Common use of Performance of Tenant Work Clause in Contracts

Performance of Tenant Work. Upon Tenant’s receipt of the Approval Notice, Tenant shall proceed, at its sole risk and cost and with due diligence, to complete all of the Tenant Work. Tenant shall, at its sole expense, obtain all required building permits for the construction of the Tenant Work shown on the Approved Plans and, except where specifically designated in the Approved Plans, shall use only new, first-class materials in the Tenant Work. All Tenant Work shall be performed only by a contractor or contractors approved by Landlord in advance in writing, and shall be completed in a good and workmanlike manner and in accordance with all applicable statutes, laws, codes and regulations. Tenant and Tenant’s contractors shall make all efforts and take all steps reasonably appropriate to assure that all construction activities do not unreasonably interfere with the operation of the buildings in the Park and the ability of other occupants of the Park to conduct business in a routine manner. Tenant shall have no authority to deviate materially from the Approved Plans as approved by Landlord in the performance of the Tenant Work, except as authorized by Landlord in writing, which authorization shall not be unreasonably withheld or delayed. Tenant shall provide notice to Landlord of the date of the occurrence of the substantial completion of the Tenant Work, together with a statement from Tenant’s architect or general contractor (the “Substantial Completion Certificate”) certifying that such substantial completion has occurred and the total cost to Tenant of all labor, materials, and services supplied in the construction or installation of the Tenant Work, together with all design costs and other fees and expenses properly allocable to the performance of the Tenant Work (the “Project Costs”). The Substantial Completion Certificate shall include an itemized listing of the total cost of the Tenant Work shown on such Approved Plans and copies of invoices or such other source documents as Landlord may reasonably request in order to verify its accuracy. Upon Landlord’s receipt of each of the Substantial Completion Certificate, Landlord shall inspect the relevant Tenant Work and note any deficiencies or unfinished items which, if so noted, Tenant shall complete with due diligence. Tenant shall perform all Tenant Work in accordance with all provisions of the Prior Lease, including but not limited to Section 10.1 of the Original Lease, which are not inconsistent with the terms of this Fourth Amendment, provided that Tenant shall not be obligated to post the completion and indemnity bond required by Section 10.1 of the Original Lease, and further provided that Landlord shall not be entitled to a management fee for managing the construction of the Tenant Work under this Fourth Amendment. Notwithstanding that Landlord shall not receive a management fee for managing the performance of the Tenant Work, Tenant shall reimburse Landlord, promptly after demand, as rent under the Lease, for all reasonable charges and fees that Landlord actually pays to unaffiliated third parties in connection with reviewing or inspecting the Tenant Work. If for any reason the Lease is terminated prior to the completion of all Tenant Work, Tenant shall, at its sole cost and risk, return the Premises as soon as is commercially practicable to at least as good a condition for the purposes of leasing to another tenant as it was in on the date Landlord tendered possession of it to Tenant, and shall indemnify Landlord for all lost profits and all cost and expense Landlord incurs as a result of or in connection with the failure of the Premises to be in at least as good a condition as it was in on the date Landlord tendered possession to Tenant. Provided that the Tenant Work is completed in accordance with this Section, Tenant shall have no obligation to remove any portion of the Tenant Work at the end of the Term.

