (24) hours prior written notice to Tenant. (d) In the event that Landlord's work in the Premises and Tenant's work in the Premises (pursuant to the license granted herein) progresses simultaneously, Landlord shall not be liable for any injury to person or damage to property of Tenant, or of Tenant's employees, licensees or invitees, from any cause whatsoever occurring upon or about the Premises, and Tenant shall indemnify and save Landlord harmless from any and all liability and claims arising out of or connected with any such injury or damage. (e) Tenant agrees that it is liable to Landlord for any damage to the Fire Lane Work no later than by December 31, 2021, and in accordance with the terms Premises or any portion of the Lease (includingwork in the Premises caused by Tenant or any of Tenant's employees, without limitationagents, applicable terms of Exhibit “B” to the Lease). If Tenant has not completed (i) the HVAC Work prior to Tenant taking occupancy of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇contractors, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ (“Building 2”) but in no event later than May 1, 2021, workers or (ii) the Handrail Work in any one building prior to Tenant taking occupancy of the respective building, but in no event later than December 31, 2021, or (iii) the Fire Lane Work by December 31, 2021, then in that event Landlord shall have the explicit right to immediately draw on the Letter of Credit which comprises the Security Deposit under the Lease in an amount equal to One Million and 00/100 Dollars ($1,000,000) (the “Letter of Credit Draw”), which amount Landlord shall retain until such time as Tenant has performed all of its obligations under this Section 4. If Tenant fails to complete any or all of the Additional Tenant Work on or before the dates set forth in this Section 4, then beginning on January 1, 2022, Landlord shall have the right, but not the obligation, to complete the Tenant Additional Work, in which event Landlord shall retain the entire amount of the Letter of Credit Draw and Tenant shall immediately and without further notice increase the amount of the Letter of Credit to the Letter of Credit Amount. Landlord shall fund the Additional Tenant Work Credit to Tenant upon the effective date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its designee (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. This Section 4 shall be effective as of the date on which ▇▇▇ Companies LLC, a Delaware limited liability company, or its affiliate (the “Buyer”), acquires the Project in accordance with the terms of that certain Purchase and Sale Agreement dated February 3, 2020, as amended. In the event the Buyer does not acquire the Project in accordance with the aforesaid agreement, then this Section 4 shall be null and voidsuppliers.