Common use of Project Requirements Clause in Contracts

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the tine design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (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 of the Alterationsconstruction, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (gi) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (and within twenty (20) business days following receipt of Tenant’s plans and specifications for the performance of any Alteration that is a Material Alteration) advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof and, as described if approved, shall advise Tenant, contemporaneously with such approval, whether, upon completion of any Material Alteration, such Material Alteration shall be deemed a Non-Severable Material Alteration. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period (or such twenty (20) business day period in Exhibit H attached heretothe case of Material Alterations), including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice (as described further below) to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days (or ten (10) business days in the case of Material Alterations) following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period (or such ten (10) business day period in the case of Material Alterations), Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord shall not unreasonably withhold its approval of plans and specifications for any Material Alteration. As used herein, a “reminder notice” shall include a conspicuous statement that Landlord’s failure to respond within the specified time shall result in Landlord being deemed to have approved the Alteration in question. (b) Upon the completion of the Alteration in accordance with the terms of this Article 10 Tenant shall submit to Landlord (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all contractors performing said Alteration and (z) all other submissions as may be, from time to time reasonably required by Landlord. (c) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Landlord or Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and floodArticle 14, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit compensation laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (cd) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense (except as provided in Section 10.3) and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable LawsLegal Requirements, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (de) Prior to the commencement of any Alteration construction, alteration, addition, improvements, repair or landscaping in excess of Ten Fifty Thousand Dollars ($10,00050,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice (or concurrent notice in the event of an emergency repair required to protect human health or safety) of the commencement of any such Alteration construction, alteration, addition, improvement, repair or landscaping in order that Landlord shall have sufficient time to post such notice. (ef) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (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 of the Alterationsconstruction, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times times, and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same are subject to Landlord. This Section 9.3(f’s approval as provided in subsection (a) shall not apply to the cosmetic alterations described in Section 9.2(a)above. (gh) Upon completion of the construction of any Alterations in excess of Ten Fifty Thousand Dollars ($10,00050,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens Liens arising out of or in any way connected with such construction (except for liens Liens that are contested in the manner provided herein). (i) Tenant shall reimburse Landlord within five (5) days following demand for any out-of-pocket expenses incurred by Landlord in the review of any Alterations proposed to be made by Tenant, including fees charged by Landlord’s contractors or consultants to review plans and specifications, and such reimbursement obligation shall constitute Additional Rent hereunder. (j) Should any Liens be filed against any portion of the Property by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) business days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said twenty (20) business day period, Landlord may cancel or discharge the same and, upon Landlord=s demand, Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within twenty (20) days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all costs (including, without limitation, attorneys= fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics= or other liens asserted in connection with such Alteration. (k) Tenant shall deliver to Landlord, within sixty (60) days after the completion of an Alteration costing in excess of $50,000, “as-built” drawings thereof. During the Term, Tenant shall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records. (l) All Alterations to and fixtures installed by Tenant in the Premises (other than Tenant’s Property) shall be fully paid for by Tenant in cash and not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (other than Permitted Alterations), advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord’s approval of plans and specifications for any Material Alteration may be given or withheld in its sole discretion. (b) Before commencing the construction of With respect to any AlterationsAlterations expected to cost more than $100,000, Tenant shall procure or cause furnish to be procured Landlord one of the insurance coverage described below following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and provide Landlord with certificates of such insurance a labor and materials payment bond (issued by a corporate surety licensed to do business in form California reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 125% of the cost of the Alteration, estimated as set forth