Common use of General Construction Requirements Clause in Contracts

General Construction Requirements. (a) All construction and other work in connection with any Improvements shall be done at Lessee’s sole cost and expense and in a prudent and First Class manner and with First Class materials. Lessee shall construct all Improvements in accordance with (i) all Applicable Laws, (ii) plans and specifications that are in accordance with the provisions of this Article 12 and all other applicable provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee shall not be required to retain its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to the other a copy of any written reports prepared by that party’s archeological consultant. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period. (c) Lessee shall construct all Improvements within setbacks required by Applicable Laws and the Handbook. (d) Prior to the commencement of any Improvements costing in excess of Fifty Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index), Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record with Santa ▇▇▇▇▇ County, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil Code. Lessee covenants and agrees to give Lessor at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (e) The provisions of Section 12.3 shall apply to any change in the design elements of the Improvements that are subject to Lessor’s prior written approval and that have been approved by Lessor, and to any material deviations in the actual construction of the Improvements from such approved design elements. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee shall prepare and maintain in accordance with normal construction practices (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of any Improvements. These as-built drawings and annotated plans and specifications shall be kept at the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor at all reasonable times.

General Construction Requirements. (a) All construction and other work in connection with any Additional Improvements and Alterations shall be done at Lessee’s sole cost and expense and in a prudent and First Class manner and with First Class materials. Lessee shall construct all such Additional Improvements and Alterations in strict accordance with (i) all Applicable Laws, (ii) plans and specifications that are in accordance with the provisions of this Article 12 11 and all other applicable provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws; provided, or does not however, that no amendment to the Handbook will be binding upon Lessee if it materially and adversely affect affects the use of the Premises by Lessee, and/or the operation or economic performance of the Premises for Lessee’s intended useas an investment property. (b) Lessee shall give Lessor not less than fifteen sixty (1560) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any Lessor’s costs and expenses for an on-site Lessor-designated archaeological consultant (other than which consultant may be an independent contractor or an employee of Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required) during any such excavation. When Lessor or its such consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee such consultant shall have the authority to temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with the consultant’s requests and state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee shall not be required to retain its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to the other a copy of any written reports prepared by that party’s archeological consultant. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any the decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period11.6. (c) Lessee shall construct all Additional Improvements and Alterations within setbacks required by Applicable Laws and the Handbook; provided that in the event of a conflict between or inconsistency with the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect such construction or the cost thereof. Notwithstanding anything contained herein, but subject to Lessor’s approval rights under Section 11.2(a), Lessee may make repairs, replacements modifications and additions to any Existing Improvements legally located in any setback areas or other areas of restricted use pursuant to a conditional use permit or similar approval or which otherwise constitute a legal non-conforming use of such restricted areas; provided, however, that Lessee complies with all Applicable Laws related to the construction or modification of improvements in such restricted areas and obtains and complies with the provisions of all approvals, conditions or consents of the appropriate federal, state, and local governmental authorities required in connection with the use of such restricted areas and the location and modification of any Existing Improvements therein. (d) Prior to the commencement of any Additional Improvements and Alterations costing in excess of Fifty Ten Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index10,000), Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record with Santa ▇▇▇▇▇ County, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil Code. Lessee covenants and agrees to give Lessor at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (e) The provisions of Section 12.3 11.4 shall apply to any change in the design elements of the Additional Improvements and Alterations that are subject to Lessor’s prior written approval and that have been approved by Lessor, and to any material deviations in the actual construction of the Additional Improvements and Alterations from such approved design elements. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee shall prepare and maintain in accordance with normal construction practices (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of any ImprovementsAdditional Improvements and Alterations. These as-built drawings and annotated plans and specifications shall be kept at the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor at all reasonable times.

