Common use of LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES Clause in Contracts

LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES. Landlord has constructed, at its sole cost and expense, the base, shell and core (i) of the Premises, and (ii) of the floors of the Project on which the Premises is located (collectively, the “Base, Shell and Core”). Subject to Article 8 of the Lease and this Section 1 below, Tenant has inspected and hereby approves the condition of the Premises and Base, Shell and Core, and agrees that, subject to construction of the Improvements, the Premises and the Base, Shell and Core shall be delivered to Tenant in its current “as-is” condition. The improvements to be initially installed in the Premises shall be designed and constructed pursuant to this Tenant Work Letter. Any costs of initial design and construction of any improvements to the Premises shall be an “Improvement Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, using Project-standard materials and finishes, separately demise Suite 100 and Suite 150 of the 26672 Building from the remainder of the ground floor (the “Demising Work”), and [***] percent ([***]%) of the cost of Demising Work shall be borne by Landlord and [***] percent ([***]%) of the cost of Demising Work shall be an Improvement Allowance Item chargeable to the Improvement Allowance pursuant to Section 2.2 below. In addition, Landlord shall, at Landlord’s sole cost and expense, (a) repaint the facia of the 26642 Building using Project-standard materials in order to provide a uniform color prior to installation of Tenant’s Signage, (b) prepare those areas of the ground floors of the Premises on which Tenant will be installing vinyl composition tile or Project-standard carpet tile as necessary to receive such tile, including moisture testing and installation of any necessary moisture or vapor barrier (collectively, the “Ground Floor Prep Work”). With respect to the Ground Floor Prep Work, Landlord shall cause the ground floors to be scraped and prepped on or before April 8, 2011 and shall cause the installation of any necessary moisture or vapor barrier to be installed prior to the time that Tenant lays such vinyl composition tile or Project-standard carpet tile. Finally, concurrently with construction of the Improvements, Landlord shall, at Landlord’s option, either permit Tenant to cause its Contractor to modify the existing insulation located in the third (3rd) floor of each building to the extent such modification is required in order to comply with current Code requirements (the “Insulation Modification Work”) or shall retain its own qualified contractor to perform the Insulation Modification Work. Tenant shall cause its Contractor to provide Landlord with a bid for the Insulation Modification Work and, based upon such bid, Landlord shall notify Tenant that Landlord either authorizes Tenant’s Contractor to perform the Insulation Modification Work or that Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work. The cost of the Insulation Modification Work shall be borne solely by Landlord and, if Landlord elects to authorize Tenant’s Contractor to perform such work, shall be in addition to the Improvement Allowance and shall be disbursed in accordance with the procedures specified in Section 2.2 below. If Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work, Landlord shall use reasonable efforts to cause such work to not interfere with Tenant’s construction of the Improvements.

LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES. 1.1 BASE, SHELL AND CORE OF THE PREMISES AS CONSTRUCTED BY LANDLORD. Landlord has constructedor will construct, at its sole cost and expense, the following work ("Landlord's Work") consisting of the base, shell shell, and core (i) of the Premises, Premises and (ii) of the floors of the Project Building on which the Premises is located inclusive of the Building Structure, Building Systems and Equipment and building standard elevator lobbies and corridors (collectively, the “"Base, Shell Shell, and Core”"). Subject to Article 8 of the Lease and this Section 1 below, Tenant has inspected and hereby approves the condition of the Premises and Base, Shell and Core, and agrees that, subject to construction of the Improvements, the Premises and the The Base, Shell and Core shall also consist of those portions of the Premises which were in existence prior to the construction of the tenant improvements in the Premises for the prior tenant of the Premises. The Base, Shell, and Core shall be completed and shall be delivered to Tenant on or before October 1, 1998 in its current “as-is” condition. The improvements good condition and operating order, with all ACM removed, or if not removed, encapsulated, and in compliance with all laws applicable to be initially installed in new construction, disregarding variances and grandfathered rights (the "Required Condition"); provided, that Landlord and Tenant agree that the Landlord may encapsulate portions of the Premises shall be designed and constructed pursuant to this Tenant Work