above. All Any such insurance letter of credit shall comply with the following requirements of this Section be for one year and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained shall be renewed by Tenant pursuant each and every year until the Alteration in question is completed and shall be delivered to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount Landlord not less than 30 days prior to the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance expiration of the work by Tenantthen current letter of credit, broad form blanket contractual liability, broad form property damage and full form personal injury failing which Landlord may present the then current letter of credit for payment. Upon (including but not limited to bodily injury), covering A) the performance completion of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are Alteration in accordance with the provisions terms of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, 10 and (iiB) upon completion of construction of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all costscontractors performing said Alteration and (z) all other submissions as may be, expensesfrom time to time reasonably required by Landlord, liabilities the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and liens arising out of or in fully pay for any way connected with such construction (except for liens that are contested in Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on the manner provided herein).security deposited under this

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (other than Permitted Alterations), advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord’s approval of plans and specifications for any Material Alteration may be given or withheld in its sole discretion. (b) With respect to any Alterations expected to cost more than $100,000, Tenant shall furnish to Landlord one of the following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in California reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 125% of the cost of the Alteration, estimated as set forth above. Any such letter of credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlord not less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment. Upon (A) the completion of the Alteration in accordance with the terms of this Article 10 and (B) the submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all contractors performing said Alteration and (z) all other submissions as may be, from time to time reasonably required by Landlord, the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and fully pay for any Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on the security deposited under this Section 10.2 to the extent Landlord deems necessary in connection with said Alteration, the restoration and/or protection of the Premises or the Property and the payment of any costs, damages or expenses resulting therefrom. (c) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (cd) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable LawsLegal Requirements, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (de) Prior to the commencement of any Alteration construction, alteration, addition, improvements, repair or landscaping in excess of Ten Fifty Thousand Dollars ($10,00050,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice (or concurrent notice in the event of an emergency repair required to protect human health or safety) of the commencement of any such Alteration construction, alteration, addition, improvement, repair or landscaping in order that Landlord shall have sufficient time to post such notice. (ef) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (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 of the Alterationsconstruction, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times times, and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same are subject to Landlord. This Section 9.3(f’s approval as provided in subsection (a) shall not apply to the cosmetic alterations described in Section 9.2(a)above. (gh) Upon completion of the construction of any Alterations in excess of Ten Fifty Thousand Dollars ($10,00050,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens Liens arising out of or in any way connected with such construction (except for liens Liens that are contested in the manner provided herein). (i) Tenant shall reimburse Landlord within five (5) days following demand for any out-of-pocket expenses incurred by Landlord in the review of any Alterations proposed to be made by Tenant, including fees charged by Landlord’s contractors or consultants to review plans and specifications, and such reimbursement obligation shall constitute Additional Rent hereunder. (j) Should any Liens be filed against any portion of the Property by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) business days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said twenty (20) business day period, Landlord may cancel or discharge the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within twenty (20) days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all costs (including, without limitation, attorneys’ fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration. (k) Tenant shall deliver to Landlord, within sixty (60) days after the completion of an Alteration costing in excess of $50,000, “as-built” drawings thereof. During the Term, Tenant shall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records. (l) All Alterations to and fixtures installed by Tenant in the Premises (other than Tenant’s Property) shall be fully paid for by Tenant in cash and not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

