Common use of Construction of Subtenant Improvements Clause in Contracts

Construction of Subtenant Improvements. At Subtenant's sole cost and -------------------------------------- expense, including payment on demand of (i) all related out-of-pocket costs incurred by Sublandlord and (ii) all related costs to which Master Landlord is entitled under the Master Lease, Subtenant shall construct, no later than December 31, 2001 (with an extension of one day for each day of delay caused by force majeure), certain interior improvements on Floor One of Building One (which floor is defined as "B1F1") and the work necessary to create increased cooling capacity from the roof of Building One to supply the data center to be constructed on B1F1 ("Building Improvements") and certain exterior improvements outside of Building One (a shipping and receiving area, including a load leveler and a roll-up door, and a backup generator, the "Exterior Improvements") (collectively the Building Improvements and the Exterior Improvements are referred to as the "Subtenant Improvements") in conformance with the Approved Plans described below and subject to all the terms and conditions of the Master Lease, the Sublease, and this Agreement. Sublandlord shall not charge any oversight fees or supervisory fees pertaining to the Subtenant Improvements. The Subtenant Improvements and the construction thereof shall comply in all respects with the terms and conditions of the Sublease, except to the extent directly contradicted by this Agreement. Nothing in this Agreement shall be construed to in any way to limit the rights of Master Landlord under the Master Lease and the requirement that the Subtenant Improvements and the construction thereof shall comply in all respects with the terms and conditions of the Master Lease. By way of example only, all approvals of Sublandlord described in or pursuant to this Agreement are expressly conditioned on Master Landlord's explicit, unconditional approval of the matter approved by Sublandlord.

Construction of Subtenant Improvements. At Subtenant's sole cost and -------------------------------------- expense, including payment on demand of (i) all related out-of-pocket costs incurred by Sublandlord and (ii) all related costs to which Master Landlord is entitled under the Master Lease, Subtenant shall construct, no later than December 31, 2001 (with an extension of one day for each day of delay caused by force majeure), certain interior improvements on Floor One of Building One (which floor is defined as "B1F1") and the work necessary to create increased cooling capacity from the roof of Building One to supply the data center to be constructed on B1F1 ("Building Improvements") and certain exterior improvements outside of Building One (a shipping and receiving area, including a load leveler and a roll-up door, and a backup generator, the "Exterior Improvements") (collectively the Building Improvements and the Exterior Improvements are referred to as the "Subtenant Improvements") in conformance with a. Promptly once the Approved Plans described below and subject to all the terms and conditions of the Master Leaseare complete, the Sublease, and this Agreement. Sublandlord shall not charge any oversight fees or supervisory fees pertaining cause GCI General Contractors (“GCI”) and Dome Construction Corp. (“Dome”) to the Subtenant Improvements. The Subtenant Improvements and the submit construction thereof shall comply in all respects bids, with the terms and conditions line item detail of the Sublease, except to the extent directly contradicted by this Agreement. Nothing in this Agreement shall be construed to in any way to limit the rights of Master Landlord under the Master Lease and the requirement that the Subtenant Improvements and Subtenant Improvement Costs, allocating them between the construction thereof shall comply Sublandlord and Subtenant using professional judgment and in all respects accordance with the terms of this Work Letter. Sublandlord shall share the bids with Subtenant, and conditions Subtenant shall have two (2) business days in which to suggest changes to the plans, including in order to reduce costs, or approve them (and, in the event that Subtenant requests changes, Subtenant shall have another two (2) business days after receipt of the Master Leaserevised bids to review and approve the revised bid); provided that: (i) if Subtenant requests changes to the Plans, in order to reduce costs or otherwise (except changes to conform the bids to the Approved Plans), Subtenant will be advised as to the amount of delay, if any, will be caused by changing the plans and recalculating the bids to accommodate 4. By way such changes, and if Subtenant elects to cause the plans to be changed and/or bids recalculated, any delay beyond the initial two-day review attributable to recalculating bids due to Subtenant’s suggestions shall constitute “Subtenant Delay” as set forth in Paragraph 6; (ii) nothing herein shall obligate Sublandlord to employ the contractor with the lowest bid for Subtenant Improvements to be borne by Subtenant, it being understood and agreed that there are a number of example onlyvariables that enter into making such selection. Sublandlord agrees that the line items for HVAC and electrical work in the above-referenced construction bids from GCI and Dome, all approvals of Sublandlord described in or pursuant to this Agreement are expressly conditioned on Master Landlord's explicitfor which Subtenant shall be responsible, unconditional approval will not exceed one hundred and twenty percent (120%) of the matter approved total estimated budget as of April 30, 2003 and attached hereto as Exhibit E 4 (exclusive of any changes requested to the Final Plans by SublandlordSubtenant that add costs except any changes to conform the Final Plans to the Subtenant Improvement Specifications (“HVAC/Electrical Work Cap”).