Letter. Any costs of initial design and construction of any improvements to the Premises shall be an “Improvement Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, using Project-standard materials and finishes, separately demise Suite 100 and Suite 150 which consist of the 26672 Building core and perimeter walls with Landlord removing ACM from the remainder of the ground floor (the “Demising Work”)Premises, and [***] percent ([***]%) of the cost of Demising Work shall be borne by Landlord and [***] percent ([***]%) of the cost of Demising Work shall be an Improvement Allowance Item chargeable to the Improvement Allowance pursuant to Section 2.2 belowwhere same was not encapsulated. In additionthis connection, Landlord shall, at Landlord’s sole cost specifically agrees that its obligation regarding the Required Condition applies to restrooms and expense, elevator lobbies (ainclusive of fire doors). The spot abatement for the areas between the first (1st) repaint the facia of the 26642 Building using Project-standard materials in order to provide a uniform color prior to installation of Tenant’s Signage, and second (b2nd) prepare those areas of the ground floors of the Premises on which Tenant will be installing vinyl composition tile or Project-standard carpet tile as necessary to receive such tile, including moisture testing and installation of any necessary moisture or vapor barrier (collectively, the “Ground Floor Prep Work”). With respect to the Ground Floor Prep Work, Landlord shall cause the ground floors to be scraped and prepped on or before April 8, 2011 and shall cause the installation of any necessary moisture or vapor barrier to be installed done prior to the time that Lease Commencement Date and in accordance with a schedule reasonably established by Tenant lays such vinyl composition tile or Project-standard carpet tile. Finally, concurrently with to facilitate Tenant's construction of the its Tenant Improvements, Landlord shall, at Landlord’s option, either permit Tenant to cause its Contractor to modify taking into account the existing insulation located in the third (3rd) floor of each building to the extent such modification is normal time required in order to comply with current Code requirements (the “Insulation Modification Work”) or shall retain its own qualified by a contractor to perform the Insulation Modification Work. Tenant shall cause its Contractor to provide Landlord with a bid for the Insulation Modification Work and, based upon such bid, Landlord shall notify Tenant that Landlord either authorizes Tenant’s Contractor to perform the Insulation Modification Work or that Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work. The cost of the Insulation Modification Work shall be borne solely by Landlord and, if Landlord elects to authorize Tenant’s Contractor to perform such work, shall be in addition to the Improvement Allowance and shall be disbursed in accordance with the procedures specified in Section 2.2 below. If Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work, Landlord shall use reasonable efforts to cause such work to not interfere with Tenant’s construction Such delivery of the ImprovementsPremises is anticipated to occur on October 1, 1998; provided, however, that if Landlord fails to deliver the Premises to Tenant in the Required Condition by January 1, 1999 (as such date may be extended for Force Majeure Delays and Tenant-caused delays), Tenant may, on written notice to Landlord, terminate the Lease.

LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES. Landlord has constructed, at its sole cost and expense, the base, shell shell, and core (i) of the Premises, Premises and (ii) of the floors floor of the Project Building on which the Premises is located (collectively, the “"Base, Shell, and Core"). The Base, Shell and Core”). Subject to Article 8 Core shall consist of the Lease and this Section 1 below, Tenant has inspected and hereby approves the condition those portions of the Premises and Base, Shell and Core, and agrees that, subject which were in existence prior to the construction of the Improvementstenant improvements in the Premises. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, the Premises and Tenant shall accept the Base, Shell and Core shall be delivered to Tenant from Landlord in its current “their presently existing, "as-is” " condition. The improvements to be initially installed in the Premises shall be designed and constructed pursuant to this Tenant Work Letter. Any costs of initial design and construction of any improvements to the Premises shall be an “Improvement Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, using Project-standard materials and finishes, separately demise Suite 100 and Suite 150 of the 26672 Building from the remainder of the ground floor (the “Demising Work”), and [***] percent ([***]%) of the cost of Demising Work shall be borne by Landlord and [***] percent ([***]%) of the cost of Demising Work shall be an Improvement Allowance Item chargeable to the Improvement Allowance pursuant to Section 2.2 