Project Requirements. The following provisions of this Section 9.3 shall apply State agrees to ensure that the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, delivery of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described Project is undertaken in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply accordance with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section Project Schedule. The State agrees: to ensure there is proper and efficient monitoring, auditing and reporting of Section 13.2. (i) During expenditure against the course Project Cost, delivery of constructionthe Works Program, and Transfer of the Commonwealth’s proportion of Agreed Water Savings, and to keep the Commonwealth informed of the progress and outcomes of the Project; that, if requested, it will give, and will ensure that GBCMA gives the Commonwealth access to the State’s and GBCMA’s relevant records and personnel, to enable the extent not covered Commonwealth to conduct an audit or review, by property insurance maintained a person appointed by Tenant pursuant the Commonwealth, of any aspect of the Project; to Section 13.2ensure that each Works Contract contains a clause which: requires the Irrigator to give the Commonwealth access to the Irrigator’s farm, comprehensive “all risk” builder’s risk insurancerecords and personnel, to enable the Commonwealth to conduct an audit or review, or Works Inspection, by a person appointed by the Commonwealth, of any aspect of the Project, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on verifying the Premises, all materials and equipment stored at the site and furnished under contractcarrying out of Works for which Funding has been paid, and all materials whether those Works have achieved the Agreed Water Savings; and equipment provides that are in GBCMA holds its rights under that clause as agent of, and trustee for, the process of fabrication at Commonwealth, and that the premises of any third Commonwealth is treated to that extent as a party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees Works Contract; that all aspects of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to Project will be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations out in accordance with all Applicable Lawsapplicable laws (including, but not limited to, all necessary planning, environmental, workplace health and safety, building and regulatory approvals) and all applicable Australian standards; to comply with, and require that Proponents and their Sub-contractors comply with, the National Code of Practice for the Construction Industry in carrying out the Works, as set out in Attachment 1 to this Project Schedule; to comply with plans and specifications require that the Proponents and their Sub-contractors comply with the requirements of the Fair Work (Building Industry) Act 2012 (Cth) in carrying out the Works, as set out in Attachment 2 to this Project Schedule; to ensure that GBCMA undertake audits of Works in relation to Sub-projects on a random basis using independent auditors, with the costs to be funded from the administration component of the Budget. These audits are separate from, and additional to, any other overall Project auditing that the Commonwealth may undertake, at its own cost; that it is responsible for meeting the Milestones and ensuring an appropriate alignment of payments to individual Irrigators against costs incurred, water Transferred and Sub-Projects completed; that progress reports, final reports and independent audit statements in respect of the Project are provided to the Commonwealth; that in respect of the second tranche, the Funding per GL of the Commonwealth’s Proportion of the Agreed Water Savings will be generally consistent with the Commonwealth’s funding per GL in respect of the On-Farm Irrigation Efficiency Program (OFIEP), Round 4, subject to the second tranche starting before 14 April 2015. If there is a longer time delay, the Funding per ML of the Commonwealth’s Proportion of the Agreed Water Savings will be negotiated in good faith by the Commonwealth and the State by reference to prevailing market prices, but still with reference to OFIEP Round 4; to ensure that GBCMA establishes and implements fair, transparent and competitive processes for the distribution of any Funding to Irrigators with robust governance arrangements and appeals processes for the assessment of eligibility, financial and technical criteria on a competitive merit basis; that it is responsible for ensuring the proper and efficient conduct of the Project notwithstanding the role of the Proponents; that is responsible for ensuring all Sub-projects are properly costed, technically sound and fit-for-purpose; that it will ensure that the processes administered by GBCMA to select Irrigators whose Works will be funded under this Project will include steps that assess the proposed Works against clear and justifiable eligibility, financial and technical criteria on a competitive and merit-based basis, in a manner consistent with this Project Schedule; to provide evidence of its compliance with this Item B, consistent with Item I; to provide for the Commonwealth an opportunity to review the list of preferred Sub-projects and relevant applicants that GBCMA recommends to be funded under the Project prior to any Funding offer being made to Irrigators by GBCMA, consistent with part 6 of the Business Case. This will enable the Commonwealth to check that there is no duplication of funding of Works under this Project and other Commonwealth programs; to ensure that the GBCMA requires Works Contracts to contain a clause, where applicable, requiring compliance with the National Framework for Non-Urban Water Metering which incorporates the Victorian State Implementation Plan; to ensure that GBCMA requires that all Irrigators are required to maintain: workers compensation insurance as required by law; public liability insurance for $20 million per claim or occurrence giving rise to a claim in respect of activities undertaken in relation to the Works; and insurance against any loss or damage to an asset valued at over $5,000 or more that is created or acquired with the Funding for its full reinstatement or replacement