General Construction Requirements. (a) All construction and other work in connection Construction Work associated with any Improvements a Landlord’s or Tenant’s Casualty Restoration, shall be done at Lessee’s sole cost and expense and in a prudent and First Class manner and with First Class materials. Lessee shall construct all Improvements in accordance with (i) all Applicable Laws, (ii) plans and specifications that are performed generally in accordance with the provisions of this protocols and procedures prescribed in Article 12 and all other applicable provisions of this Lease, and (iii) 17 hereof for the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavationConstruction Work, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee reasonably applicable to the Casualty Restoration and with appropriate modifications and supplementation according to the general circumstances regarding the nature and timing of the work performed, and Landlord and Tenant shall both take all good faith, reasonable steps to coordinate the undertaking and performance of Landlord’s Casualty Restoration Construction Work and Tenant’s Casualty Restoration Construction Work in order to avoid interference with the Construction Work each is required to perform and in order to accommodate, to the extent practicable in the circumstances, the Construction Work exigencies affecting each of Landlord and Tenant. If as a necessary and reasonable construction means and methods protocol, the Construction Work associated with Landlord’s Casualty Restoration should be performed and completed before the Construction Work associated with Tenant’s Casualty Restoration, then Tenant shall not be required to retain commence its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party Construction Work until Landlord shall deliver have completed its Construction Work to the other a copy of any written reports prepared by that party’s archeological consultantpoint where Tenant can begin. Any archaeological artifacts discovered on the Premises The‌ converse shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, apply in the event construction Landlord’s Casualty Restoration Construction Work cannot reasonably be undertaken until Tenant shall have completed Tenant’s Casualty Restoration Construction Work to the point where Landlord can begin. Both Landlord and Tenant shall be obligated to keep the other informed as to the status of the Replacement Improvements is delayed for more than ten (10) business days due Construction Work being performed by each of them in connection with a Casualty Restoration in order to promote, to the cessation of excavation pursuant to this subsectionmaximum extent feasible, the Rent Commencement Date shall be delayed by one (1) calendar day for each day efficient and professional achievement of construction any Casualty Restoration dependent on the completion of both a Landlord’s Casualty Restoration and a Tenant’s Casualty Restoration. During any delay beyond the initial ten (10) business-day delay period. (c) Lessee shall construct all Improvements within setbacks required by Applicable Laws and the Handbook. (d) Prior to in the commencement of Casualty Restoration Construction Work attributable to Landlord’s seeking a Third-Party Damages recovery and the disbursement to it of Governmental Resources or any Improvements costing in excess of Fifty Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index), Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record with Santa delay occasioned by ▇▇▇▇▇ County▇▇’s insurer’s (if any) or Landlord’s insurer’s (if any) adjusting or disbursing the flood and/or casualty insurance proceeds (if any), a Notice any such proceeds of Lessorwhich are potentially available for Tenant’s Nonresponsibility Casualty Restoration or Landlord’s Casualty Restoration, as the case may be, the same shall constitute an event of Force Majeure in the commencement of such Construction Work, provided that, in the case of the Tenant and Tenant’s efforts to adjust any insurance claim under any flood insurance and/or casualty policy, Tenant is diligently and continuously seeking recovery (including litigation or arbitration, as Tenant deems appropriate) of any flood insurance and/or casualty policy proceeds, including in cases where such insurer may have formally denied or rejected coverage. During the period of such Force Majeure, Tenant shall take (or Landlord shall do so pursuant to the California Civil Code. Lessee covenants Maintenance Services Arrangement) all reasonable steps (and agrees the same shall constitute Permitted Costs) to give Lessor at least ten (10) days prior written notice ensure that portions of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor Premises accessible to the public shall have sufficient time be safe and free from conditions hazardous to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (e) The provisions of Section 12.3 shall apply to any change in the design elements of the Improvements that are subject to Lessor’s prior written approval life and that have been approved by Lessor, and to any material deviations in the actual construction of the Improvements from such approved design elements. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee shall prepare and maintain in accordance with normal construction practices (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during constructionproperty, including, without limitationif any Party in its reasonable judgment, field changes and or any Tenant’s flood and/or casualty insurer, if any, determines necessary, the final location erection of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of any Improvements. These as-built drawings and annotated plans and specifications shall be kept at a fence around the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as(“Pre-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor at all reasonable timesRestoration Safety Work”).