below. In addition, Landlord shallwill be responsible to upgrade the restroom finishes on the 1st, at Landlord’s sole cost 2nd and expense, (a) repaint the facia of the 26642 Building using Project-standard materials in order to provide a uniform color prior to installation of Tenant’s Signage, (b) prepare those areas of the ground 3rd floors of the Premises on which Tenant will Building, to generally be installing vinyl composition comparable to the new finishes in the 4th floor restrooms, and including replacing sinks, toilets, faucets, partitions, entryway tile or Project-standard and carpet tile as necessary to receive such tile, including moisture testing and installation of any necessary moisture or vapor barrier (collectively, the “Ground Floor Prep Work”"Restroom Upgrade"). With respect to the Ground Floor Prep Work, Landlord shall cause the ground floors Restroom Upgrade to be scraped and prepped completed on or before April 8, 2011 and shall cause the installation of any necessary moisture or vapor barrier to be installed prior to the time that Tenant lays such vinyl composition tile or Project-standard carpet tileLease Commencement Date. Finally, concurrently with construction of the Improvements, Landlord shall, at Landlord’s At Tenant's option, either permit Tenant to cause its Contractor to may request that Landlord modify the existing insulation located finishes used by Landlord in connection with the third Restroom Upgrade, provided (3rdi) floor of each building to the extent such modification is required in order to comply with current Code requirements (the “Insulation Modification Work”) or shall retain its own qualified contractor to perform the Insulation Modification Work. Tenant shall cause its Contractor to provide Landlord with a bid for the Insulation Modification Work and, based upon such bid, Landlord shall notify Tenant that Landlord either authorizes Tenant’s Contractor to perform the Insulation Modification Work or that Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work. The reasonably approve such requested modifications, (ii) any increase in cost of the Insulation Modification Work Restroom Upgrade based on such modified finishes shall be borne solely by Landlord andTenant's sole responsibility, if Landlord elects to authorize Tenant’s Contractor to perform such work, shall be in addition to the Improvement Allowance and shall be disbursed reimbursed by Tenant to Landlord as Additional Rent within thirty (30) days after invoice, and (iii) any delay in accordance with completing the procedures specified in Section 2.2 below. If Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work, Landlord Restroom Upgrade resulting from such modifications shall use reasonable efforts to cause such work to not interfere with Tenant’s construction of the Improvementsbe a Tenant Delay.

LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES. Landlord has constructedTo the extent that the applicable governmental authorities require modifications ("Code Work") to be made to the Premises or any other portion of the Building or any common areas either as a result of Tenant merely obtaining a building permit for the construction of the Improvements (provided such Improvements are customary with the type of office tenant improvements generally utilized by tenants for general office and call center purposes) or in order for Tenant to receive building permits for the construction of the Improvements (as defined below) to the Premises (but not any such modifications which may be required due to any specific and unique Improvements desired by Tenant, as opposed to normal, customary and typical office tenant improvements generally), such Code Work shall be at its Landlord's sole cost and expense. At Tenant's election, the base, shell and core any such Code Work shall be performed (i) by Landlord utilizing a contractor of the PremisesLandlord's selection, and (ii) by Landlord utilizing the Contractor (as that term defined in Section 4.1.1 below) or (iii) by Tenant utilizing the Contractor. If Tenant elects to perform the Code Work utilizing the Contractor pursuant to subsection (iii) of this Section 1, (a) the costs of such Code Work (which cost shall be reasonably competitive with the costs charged by comparable contractors performing similar scope of services in Comparable Buildings) shall be paid by Landlord pursuant to the same disbursement provisions for the Tenant Improvement Allowance specified in Section 2.2 below and all terms and conditions of Section 2.2 below with respect to payment of the floors Tenant Improvement Allowance shall also apply with respect to Landlord's obligation to pay for the such cost of the Project on which the Premises is located Code Work; (collectively, the “Base, Shell b) Tenant shall submit to Landlord for its written approval and Core”). Subject to Article 8 a cost estimate of the Lease and this Section 1 below, Tenant has inspected and hereby approves the condition Code Work containing by line item a reasonably detailed list of the Premises Code Work to be performed and