cost; to take necessary steps to ensure that GBCMA has the resources and capacity to deliver the Project within agreed timelines and agreed Budget; to ensure that the Transfer to the Commonwealth of the Commonwealth’s Proportion of the Agreed Water Savings is exempt from the four per cent limit on water traded out of an irrigation area under Rule 25 of the Trading Rules for Declared Water Systems; to ensure that the Funding paid to an Irrigator does not exceed the amount specified for the Works in the Irrigator's Works Contract; to ensure the Transfer of unencumbered HRWS to the Commonwealth, which together equal the Commonwealth's Proportion of the Agreed Water Savings for the Project, in accordance with the provisions Milestones; to provide a statement to the effect that processes have been implemented to use best efforts to ensure that applicants receiving funding from different State or Commonwealth programs or different tranches of this Article 9 Project, do not receive funding for the same (duplicate) or overlapping Works; to require that GBCMA will identify in the individual Works Contracts estimated cash and/or in-kind Other Contributions to be made by individual Irrigators. The State will specify in writing to the Commonwealth how cash and/or in-kind Other Contributions from Irrigators, stipulated in Item D, are to be assessed; to ensure that GBCMA takes responsibility for ensuring that Irrigators understand the eligibility requirements for the Project, including their involvement in the Goulburn-Xxxxxx Water Connections Project and all other provisions that the integration with the Goulburn-Xxxxxx Water Connections Project does not impact on the timeliness of the delivery of this Lease. (d) Prior Project; that if a second call for applications is to be undertaken for a tranche of Works, any additional costs will be contained within the Budget or met by the State using its own resources; to ensure that there will be a separate water entitlement assignment contract developed between the Commonwealth and GBCMA for all water transfers to the commencement Commonwealth; to transfer the Commonwealth Funding to GBCMA within 8 Business Days after receipt of any Alteration in excess such Funding by the State; that the Commonwealth may deem interest to accrue (at the Reserve Bank of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of LandlordAustralia’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (icash rate) on a current daily basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and on any amount of Funding (ii) upon completion of construction not including the State administration component of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and Project Cost set out at Item D.1) that has not been transferred by the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at State to GBCMA within 8 Business Days after receiving it from the Premises and Tenant shall update them as often as necessary to keep them currentCommonwealth. The as-built drawings Commonwealth agrees that it will determine the amount of interest it deems to have been accrued by the State during the course of the Project under this Item X.0.0.xx, but will not deduct any amounts determined until financial year 2016/17; to ensure that GBCMA spends Project Costs in accordance with Item D; and annotated plans to ensure that final payments of Funding to Irrigators will be calculated on actual costs of Works verified by invoices/receipts and specifications shall be made available Works Inspection. The Commonwealth will only undertake the following aspects of this Project: make timely payments in accordance with agreed Milestones, at Item C.1.3, where, in the Commonwealth’s judgement, the State has met Milestone requirements; review of proposed Works for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty funding duplication under other Commonwealth programs, including the OFIEP, to ensure that applicants receiving funding from different State or Commonwealth programs or different tranches of this project do not receive funding for the same (60duplicate) days after or overlapping Works; any due diligence activities the Tenant Improvement Work Commonwealth considers necessary associated with respect the Transfer of water to the Premises has been substantially completedCommonwealth pursuant to this Project Schedule; and if it considers it necessary, undertake audits of individual Irrigators’ Works, including reviewing that the Works are consistent with Whole Farm Plans. Tenant shallThe Commonwealth agrees to make available any unused Funds from each tranche for any subsequent calls for applications under this Project Schedule to undertake on-farm Works projects. Any underspends may fund further Sub-projects, at its costeither in the current tranche in which the underspend occurred, make or in a copy subsequent tranche, if it is more efficient to do so. The Commonwealth agrees that the administration component of the as-built drawings and annotated plans and specifications and deliver Budget within each tranche can be allocated during the same life of the Project to Landlord. This Section 9.3(f) shall not apply meet any cash flow shortfalls in the overall Budget, but that final expenditure will be in accordance with Item D. The Commonwealth agrees that Water Shares Transferred from Proponents to the cosmetic alterations described GBCMA or from GBCMA to the Commonwealth in Section 9.2(a). (g) Upon completion any given Project Milestone that exceeds the Project Milestone targets consistent with Item C.1.3, will carry forward and may be used toward meeting subsequent Project Milestones within a tranche. The Commonwealth agrees that Water Shares Transferred from Proponents to the GBCMA in any given tranche that exceeds the Commonwealth’s Proportion of Agreed Water Savings for that tranche consistent with Item E.2, will remain in the ownership of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein)State.