Construction of Subtenant Improvements. At The Subtenant Improvements shall be constructed by contractors approved in advance by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. In addition to any amounts for which Subtenant may be responsible under Article 7 of the Sublease, Subtenant shall be solely responsible for (a) any delay or increased cost in completing the Subtenant Improvements; (b) the design, function and maintenance (except as provided for in the Sublease) of all Subtenant Improvements, (c) all costs and expenses necessary to increase permitted structural floor loading in order to accommodate Subtenant's sole cost ’s libraries, file rooms, unusual live loads and -------------------------------------- expense, including payment on demand other such uses; and (d) incidental costs of construction such as hoisting and utility consumption. No construction shall be commenced until Subtenant has delivered to Sublandlord (i) all related out-of-pocket costs incurred by Sublandlord a certificate evidencing the liability insurance coverages for Subtenant’s general contractors consistent with Schedule 2 attached hereto, and (ii) a time-stamped copy of a waiver of liens signed by Subtenant’s general contractor and filed with the Prothonotary of Philadelphia, along with a copy of the Prothonotary’s receipt for the filing fee. 2.4 (a) Permits. Subtenant, or Subtenant’s representative, shall secure the approval of governmental authorities and all related costs permits required by governmental authorities having jurisdiction over such approvals and permits in order to which Master commence and fully complete the construction of the Subtenant Improvements (the "Permits"). Subtenant hereby agrees that neither Sublandlord, Prime Landlord, nor any of their respective space planners, architects, engineers or consultants shall be responsible for obtaining any Permits or certificates of occupancy for the Subleased Premises and that the obtaining of same shall be Subtenant’s responsibility; provided, however, that Sublandlord and/or Prime Landlord is entitled under the Master Leaseshall, in any event, cooperate with Subtenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Subtenant to obtain any such Permits or certificates of occupancy. Subtenant shall construct, no later than December 31, 2001 commence construction of the Subtenant Improvements as soon as practicable after issuance of all such necessary permits. (b) Subtenant shall cooperate diligently with an extension Sublandlord to complete all phases of one day for each day of delay caused by force majeure), certain interior improvements on Floor One of Building One (which floor is defined as "B1F1") Subtenant’s Plans and the work necessary permitting process and to create increased cooling capacity from receive the roof of Building One to supply the data center to be constructed on B1F1 ("Building Improvements") and certain exterior improvements outside of Building One (a shipping and receiving area, including a load leveler and a roll-up door, and a backup generator, the "Exterior Improvements") (collectively the Building Improvements and the Exterior Improvements are referred to as the "Subtenant Improvements") in conformance with the Approved Plans described below and subject to all the terms and conditions of the Master Lease, the Sublease, and this AgreementPermits. Sublandlord shall not charge any oversight fees or supervisory fees pertaining cooperate, and cause to cooperate, in the Subtenant Improvements. The Subtenant Improvements and the construction thereof shall comply in all respects with the terms and conditions performance of the Sublease, except to the extent directly contradicted by this Agreement. Nothing in this Agreement shall be construed to in any way to limit the rights of Master Landlord under the Master Lease review and the requirement that the Subtenant Improvements and the construction thereof shall comply in all respects with the terms and conditions of the Master Lease. By way of example only, all approvals of Sublandlord described in or pursuant to this Agreement are expressly conditioned on Master Landlord's explicit, unconditional approval of the matter approved by Sublandlordprocess for Subtenant’s Plans.