Performance of Tenant Work. Upon Tenant’s receipt (a) Promptly after the issuance of a building permit for the Approval NoticeTenant Work, Tenant shall proceedcommence and perform the Tenant Work, at its sole risk in order to achieve Substantial Completion of the Tenant Work. Except as provided herein, no deviation from the Construction Documents shall be made by Tenant (other than field changes, substitution of material and cost other minor changes) except by written change order approved by Landlord (“Change Order”), which approval shall not be unreasonably withheld, conditioned or delayed subject to the terms of Landlord’s construction and with due diligence, other building rules and regulations. Tenant shall be responsible for the payment of any and all costs to complete the Tenant Work except to the extent Tenant is entitled to receive Landlord’s Contribution and the Space Planning Allowance under this Exhibit D. All Tenant Work shall be performed by Tenant’s Contractor and subcontractors; and those subcontractors whose cost of work exceeds $5,000.00 shall have been approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed. All subcontractors performing the Tenant Work shall be financially sound and able to complete the portion of the Tenant Work for which they are responsible in a prompt and timely fashion. In the performance of the Tenant Work by Tenant or Tenant’s Contractor, Tenant shall comply with, and shall cause Tenant’s Contractor and all subcontractors to comply with, the provisions of this Exhibit D. (b) The performance of the Tenant Work by Tenant or under Tenant’s supervision shall be governed (in addition to the provisions of this Exhibit D) by all covenants, agreements, rules and regulations set forth in the Lease with regard to ACTIVE/91437610.6 Alterations, as if such provisions were fully restated herein and expressly made applicable to the performance of the Tenant Work. Without limitation, Tenant will enter into one or more construction contracts for the performance of the Tenant Work with the Tenant’s Contractor, and will deliver a true, correct and complete copy of such construction contract(s) to Landlord promptly after execution. (c) The Tenant Work under this Exhibit D may not commence nor may Tenant permit Tenant’s Contractor or any other contractors and/or subcontractors to commence any work until all required contractors (including Tenant’s Contractor) and subcontractor insurance has been obtained, and, if Landlord requests, until such contractor and subcontractor certificates of such insurance have been delivered to Landlord. Such insurance policies shall name the Landlord, Landlord’s property manager and Landlord’s mortgagee(s) as additional insureds and such other parties as may be reasonably requested by Landlord as additional insureds. Such certificates of insurance shall provide that no material change or cancellation of such insurance coverage shall be undertaken without thirty (30) days’ prior written notice to Landlord of the insurer will not include such a provision in the certificates, then Tenant shall provide such notice to Landlord. (d) Landlord will, upon reasonable prior notice to Tenant, have the right to inspect the performance of the Tenant Work by Tenant’s Contractor and any subcontractor(s), and Tenant agrees to cooperate with Landlord to facilitate such inspections, including notifying Landlord prior to any and all government inspections of the Tenant Work so that Landlord’s construction manager can be present for such inspections. Landlord shall not unreasonably interfere with the performance of the Tenant Work during the course of any inspections by Landlord pursuant to this subparagraph but Landlord shall have no liability to Tenant in connection with such inspections except to the extent of the negligence or willful misconduct of Landlord or any Landlord Parties and subject to the waiver of claims and subrogation set forth in Section 10.5 of this Lease (e) Tenant and its contractor performing the Tenant Work shall provide copies of warranties for the Tenant Work and the materials and equipment which are incorporated into the Building and Premises in connection therewith, as well as provide to Landlord all operating and maintenance manuals for all equipment and materials incorporated into the Building and/or Premises as part of the Tenant Work. Tenant shallshall enforce all such warranties to the extent repairs and/or maintenance is required to be performed by Landlord under this Lease on warranted items covered by such warranties. Without limitation, at its sole expense, obtain all required building permits for the construction aspects of the Tenant Work shown on the Approved Plans and, except where specifically designated shall be warranted to be free from defects in the Approved Plans, shall use only new, first-class materials in design and workmanship for a period of not less than one (1) year from Substantial Completion of the Tenant Work. All Tenant Work shall be performed only by a contractor or contractors approved by Landlord in advance in writing. (f) Except as expressly permitted under Section 3 of Exhibit C attached hereto, and shall be completed in a good and workmanlike manner and in accordance with all applicable statutes, laws, codes and regulations. Tenant and Tenant’s contractors shall make all efforts and take all steps reasonably