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any AlterationsAlterations requiring Landlord’s approval, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of the any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain for any construction requiring Landlord’s approval (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 of the any material Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to all Alterations and the Tenant Improvement Work and all AlterationsWork, whether or not requiring Landlord’s 's approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s 's approval, Tenant shall obtain Landlord’s 's written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of the Tenant Improvement Work or any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “"all risk” " builder’s 's risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’', subcontractors’ ' and construction managers’ ' tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s's, construction manager’s 's and contractor’s 's protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ ' Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ ' compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s 's Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be that required by law. (c) All construction and other work in connection with the Tenant Improvement Work (subject to the Tenant Improvement Allowance) and any Alterations shall be done at Tenant’s 's sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits perform the Tenant Improvement Work and approvals for the Alterations and shall construct the any Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of the Tenant Improvement Work or any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s 's nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the AlterationsTenant Improvement Work or any Alterations requiring Landlord's consent, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of the Tenant Improvement Work or any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 Lessee shall apply complete the capital improvements and repairs (subject to the Tenant terms of Section 17.2 below), in accordance with the Capital Improvement Work Budget or any Supplemental Capital Improvement Budget. Lessee shall complete the Designated Capital Improvements as soon as reasonably practicable following the Effective Date but in any event no later than the Commencement Date Certain. The Designated Capital Improvements and the Supplemental Capital Improvements shall be constructed in a good and workmanlike fashion, in accordance with all Alterationsapplicable statutes, whether or not requiring laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the ADA. Lessee shall permit access to each applicable portion of the Premises upon reasonable notice (except that no notice shall be required in the case of an emergency), and the Designated Capital Improvements and the Supplemental Capital Improvements shall be subject to inspection and supervision by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all times during the period in which the Designated Capital Improvements and the Supplemental Capital Improvements are being constructed and installed and within a reasonable period following completion of the Designated Capital Improvements and the Supplemental Capital Improvements. Notwithstanding the foregoing, neither Landlord’s review and approval (unless otherwise noted): (a) Prior to entering into of the Capital Improvement Budget or a contract Supplement Capital Improvement Budget or Landlord’s supervision of the Designated Capital Improvements or the Supplemental Capital Improvements shall create any responsibility or liability on the part of Landlord for compliance with all applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, as described above, or for the Tenant completeness or design sufficiency of the Designated Capital Improvements and or the Supplemental Capital Improvements. No portion of the Designated Capital Improvements or the Supplemental Capital Improvements shall be undertaken or commenced by Lessee until (i) all necessary permits have been obtained by Lessee and (ii) all required insurance coverages have been obtained by Lessee, it being understood that failure of Landlord to receive evidence of such coverage upon commencement of the Designated Capital Improvements or the Supplemental Capital Improvements shall not waive Lessee’s obligations to obtain such coverages. Any changes to the Capital Improvement Work Budget or Alterations requiring the Supplemental Capital Improvement Budget must be made in accordance with the terms of the Credit Agreement and approved by Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned delayed or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21conditioned. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000)Alteration, Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of the Tenant Improvement Work and any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Twenty-Five Thousand Dollars ($25,000), Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Twenty-Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.6 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves Tenant shall not be required to use union labor in connection with the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.2, comprehensive “all risk” special form builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one three (13) year years after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in with a liability amount limit not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Five Million Dollars ($3,000,0005,000,000) combined single limitper occurrence, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. Such insurance shall include Landlord as an additional insured. (iii) Commercial auto liability insurance for all owned, non-owned and hired autos used in the construction of any work with liability limits not less than Five Million Dollars ($5,000,000) combined single limit per accident. Such insurance shall name Landlord and Tenant as additional insureds. (iv) Workers’ Compensation Insurance compensation insurance approved by the State of California, covering all employees of the contractor and any subcontractors, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employeremployer’s Liability Insurance liability insurance with limits not less than One Two Million Dollars ($1,000,0002,000,000) each accident and each disease, or such higher amounts as may be required by lawApplicable Law. Such insurance shall include a waiver of subrogation in favor of Landlord. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days Business Days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Tenant Improvement Work or Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Other than the foregoing, Landlord shall not charge a supervisory or management fee in connection with the construction of any Tenant Improvement Work or Alterations. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant and Tenant’s Agents shall take all necessary safety precautions during any construction, including, without limitation, compliance with the California Division of Occupational Safety and Health. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (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 of the Alterationsconstruction, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans to Landlord in Adobe Acrobat and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)AutoCAD formats. (gi) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 9.4 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause its general contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to to. Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than the following amounts of combined single limit coverage: One Million Dollars ($1,000,000) for projects with an estimated cost of $150,000 or less, Three Million Dollars ($3,000,000) combined single limitfor projects with an estimated cost above $150,000 and up to $500,000, which and Five Million Dollars ($5,000,000) for projects with an estimated cost in excess of $500,000. Such policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent good and first class workmanlike manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Twenty- Five Thousand Dollars ($10,00025,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within ten (10) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Alterations (not including any Tenant Improvement Work) and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design or construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans and specifications to Landlord in hard copy and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)Adobe Acrobat and AutoCAD formats. (gh) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Twenty-Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. B.3.1. The following provisions State agrees to ensure that the delivery of the Project is undertaken in accordance with the requirements of this Section 9.3 shall apply Project Schedule. B.3.2. The State agrees: a. that the Project will deliver the Agreed Water Savings to the Tenant Improvement Work Commonwealth in return for its investment. The Agreed Water Savings will be Transferred as River Xxxxxx XX (Zone 7) Water Shares from LMW’s loss allowance on the bulk entitlement; b. that it has sole responsibility for managing the implementation of the Project, with the Commonwealth not required to perform any on-ground aspects of the Project; c. that no Project Funding may be used to fund any rebate or subsidy LMW offers to irrigators, e.g. to put back into irrigated production areas previously dried-off; d. to ensure that there is proper and efficient monitoring, auditing and reporting of expenditure against the Project Cost, delivery of the Works, and delivery of Agreed Water Savings, and to keep the Commonwealth informed of the progress and outcomes of this Project; e. that, if requested, it will give, and will ensure that LMW gives, the Commonwealth access to the State’s and LMW’s relevant records and personnel, to enable the Commonwealth to conduct audits, reviews and Works Inspections, by a person appointed by the Commonwealth, of any aspect of the Project; f. to ensure that the Contract between the State and LMW contains a clause which: i. requires LMW to give the Commonwealth access to records and personnel, to enable the Commonwealth to conduct audits, reviews and Works Inspections, by a person appointed by the Commonwealth, of any aspect of the Project, including verifying the carrying out of Works for which Funding or State Contribution has been paid, and whether those Works have achieved the Agreed Water Savings; and ii. provides that LMW holds its rights under that clause as agent of, and trustee for, the Commonwealth, and that the Commonwealth is treated to that extent as a party to the Contract; g. that the governance arrangements in the Business Case are established before any activities related to the physical works on the Project commence; h. to ensure that LMW develops cost-effective arrangements for the use of its modernised infrastructure system for environmental watering actions in relation to Cardross Lakes and Woorlong Wetland System. These arrangements will ensure costs incurred by the environmental water holders (including the Commonwealth Environmental Water Holder) are reasonable in comparison to other system users. The State must also ensure that LMW consults the Commonwealth Environmental Water Holder in the development of these arrangements; i. that all aspects of the Project will be carried out in accordance with all applicable laws (including, but not limited to, planning, environmental, workplace health and safety, building and regulatory approvals) and all Alterationsapplicable Australian standards; j. that it will ensure that any necessary approvals, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect permits and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described consents are in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work place prior to commencement of and during relevant Works; k. to comply with, and require that Proponents and their Sub-contractors comply with, the work Building Code 2013 and such Tenant Improvement Work shall Guidelines in carrying out the Works, as set out in Attachment 1 to this Project Schedule; l. to comply with and require that LMW complies with the remaining requirements of the Fair Work (Building Industry) Act 2012 (Cth) in carrying out the Works, as set forth out in Sections 9.2Attachment 3 to this Project Schedule; m. to undertake audits of Works in relation to the Project on a random basis using independent auditors, this Section 9.3 and Section 29.21. (b) Before commencing with the construction of any Alterations, Tenant shall procure or cause costs to be procured funded from the insurance coverage described below and provide Landlord with certificates administration component of such insurance in form reasonably satisfactory to Landlordthe Budget. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contractThese audits are separate from, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed additional to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by other Project auditing that the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance Commonwealth may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, undertake at its own cost; n. that it is responsible for meeting the Milestones and ensuring an appropriate alignment of payments to LMW against costs incurred, make a copy of the as-built drawings water Transferred and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).Works completed;

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Twenty Five Thousand Dollars ($10,00025,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of the Tenant Improvement Work and any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Twenty Five Thousand Dollars ($25,000), Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Twenty Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves Notwithstanding the construction foregoing, for purposes of Tenant’s initial the Tenant Improvement Work, as described in Exhibit H attached heretothe following architects and general contractors are hereby approved by Landlord: Xxxxxx-Xxxxxx Associates and SC Builders, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21.Inc. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage (either as part of Tenant’s regular insurance policy or by separate policies) described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 9.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars Dollar ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class good manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Ten Thousand Dollars ($10,000), Tenant shall prepare and maintain (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 of the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.6 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.3, comprehensive “all risk” special form builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.3, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one three (13) year years after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in with a liability amount limit not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Five Million Dollars ($3,000,0005,000,000) combined single limitper occurrence, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. Such insurance shall include Landlord as an additional insured. (iii) Commercial auto liability insurance for all owned, non-owned and hired autos used in the construction of any work with liability limits not less than Five Million Dollars ($5,000,000) combined single limit per accident. Such insurance shall name Landlord and Tenant as additional insureds. (iv) Workers’ Compensation Insurance compensation insurance approved by the State of California, covering all employees of the contractor and any subcontractors, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employeremployer’s Liability Insurance liability insurance with limits not less than One Two Million Dollars ($1,000,0002,000,000) each accident and each disease, or such higher amounts as may be required by lawApplicable Law. Such insurance shall include a waiver of subrogation in favor of Landlord. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days Business Days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Tenant Improvement Work or Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant and Tenant’s Agents shall take all necessary safety precautions during any construction. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (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 of the Alterationsconstruction, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans to Landlord in Adobe Acrobat and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)AutoCAD formats. (gi) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. B.3.1. The following provisions of this Section 9.3 shall apply State agrees to ensure that the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, delivery of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described Project is undertaken in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply accordance with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2Project Schedule. (i) During B.3.2. The State agrees: a. to ensure there is proper and efficient monitoring, auditing and reporting of expenditure against the course Project Cost, delivery of constructionthe Works Program, and Transfer of the Commonwealth’s proportion of Agreed Water Savings, and to keep the Commonwealth informed of the progress and outcomes of the Project; b. that, if requested, it will give, and will ensure that GBCMA gives the Commonwealth access to the State’s and GBCMA’s relevant records and personnel, to