General Construction Requirements. (a) 15.3.1. All construction Initial Lessee Improvements, Alterations and other work in connection with any Improvements Preservation Maintenance shall be done at Lessee’s sole cost and expense expense. All construction and work shall be performed in a prudent good and First Class manner and with First Class materialsworkmanlike manner. Lessee shall construct all Improvements Initial Lessee Improvements, Alterations and Preservation Maintenance in accordance with (i) all Applicable Laws, (ii) plans the Hotel Standard and specifications that are all approved Design and Construction Documents and in accordance with the provisions of this Article 12 Section 15 and all other applicable terms, agreements, covenants, conditions and provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall complyconstruct, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expenseinstall, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of maintain equipment and any archeological discovery construction facilities on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if a safe, thorough and to the extent that Lessee obtains actual knowledge thereof (it being agreed that reliable manner and in accordance with all Applicable Laws. 15.3.2. Lessee shall not be required to retain its own archaeologist to observeconstruct any Initial Lessee Improvements, inspect Alterations or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to Preservation Maintenance outside the other a copy boundaries of any written reports prepared by that party’s archeological consultantthe Premises and the Retained Space. 15.3.3. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period. (c) Lessee shall construct all Improvements within setbacks required by Applicable Laws and the Handbook. (d) Prior to the commencement of any Improvements costing in excess of Fifty Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index), Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record with Santa ▇▇▇▇▇ County, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil Code. Lessee covenants and agrees to give Lessor at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (e) The provisions of Section 12.3 shall apply to any material change in the design elements of the Improvements that are subject to Lessor’s prior written approval approved Design and that have been approved by Lessor, and to Construction Documents or any material deviations in the actual construction of the any Initial Lessee Improvements or Alterations (other than Minor Alterations) from such approved design elementselements and all changes that affect Preservation Maintenance shall be subject to Lessor’s prior written approval which approval shall not be unreasonably withheld or delayed and which approval may be delegated in writing by Lessor to the Design and Construction Monitor or to the person or entity acting in that capacity. Lessor acknowledges that reasonable field adjustments will be necessary to the approved plans to accommodate unforeseen circumstances and that such changes may be made without specific approval of the Lessor, and Lessee agrees that such changes will be non-structural in nature, will not affect the Preservation Maintenance of the Premises or the Retained Space and will be reviewed as otherwise may be required by this Lease. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) 15.3.4. Lessee shall prepare and maintain in accordance with normal construction practices (i) on the Premises on a current basis during construction, approved annotated plans Design and specifications Construction Documents showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of any Improvements. These as-built drawings and annotated plans and specifications shall be kept at the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor at all reasonable times.

General Construction Requirements. (a) All construction and other work in connection with any Additional Improvements and Alterations shall be done at Lessee’s sole cost and expense and in a prudent and First Class manner and with First Class materials. Lessee shall construct all Additional Improvements and Alterations in accordance with (i) all Applicable Laws, (ii) plans and specifications that are in accordance with the provisions of this Article 12 and all other applicable provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee shall not be required to retain its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to the other a copy of any written reports prepared by that party’s archeological consultant. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period. (c) Lessee shall construct all Additional Improvements and Alterations within setbacks required by Applicable Laws and the Handbook. (d) Prior to the commencement of any Additional Improvements and Alterations costing in excess of Fifty Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment increased annually as of the first day of each Lease Year after the Rent Commencement Adjustment Date to reflect percentage increases in the Indexby three percent (3%), ) Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record with Santa ▇▇▇▇▇ County, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil Code. Lessee covenants and agrees to give Lessor at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (e) The provisions of Section 12.3 shall apply to any change in the design elements of the Additional Improvements and Alterations that are subject to Lessor’s prior written approval and that have been approved by Lessor, and to any material deviations in the actual construction of the Additional Improvements and Alterations from such approved design elements. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee shall prepare and maintain in accordance with normal construction practices (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of any ImprovementsAdditional Improvements and Alterations. These The as-built drawings and annotated plans and specifications shall be kept at the Premises or other another office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor at all reasonable times. (h) The contracts entered into between Lessee and each architect and contractor shall include language to effectuate a subordination of mechanic’s and materialmen’s liens. Each such contract shall provide that such lien rights shall be subject and subordinate to this Lease and shall not affect Lessor’s Interest (as defined in Section 16.2), regardless of whether such lien rights, if asserted, would otherwise be entitled to priority over this Lease and attach to Lessor’s Interest. Each such contract shall also provide that the contractor, subcontractor, or materialmen executing the same shall not, in any mechanic’s or materialmen’s lien proceeding or otherwise, claim priority with respect to this Lease or claim an interest in Lessor’s Interest. (i) If requested by Lessor, Lessee shall provide to Lessor reasonable evidence that there are funds available (in cash or cash equivalents) sufficient to pay for one hundred fifty percent (150%) of the total costs associated with the construction project, including, without limitation, architectural fees, other professional or consulting fees, finance charges or fees for loan commitments or money borrowed for such construction, costs for obtaining governmental approvals necessary for such construction, and Lessee’s overhead and administrative costs for such construction and development. Notwithstanding the foregoing, Lessor shall only have the right to make such request in the event Lessor cannot reasonably determine from publicly available financial statements of Lessee whether or not Lessee meets the foregoing requirement. (j) For construction projects costing more than $20,000,000, if requested by Lessor, Lessee shall deposit with Lessor certificates or other satisfactory evidence that the general contractor has procured one or more bonds for a total amount not less than one hundred percent (100%) of the total construction cost of any Additional Improvements and Alterations (including the correction of any construction defects), naming Lessor and Lessee as co-obligees, in form and content and with a surety or sureties satisfactory to Lessor, guaranteeing the full and faithful performance of the construction contract for such construction free and clear of all mechanics’ and materialmen’s liens and the full payment of all subcontractors, labor and materialmen, including without restricting the generality of the foregoing, all architects and interior designers, except that with respect to architects and interior designers, no such bond shall be required if Lessee delivers to Lessor a waiver of lien from such architect or interior designer. (k) Notwithstanding the foregoing provisions of subsections (i) and (j), and only so long as VMware, Inc. or its Affiliate remains the Lessee under this Lease, Lessee shall have the right to either (i) cause its general contractor to satisfy the bonding requirements set forth in subsection (j), or (ii) provide reasonable evidence that there are funds available (in cash or cash equivalents) sufficient to pay for one hundred fifty percent (150%) of the total costs associated with the Additional Improvements and Alterations (including all costs noted above). If Lessee chooses alternative (ii), Lessee shall be deemed to have made an affirmative covenant to diligently prosecute and complete the Additional Improvements and Alterations that are to be constructed at least to shell condition, subject to Force Majeure, and to Lessee’s right to make any design changes reasonably approved by Lessor pursuant to Section 12.2(e). In the event Lessee breaches such covenant, after the expiration of applicable notice and cure periods, Lessor shall have the rights and remedies set forth in Article 26.