Base, Shell and Corethe cost thereof as reasonably estimated by the Contractor, and agrees thatthe Contractor shall not commence the construction of the Code Work until Landlord has delivered to Tenant Landlord’s written approval of the cost budget which- approval will be given or reasonably denied (in which event Landlord shall detail its reasons for such reasonable disapproval and specify what changes must be made to such estimate in order to obtain Landlord's approval) within five (5) business days of request and if Landlord fails to approve or reasonably disapprove such cost estimate within such five (5) business day period, subject then such cost estimate will be deemed to be approved; and (c) any delay in construction of the Improvements, installation of Tenant’s furniture, fixtures and equipment and/or moving into the Premises due solely to Contractor’s performance of the Code Work shall not constitute or be deemed or construed to be a Landlord Delay (as defined below). Tenant shall deliver written notice of Tenant's election under this Section 1 within five (5) business days after making such election. If Tenant elects to require Landlord to perform the Code Work pursuant to subsections (i) or (ii) above, then Landlord and Tenant agree to work together, in good faith, so that Landlord's performance of the BaseCode Work does not interfere with Tenant's construction of the Improvements and Tenant's construction of the Improvements does not interfere with Landlord's performance of the Code Work. However, Shell any delay in construction of the Improvements, installation of Tenant's furniture, fixtures and Core shall be delivered equipment and/or moving into the Premises due to Landlord's performance of the Code Work pursuant to subsections (i) or (ii) (but not due to Contractor’s performance of the Code Work if Tenant elects to perform the Code Work utilizing the Contractor pursuant to subsection (iii) above) shall, subject to Section 3.5 below, constitute a Landlord Delay and any reasonable additional out-of-pocket costs incurred by Tenant in its current “as-is” condition. The improvements to be initially installed in the Premises shall be designed and constructed pursuant to this Tenant Work Letter. Any costs of initial design and construction of any improvements the Improvements due to the Premises shall be an “Improvement Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, using Project-standard materials and finishes, separately demise Suite 100 and Suite 150 Landlord's performance of the 26672 Building from the remainder of the ground floor (the “Demising Work”), and [***] percent ([***]%) of the cost of Demising Code Work shall be borne by Landlord and [***] percent ([***]%) of the cost of Demising Work shall be an Improvement Allowance Item chargeable to the Improvement Allowance pursuant to Section 2.2 below. In addition, Landlord shall, at Landlord’s sole cost and expense, (a) repaint the facia of the 26642 Building using Project-standard materials in order to provide a uniform color prior to installation of Tenant’s Signage, (b) prepare those areas of the ground floors of the Premises on which Tenant will be installing vinyl composition tile or Project-standard carpet tile as necessary to receive such tile, including moisture testing and installation of any necessary moisture or vapor barrier (collectively, the “Ground Floor Prep Work”). With respect to the Ground Floor Prep Work, Landlord shall cause the ground floors to be scraped and prepped on or before April 8, 2011 and shall cause the installation of any necessary moisture or vapor barrier to be installed prior to the time that Tenant lays such vinyl composition tile or Project-standard carpet tile. Finally, concurrently with construction of the Improvements, Landlord shall, at Landlord’s option, either permit Tenant to cause its Contractor to modify the existing insulation located in the third (3rd) floor of each building to the extent such modification is required in order to comply with current Code requirements (the “Insulation Modification Work”) or shall retain its own qualified contractor to perform the Insulation Modification Work. Tenant shall cause its Contractor to provide Landlord with a bid for the Insulation Modification Work and, based upon such bid, Landlord shall notify Tenant that Landlord either authorizes Tenant’s Contractor to perform the Insulation Modification Work or that Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work. The cost of the Insulation Modification Work shall be borne solely by Landlord and, if Landlord elects to authorize Tenant’s Contractor to perform such work, shall be in addition to the Tenant Improvement Allowance and Allowance, provided that Tenant shall be disbursed in accordance with the procedures specified in Section 2.2 below. If notify Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work, Landlord shall use reasonable efforts to cause of any such work to not interfere with Tenant’s construction additional costs promptly after Tenant learns of the Improvementssuch necessity therefor.

LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES. Immediately following the signing of the Lease by both Tenant and Landlord, Landlord has constructedshall deliver the Premises to Tenant for Tenant’s construction of the Tenant Improvements (as defined below) therein (the “Delivery Date”). Landlord, at its Landlord’s sole cost and outside of the Tenant Improvements, agrees to install a double-dour main entry to the Premises in a location reasonably approved by Landlord and Tenant (the “Additional Landlord Work”); provided, however, the parties agree and acknowledge that such double-door main entry (i) shall be between grid lines four and five on those certain documents prepared in connection with Landlord obtaining the shell renovation permits, (ii) shall not be located in a window bay with an existing structural grade beam, and (iii) shall include, at Tenant’s sole cost and expense, electrified hardware with integrated request-to-exit so that a card reader system can be installed. The Additional Landlord Work shall include, at Landlord’s cost and expense, the baseinstallation of (a) a concrete pedestrian walkway from the Project parking areas to the new, shell and core (i) main entry of the Premises, which such walkway shall reasonably match the Project’s existing concrete, (b) a four-foot (4’) entry canopy feature selected by Landlord, and (iic) a single pair of the floors of the Project on which the Premises is located (collectivelyherculite entry doors with such doors having, the “Baseat Tenant’s sole cost and expense, Shell and Core”)electrified hardware with integrated request-to-exit so that a card reader system can be installed. Subject to Article 8 of the Lease and this Section 1 below, Tenant has inspected and hereby approves the condition of the Premises and Base, Shell and Core, and agrees that, subject to construction of the Improvements, the Premises and the Base, Shell and Core The Additional Landlord Work shall be delivered to Tenant in its current “as-is” condition. The improvements to be initially installed in the Premises Project using Building-standard specifications, and the exact scope of the Additional Landlord Work shall be designed determined by Landlord in its reasonable discretion. Tenant agrees and constructed pursuant to this Tenant acknowledges that Landlord shall perform the Additional Landlord Work Letter. Any costs after the delivery of initial design and construction of any improvements possession to the Premises to Tenant reasonably coordinated with Tenant’s construction schedule, and in no event shall be an “Improvement Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, using Project-standard materials and finishes, separately demise Suite 100 and Suite 150 completion of the 26672 Building from Additional Landlord Work be deemed (1) a constructive eviction or (2) in any way delay the remainder of the ground floor (the “Demising Work”), and [***] percent ([***]%) of the cost of Demising Work shall be borne by Landlord and [***] percent ([***]%) of the cost of Demising Work shall be an Improvement Allowance Item chargeable to the Improvement Allowance pursuant to Section 2.2 belowLease Commencement Date. In addition, Landlord shall, at Landlord’s sole cost and expensecost, (ai) repaint have constructed the facia shell of the 26642 Building using Project-standard materials in order to provide a uniform color prior to installation of Tenant’s SignageBuilding, (bii) prepare those areas deliver the Premises in broom-clean condition, free of the ground floors debris and equipment and with all Building Systems, structural elements of the Premises on which Tenant will be installing vinyl composition tile or Project-standard carpet tile as necessary roof and the Building slab in good working condition and repair, and (iii) cause the Project and the Premises to receive such tilecomply with applicable building codes including, including moisture testing and installation without limitation, applicable requirements of any necessary moisture or vapor barrier the Americans with Disabilities Act (collectively, the “Ground Floor Prep WorkCode”) on an unoccupied basis as of the Effective Date (provided that compliance with Code requirements within the Premises applicable on an occupied basis including, without limitation, Title 24 requirements shall be performed by Tenant as a component of the Tenant Improvements and chargeable to the Tenant Improvement Allowance). With respect to Except as otherwise provided in the Ground Floor Prep WorkLease, Landlord shall cause be responsible for any Code, Title 24 or other related work in the ground floors Common Areas, which amounts shall not be charged against the Tenant Improvement Allowance. The work to be scraped and prepped on or before April 8, 2011 and shall cause performed by Landlord under this Section 1 is collectively referred to as the installation of any necessary moisture or vapor barrier to be installed prior to the time that Tenant lays such vinyl composition tile or Project-standard carpet tile. Finally, concurrently with construction of the Improvements, Landlord shall, at “Landlord’s option, either permit Tenant to cause its Contractor to modify the existing insulation located in the third (3rd) floor of each building to the extent such modification is required in order to comply with current Code requirements (the “Insulation Modification Work”) or shall retain its own qualified contractor to perform the Insulation Modification Work. Tenant shall cause its Contractor to provide Landlord with a bid for the Insulation Modification Work and, based upon such bid, Landlord shall notify Tenant that Landlord either authorizes Tenant’s Contractor to perform the Insulation Modification Work or that Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work. The cost of the Insulation Modification Work shall be borne solely by Landlord and, if Landlord elects to authorize Tenant’s Contractor to perform such work, shall be in addition to the Improvement Allowance and shall be disbursed in accordance with the procedures specified in Section 2.2 below. If Landlord elects to retain its own qualified contractor to perform the Insulation Modification Work, Landlord shall use reasonable efforts to cause such work to not interfere with Tenant’s construction of the Improvements.