enable the extent not covered Commonwealth to conduct an audit or review, by property insurance maintained a person appointed by Tenant pursuant the Commonwealth, of any aspect of the Project; c. to Section 13.2ensure that each Works Contract contains a clause which: i. requires the Irrigator to give the Commonwealth access to the Irrigator’s farm, comprehensive “all risk” builder’s risk insurancerecords and personnel, to enable the Commonwealth to conduct an audit or review, or Works Inspection, by a person appointed by the Commonwealth, of any aspect of the Project, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on verifying the Premises, all materials and equipment stored at the site and furnished under contractcarrying out of Works for which Funding has been paid, and all materials whether those Works have achieved the Agreed Water Savings; and ii. provides that GBCMA holds its rights under that clause as agent of, and equipment trustee for, the Commonwealth, and that are in the process of fabrication at the premises of any third Commonwealth is treated to that extent as a party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees Works Contract; d. that all aspects of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to Project will be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations out in accordance with all Applicable Lawsapplicable laws (including, but not limited to, all necessary planning, environmental, workplace health and safety, building and regulatory approvals) and all applicable Australian standards; e. to comply with, and require that Proponents and their Sub-contractors comply with, the National Code of Practice for the Construction Industry in carrying out the Works, as set out in Attachment 1 to this Project Schedule; f. to comply with plans and specifications require that are in accordance the Proponents and their Sub-contractors comply with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice requirements of the commencement Fair Work (Building Industry) Act 2012 (Cth) in carrying out the Works, as set out in Attachment 2 to this Project Schedule; g. to ensure that GBCMA undertake audits of any such Alteration Works in order that Landlord shall have sufficient time relation to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) Sub-projects on a current random basis during constructionusing independent auditors, annotated plans and specifications showing clearly all changes, revisions and substitutions during constructionwith the costs to be funded from the administration component of the Budget. These audits are separate from, and (ii) upon completion of construction of additional to, any other overall Project auditing that the Alterations, 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. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant 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 Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shallCommonwealth may undertake, at its own cost; h. that it is responsible for meeting the Milestones and ensuring an appropriate alignment of payments to individual Irrigators against costs incurred, make a copy water Transferred and Sub-Projects completed; i. that progress reports, final reports and independent audit statements in respect of the asProject are provided to the Commonwealth; j. that in respect of the second tranche, the Funding per GL of the Commonwealth’s Proportion of the Agreed Water Savings will be generally consistent with the Commonwealth’s funding per GL in respect of the On-built drawings Farm Irrigation Efficiency Program (OFIEP), Round 4, subject to the second tranche starting before 14 April 2015. If there is a longer time delay, the Funding per ML of the Commonwealth’s Proportion of the Agreed Water Savings will be negotiated in good faith by the Commonwealth and annotated plans the State by reference to prevailing market prices, but still with reference to OFIEP Round 4; k. to ensure that GBCMA establishes and specifications implements fair, transparent and deliver competitive processes for the same distribution of any Funding to LandlordIrrigators with robust governance arrangements and appeals processes for the assessment of eligibility, financial and technical criteria on a competitive merit basis; l. that it is responsible for ensuring the proper and efficient conduct of the Project notwithstanding the role of the Proponents; m. that is responsible for ensuring all Sub-projects are properly costed, technically sound and fit-for-purpose; n. that it will ensure that the processes administered by GBCMA to select Irrigators whose Works will be funded under this Project will include steps that assess the proposed Works against clear and justifiable eligibility, financial and technical criteria on a competitive and merit-based basis, in a manner consistent with this Project Schedule; o. to provide evidence of its compliance with this Item B, consistent with Item I; p. to provide for the Commonwealth an opportunity to review the list of preferred Sub-projects and relevant applicants that GBCMA recommends to be funded under the Project prior to any Funding offer being made to Irrigators by GBCMA, consistent with part 6 of the Business Case. This Section 9.3(f) shall not apply will enable the Commonwealth to check that there is no duplication of funding of Works under this Project and other Commonwealth programs; q. to ensure that the cosmetic alterations described in Section 9.2(a).GBCMA requires Works Contracts to contain a clause, where applicable, requiring compliance with the National Framework for Non-Urban Water Metering which incorporates the Victorian State Implementation Plan; (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause r. to be filed for recordation, a notice of completion and shall deliver ensure that GBCMA requires that all Irrigators are required to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).maintain: i. workers compensation insurance as required by law;