General Construction Requirements. (a) All Subject to Section 11.13 in the case of the Building Shell, all construction and other work in connection with any Improvements shall be done at Lessee’s Tenant's sole cost and expense and in a prudent and First Class first class manner and with First Class first class materials. Lessee Tenant shall construct the Initial Improvements and all Improvements Alterations in strict accordance with (i) all Applicable Laws, (ii) and substantially in accordance with plans and specifications that are in accordance with the provisions of this Article 12 11 and all other applicable provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee shall not be required to retain its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to the other a copy of any written reports prepared by that party’s archeological consultant. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period. (c) Lessee Tenant shall construct all Improvements improvements within setbacks required by Applicable Laws and the HandbookLaws. (dc) Prior to the commencement of any Improvements costing construction, alteration, addition, improvements, repair or landscaping in excess of Fifty Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index), Lessor Landlord shall have the right to post in a conspicuous location on the Premises, Premises as well as to record with the County of Santa Clar▇▇▇▇, ▇ County, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil CodeLandlord's Nonresponsibility. Lessee Tenant covenants and agrees to give Lessor Landlord at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor Landlord shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (ed) The provisions of Section 12.3 11.4(a) shall apply to any change in the design elements of the Improvements that are subject to Lessor’s prior written Landlord's approval and that have been approved by Lessor, Landlord and to any material deviations in the actual construction of the Initial Improvements or any Alterations from such approved design elementselements (any deviation affecting the exterior appearance of the Premises shall be deemed material); provided that during the course of construction, Landlord's response to any request for approval of any change order requiring Landlord's approval hereunder shall be given within five (5) business days and shall be deemed approved if Landlord does not approve or disapprove the same within five (5) business days after receipt of notice from Tenant that the aforesaid five (5) business day period has expired without response from Landlord. Landlord's review, comments, recommendations or approvals of the plans and specifications of any other design documents or any subsequent alterations or modifications are not, and shall not be deemed to be, a statement of compliance with the terms of this Lease other than the specific terms requiring such approvals. (e) Tenant shall take all necessary safety precautions during any construction by Tenant; provided, however, that Landlord shall bear the cost of any safety precautions that are necessary solely due to the presence of Hazardous Materials other than Tenant's Hazardous Materials and which would not otherwise be necessary. Any disagreement as to Landlord's obligations under this Section 11.8(e) shall be resolved by arbitration pursuant to Article 39. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee Tenant shall prepare and maintain in accordance with normal construction practices (i) on a current regular basis during construction, annotated plans and specifications showing clearly all material changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly in accordance with standard industry practice, all material changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of the Initial Improvements and any Improvementssubsequent Alterations. These as-built drawings and annotated plans and specifications shall be kept at the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee Tenant shall update them as often as necessary to keep them currentcurrent (provided that updates more often than monthly shall not be required hereunder). The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Lessor Landlord at all reasonable timestimes and upon reasonable notice. The cost of any copying for Landlord shall be borne by Landlord.

General Construction Requirements. (a) All construction and other work in connection with any Improvements (other than the Initial Improvements) shall be done at Lessee’s Tenant's sole cost and expense and in a prudent and First Class first class manner and with First Class first class materials. Lessee Tenant shall construct all Improvements Alterations in strict accordance with (i) all Applicable Laws, (ii) and substantially in accordance with plans and specifications that are in accordance with the provisions of this Article 12 11 (if required) and all other applicable provisions of this Lease, and (iii) the requirements of the then-current Stanford Research Park Handbook promulgated from time-to-time by Lessor (the “Handbook”); provided that in the event of a direct conflict between the terms of this Lease and any amendment or modification to the Handbook, the terms of this Lease shall control, unless the applicable amendment or modification reflects any change in Applicable Laws, or does not materially adversely affect the operation or economic performance of the Premises for Lessee’s intended use. (b) Lessee shall give Lessor not less than fifteen (15) days notice of any excavation contemplated on any portion of the Premises. Lessor’s staff archeologist shall determine Lessor’s requirements for archaeological oversight of the excavation, and Lessee shall pay the cost of any on-site archaeological consultant (other than Lessor’s staff archeologist, which shall be paid by Lessor), not to