appropriate to assure that all construction activities do not unreasonably interfere with the operation of the buildings in the Park and the ability of other occupants of the Park to conduct business in a routine manner. Tenant shall have no authority right to deviate materially from enter the Approved Plans as approved by Landlord Premises prior to the Substantial Completion Date. However, in the performance event Landlord consents in its discretion to any such entry, such entry shall be subject to all of the Tenant Workterms and conditions of the Lease, except as authorized by Landlord in writing, for the obligation to pay Rent (which authorization shall will not be unreasonably withheld or delayedapplicable until the Rent ACTIVE/91437610.6 Commencement Date, as provided in the Lease). Tenant shall provide notice to Landlord bear the full risk of the date of the occurrence of the substantial completion of the Tenant Work, together with a statement from Tenant’s architect or general contractor (the “Substantial Completion Certificate”) certifying that such substantial completion has occurred and the total cost to Tenant of all labor, loss for any materials, and services supplied in equipment or other property which are brought into the construction Building or installation of the Tenant Work, together with all design costs and other fees and expenses properly allocable to the performance Premises as part of the Tenant Work (which shall be stored or installed in the “Project Costs”Premises at Tenant’s sole risk). The Notwithstanding the Substantial Completion Certificate Date, Tenant shall include an itemized listing of not occupy or conduct business in or from the total cost of Premises until the Tenant Work shown on such Approved Plans is Substantially Complete and copies Tenant has obtained a temporary or final certificate of invoices or such other source documents as Landlord may reasonably request in order to verify its accuracy. Upon Landlord’s receipt of each occupancy and similar approvals from applicable governmental authorities for the lawful use and occupancy of the Premises for the Permitted Use. (g) Upon Substantial Completion Certificate, Landlord shall inspect the relevant Tenant Work and note any deficiencies or unfinished items which, if so noted, Tenant shall complete with due diligence. Tenant shall perform all Tenant Work in accordance with all provisions of the Prior Lease, including but not limited to Section 10.1 of the Original Lease, which are not inconsistent with the terms of this Fourth Amendment, provided that Tenant shall not be obligated to post the completion and indemnity bond required by Section 10.1 of the Original Lease, and further provided that Landlord shall not be entitled to a management fee for managing the construction of the Tenant Work under this Fourth Amendment. Notwithstanding that Landlord shall not receive a management fee for managing the performance of the Tenant Work, Tenant shall reimburse Landlord, promptly after demand, as rent under deliver to Landlord a written notice (the Lease, for all reasonable charges and fees that Landlord actually pays to unaffiliated third parties in connection with reviewing or inspecting the Tenant Work. If for any reason the Lease is terminated prior to the completion of all Tenant Work, Tenant shall, at its sole cost and risk, return the Premises as soon as is commercially practicable to at least as good a condition for the purposes of leasing to another tenant as it was in on the date Landlord tendered possession of it to Tenant, and shall indemnify Landlord for all lost profits and all cost and expense Landlord incurs as a result of or in connection with the failure of the Premises to be in at least as good a condition as it was in on the date Landlord tendered possession to Tenant. Provided “Completion Notice”) certifying that the Tenant Work is completed Substantially Complete. Within five (5) days after Tenant delivers the Completion Notice, Tenant and a representative of Landlord shall jointly inspect the Premises with Tenant’s architect and Tenant’s Contractor. If, as a result of the aforementioned joint inspection, either Landlord or Tenant discovers minor deviations or variations from the Construction Documents of a nature commonly found on a “punch list” (as that term is used in accordance with this Sectionthe construction industry), Tenant shall have no promptly notify Tenant’s Contractor of such deviations; provided, however, that in the event of a dispute, Landlord (or Landlord’s Representative) and Tenant (or Tenant’s Contractor) shall negotiate in good faith, using their reasonable discretion, to determine which items constitute punch list items. The existence of such punch list items shall not affect the obligation of Tenant to remove pay Rent, additional rent or any portion of other charges due under this Lease. Tenant’s construction contract for the Tenant Work will require that Tenant’s Contractor cause all such punch list items to be remedied as soon as is practicable after the date of such joint inspection, and Tenant will use all reasonable and diligent efforts to enforce such obligation. (h) All Tenant Work shall be performed using contractors and subcontractors which will not create or increase the likelihood of any labor disputes, disharmony, strikes or any other forms of protest at the end of the TermProperty.