exceed $5,000 per proposed Improvement for which excavation is required. When Lessor or its consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, Lessee shall temporarily halt the excavation work in the area subject to such investigation. Lessee shall comply, at its own expense, with state law regarding the protection, removal or reburial of human remains and archaeological artifacts. In addition, Lessee shall comply with Lessor’s archaeologist’s requests regarding the protection, removal or reburial of human remains and archaeological artifacts, provided that such compliance with respect to any remains or artifacts that are not regulated by Applicable Laws shall be at Lessor’s expense, and if required by Lessee, shall be performed by Lessor. Lessee shall use good faith efforts to notify Lessor of any archeological discovery on the Premises in the event Lessor’s staff archeologist is not present at the time of such discovery but only if and to the extent that Lessee obtains actual knowledge thereof (it being agreed that Lessee shall not be required to retain its own archaeologist to observe, inspect or oversee any such excavation unless otherwise required by Applicable Laws). Each party shall deliver to the other a copy of any written reports prepared by that party’s archeological consultant. Any archaeological artifacts discovered on the Premises shall belong to Lessor. Provided Lessor and its archeological consultant have not been arbitrary in any decision made by Lessor or its archeological consultant to halt Lessee’s excavation, Lessor and its archeological consultant shall not be liable for any damages or other liability that may result from cessation of excavation, or other compliance with the provisions of this Section 12.5(b). Notwithstanding the foregoing, in the event construction of the Replacement Improvements is delayed for more than ten (10) business days due to the cessation of excavation pursuant to this subsection, the Rent Commencement Date shall be delayed by one (1) calendar day for each day of construction delay beyond the initial ten (10) business-day delay period. (c) Lessee Tenant shall construct all Improvements Alterations within setbacks required by Applicable Laws and the HandbookLaws. (dc) Prior to the commencement of any Improvements costing construction, alteration, addition, improvements, repair or landscaping in excess of Fifty Twenty-Five Thousand Dollars ($50,000) (which amount shall be subject to annual adjustment as of the first day of each Lease Year after the Rent Commencement Date to reflect percentage increases in the Index25,000), Lessor Landlord shall have the right to post in a conspicuous location on the Premises, Premises as well as to record with the County of Santa ▇▇▇▇▇ County▇, a Notice of Lessor’s Nonresponsibility pursuant to the California Civil CodeLandlord's Nonresponsibility. Lessee Tenant covenants and agrees to give Lessor Landlord at least ten (10) days prior written notice of the commencement of any such construction, alteration, addition, improvement, repair or landscaping in order that Lessor Landlord shall have sufficient time to post such notice. Notwithstanding the foregoing, in the event that Lessee deems it reasonably necessary to engage on an emergency basis in any work that could result in a Lien against the Premises, Lessee shall give Lessor such advance notice as is feasible under the circumstances of the emergency. (ed) The provisions of Section 12.3 11.4(a) shall apply to any change in the design elements of the Improvements that are subject to Lessor’s prior written Landlord's approval and that have been approved by Lessor, Landlord and to any material deviations in the actual construction of the Improvements any Alterations from such approved design elementselements (any deviation affecting the exterior appearance of the Premises shall be deemed material); provided that during the course of construction, Landlord's response to any request for approval of any change order requiring Landlord's approval hereunder shall be given within five (5) business days and shall be deemed approved if Landlord does not approve or disapprove the same within five (5) business days after receipt of notice from Tenant that the aforesaid five (5) business day period has expired without response from Landlord. Landlord's review, comments, recommendations or approvals of the plans and specifications of any other design documents or any subsequent alterations or modifications are not, and shall not be deemed to be, a statement of compliance with the terms of this Lease other than the specific terms requiring such approvals. (e) Tenant shall take all necessary safety precautions during any construction by Tenant; provided, however, that Landlord shall bear the cost of any safety precautions that are necessary solely due to the presence of Hazardous Materials other than Tenant's Hazardous Materials and which would not otherwise be necessary. Any disagreement as to Landlord's obligations under this Section 11.8(e) shall be resolved by arbitration pursuant to Article 39. (f) Lessee shall take all customary and necessary safety precautions during any construction. (g) Lessee Tenant shall prepare and maintain in accordance with normal construction practices (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features of appropriate engineering documentation relating to any ImprovementsAlterations. These as-built drawings and annotated plans and specifications shall be kept at the Premises or other office of Lessee in the San Francisco Bay Area, and Lessee shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications Such documentation shall be made available for copying and inspection by Lessor Landlord at all reasonable timestimes and upon reasonable notice. The cost of any copying for Landlord shall be borne by Landlord.