Performance of Tenant Work. Upon With respect to each of the two portions of the Expansion Space, upon Tenant’s 's receipt of the Approval NoticeNotice for such portion of the Expansion Space and the Commencement Date of such portion of the Expansion Space, Tenant shall proceed, at its sole risk and cost and with due diligence, to complete all of the Tenant WorkWork for such portion of the Expansion Space. Tenant shall, at its sole expense, obtain all required building permits for the construction of the Tenant Work shown on the Approved Plans and, except where specifically designated in the Approved Plans, ; shall use only new, first-class materials in the Tenant Work. All Tenant Work shall be performed only by a contractor or contractors approved by Landlord in advance in writing, and shall be completed in a good and workmanlike manner and in accordance with all applicable statutes, laws, codes and regulations. Tenant and Tenant’s 's contractors shall make all efforts and take all steps reasonably appropriate to assure that all construction activities do not unreasonably interfere with the operation of the buildings in the Park and the ability of other occupants of the Park to conduct business in a routine manner. Tenant shall have no authority to deviate materially from the Approved Plans as approved by Landlord in the performance of the Tenant Work, except as authorized by Landlord in writing, which authorization shall not be unreasonably withheld or delayed. Tenant shall provide notice to Landlord of the date of the occurrence of the substantial completion of the Tenant WorkWork with respect to each of the two portions of the Expansion Space, together with a statement from Tenant’s 's architect or general contractor (the “Substantial Completion Certificate”"SUBSTANTIAL COMPLETION CERTIFICATE") certifying that such substantial completion has occurred and the total cost to Tenant of all labor, materials, and services supplied in the construction or installation of the Tenant WorkWork for such portion of the Expansion Space, together with all design costs and other fees and expenses properly allocable to the performance of the Tenant Work in such portion of the Expansion Space (the “Project Costs”"PROJECT COSTS"). The Substantial Completion Certificate shall include an itemized listing of the total cost of the Tenant Work shown on such Approved Plans and copies of invoices or such other source documents as Landlord may reasonably request in order to verify its accuracy. Upon Landlord’s 's receipt of each of the two Substantial Completion CertificateCertificates, Landlord shall inspect the relevant Tenant Work and note any deficiencies or unfinished items which, if so noted, Tenant shall complete with due diligence. Tenant shall perform all Tenant Work in accordance with all provisions of the Prior Lease, including but not limited to Section 10.1 of the Original Lease, which are not inconsistent with the terms of this Fourth Second Amendment, provided that Tenant shall not be obligated to post the completion and indemnity bond required by Section 10.1 of the Original Lease, and further provided that Landlord shall not be entitled to a management fee for managing the construction of the Tenant Work under this Fourth Second Amendment. Notwithstanding that Landlord shall not receive a management fee for managing the performance of the Tenant Work, Tenant shall reimburse Landlord, promptly after demand, as rent under the Lease, for all reasonable charges and fees that which Landlord actually pays to unaffiliated third parties in connection with reviewing or inspecting the Tenant Work. If for any reason the Lease is terminated (either entirely or only with respect to all or a part of the Expansion Space) prior to the completion of all Tenant Work, Tenant shall, at its sole cost and risk, return the Premises Expansion Space as soon as is commercially practicable to at least as good a condition for the purposes of leasing to another tenant as it was in on the date Landlord tendered possession of it to Tenant, and shall indemnify Landlord for all lost profits and all cost and expense Landlord incurs as a result of or in connection with the failure of the Premises Expansion Space to be in at least as good a condition as it was in on the date Landlord tendered possession to Tenant. Provided that the Tenant Work is completed in accordance with this Section, Tenant shall have no obligation to remove any portion of the Tenant Work at the end of the Term.

Performance of Tenant Work. Upon a) Tenant’s receipt of the Approval Notice, Tenant shall proceed, at its sole risk and cost and with due diligenceexpense, subject to complete all of Landlord's obligation to pay the Tenant Work. Tenant Improvement Allowances provided for herein, shall, at its sole expenseexcept as provided below, obtain all required building permits for the construction of perform the Tenant Work shown on the Approved Plans andwith architects, except where specifically designated in the Approved Plansconstruction managers, general contractors, subcontractors and trade contractors of Tenant's own choosing, subject to Landlord's prior approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. Tenant shall use only new, first-class materials in perform the Tenant Work. All Tenant Work shall be performed only by a contractor or contractors approved by Landlord in advance in writing, and shall be completed in a good and workmanlike manner and in accordance with (i) the Tenant's Final Construction Documents, (ii) good construction practices, (iii) all applicable statutes, laws, codes Laws and regulations. Requirements and (iv) all other requirements of this Work Letter. b) Tenant and Tenant’s its contractors and subcontractors shall make all efforts be solely responsible for the transportation, storage and take all steps reasonably appropriate to assure that all construction activities do not unreasonably interfere with the operation safekeeping of the buildings in the Park materials and the ability of other occupants of the Park to conduct business in a routine manner. Tenant shall have no authority to deviate materially from the Approved Plans as approved by Landlord equipment used in the performance of the Tenant Work, except as authorized for the removal of waste and debris resulting therefrom on a daily basis, and for any damage caused by Landlord in writing, which authorization shall not be unreasonably withheld or delayed. Tenant shall provide notice them to Landlord any portion of the date of the occurrence of the substantial completion of the Tenant WorkBuilding, together with a statement from Tenant’s architect or general contractor (the “Substantial Completion Certificate”) certifying that such substantial completion has occurred and the total cost to Tenant of all labor, materials, and services supplied in the construction or installation of the Tenant Work, together with all design costs and other fees and expenses properly allocable subject to the performance insurance and waiver of the Tenant Work (the “Project Costs”). The Substantial Completion Certificate shall include an itemized listing of the total cost of the Tenant Work shown on such Approved Plans and copies of invoices or such other source documents as Landlord may reasonably request in order to verify its accuracy. Upon Landlord’s receipt of each of the Substantial Completion Certificate, Landlord shall inspect the relevant Tenant Work and note any deficiencies or unfinished items which, if so noted, Tenant shall complete with due diligence. Tenant shall perform all Tenant Work in accordance with all subrogation provisions of this Lease. c) In addition to any insurance which may be required under the Prior Lease, including but not limited to Section 10.1 of throughout the Original Lease, which are not inconsistent with the terms of this Fourth Amendment, provided that Tenant shall not be obligated to post the completion and indemnity bond required by Section 10.1 of the Original Lease, and further provided that Landlord shall not be entitled to a management fee for managing the construction of the Tenant Work under this Fourth Amendment. Notwithstanding that Landlord shall not receive a management fee for managing the performance prosecution of the Tenant Work, Tenant shall reimburse Landlordsecure, promptly pay for and maintain or cause Tenant's contractors to secure, pay for and maintain insurance in the following minimum coverages and limits of liability: 1. Worker's compensation in statutory limit for the Commonwealth of Pennsylvania, and Employer's Liability Insurance with statutory limits. 2. Comprehensive General Liability Insurance including Broad Form Contractual, Broad Form Property Damage and Personal Injury, coverages. d) At any time after demand, as rent under the Lease, for all reasonable charges Tenant's Final Construction Documents are approved by Landlord and fees that Landlord actually pays to unaffiliated third parties in connection with reviewing or inspecting thereafter throughout Tenant's prosecution of the Tenant Work. If for any reason the Lease is terminated prior to the completion of all Tenant Work, Tenant shall, at its sole cost and risk, return the Premises as soon as is commercially practicable shall be permitted to at least as good a condition for the purposes of leasing to another tenant as it was direct changes in on the date Landlord tendered possession of it to Tenant, and shall indemnify Landlord for all lost profits and all cost and expense Landlord incurs as a result of or in connection with the failure of the Premises to be in at least as good a condition as it was in on the date Landlord tendered possession to Tenant. Provided that the Tenant Work is completed in accordance with this Section(each a "Tenant Change Order") it being agreed, however, that Tenant must obtain Landlord's approval before prosecuting any Tenant Change Order it being agreed that Landlord shall have no obligation to remove any portion of either approve or reject the Tenant Work at the end of the Term.Change Order within three (3) working days (i.