Common use of Initial Improvements Clause in Contracts

Initial Improvements. Subtenant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.

Initial Improvements. Subtenant mayIt is currently contemplated that Tenant will construct prior to September 1, 2003, at its option Tenant's sole cost and expense, one or more Buildings, and all on and off site work, including landscaping (collectively referred to as "Initial Improvements"). The Initial Improvements, if constructed, shall in all events comply with the requirements of the PCP Permit ultimately issued by the City of Mountain View ("PCP"). Landlord hereby approves, subject to the provisions terms and conditions of this Lease, Tenant's construction of the Prime LeaseInitial Improvements so long as the exterior components thereof are generally in conformity with the PCP as such PCP is ultimately issued by the City of Mountain View. If Tenant desires to make any material changes to the exterior design of the Initial Improvements, then prior to submitting any application for amendment of the PCP to the City of Mountain View, Tenant shall deliver such proposed amendment to Landlord for Landlord's review and approval, which approval will not be unreasonably withheld or delayed. Any such disapproval must be in writing stating with particularity the reasons for such disapproval and the actions Tenant may take to modify such proposal in a manner that Landlord would approve. Landlord's failure to deliver such written disapproval within five (5) business days after Tenant has delivered such request for approval to Landlord shall be deemed Landlord's approval of such proposed amendment to the PCP. Landlord shall cooperate with Tenant as reasonably requested by Tenant with respect to any required governmental approvals, including, without limitation, Article 8 thereofany application for amendment of the PCP, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with including the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement signing of any reasonable applications or requests which are required to be signed by the owner of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectivelyProject in order to obtain required approvals, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees provided that Subtenant Landlord shall not be required to remove incur any costs or expenses or liability in connection therewith. Without limiting Landlord's discretion concerning its approval rights as to any amendments to the PCP that Tenant may reasonably request, the parties agree that (i) Tenant shall not, without Landlord's prior written consent, design or seek governmental approvals to construct more than 120,000 square feet of floor area (calculated as square footage is calculated by the City of Mountain View pursuant to the City of Mountain View Shoreline West Precise Plan) within the Initial Improvements, and (ii) the general design of the Initial Improvements upon shall be reasonably compatible, as reasonably determined by Landlord, with the design of the buildings to be constructed on the 13.48 acre parcel of property located on the opposite side of Amphitheater Parkway from the Project. Promptly following completion of the Initial Improvements, Tenant shall deliver to Landlord as built drawings thereof on original sepia drawn to 1/8" scale, prepared at Tenant's sole cost. Notwithstanding the foregoing, if Tenant fails to substantially complete construction of the Initial Improvements on or before September 1, 2003, then Landlord may, by written notice to Tenant delivered at any time after such date and prior to substantial completion of the Initial Improvements, elect to terminate this Lease, which termination shall be effective ninety (90) days following the date of delivery of such written notice to Tenant. Notwithstanding the foregoing, (i) if Tenant substantially completes the construction of the Initial Improvements prior to the expiration or earlier of such ninety-day period, then such termination notice shall be deemed rescinded, and (ii) if Tenant delivers to Landlord an Exercise Notice of the Purchase Option to purchase the Premises as contemplated in Paragraph 34 of this Sublease unless Lease, prior to the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord expiration of such 90-day period, then such termination notice shall be deemed suspended until the costs of any removal of any Initial Improvements date upon which the closing pursuant to Section 8(e) the Purchase Option is scheduled to occur under the terms of this Lease. If Tenant thereafter fails to perform its obligations under the Purchase Option after Tenant's delivery of the Prime LeaseExercise Notice for any reason other than Landlord's failure to perform its obligations with respect to the Purchase Option, then the termination notice earlier delivered to Tenant by Landlord shall be deemed reinstated, effective as of the business day following the scheduled date for such closing which did not occur.

Initial Improvements. Subtenant may, at its option and subject to Certain improvements shall be constructed in the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof by Landlord as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B hereto (the “Initial Space Improvements”)) for the purpose of initially preparing the Premises for occupancy by Tenant. Prior to the Commencement Date, any work performed by Tenant or any fixtures or personal property moved into the Premises shall be at SubtenantTenant’s sole cost and expense without any contribution own risk. Landlord shall use commercially reasonable efforts to complete such improvements on or improvement allowance from Sublandlord described before the Commencement Date set forth in the Work Letter Agreement attached hereto and made Fundamental Lease Provisions, but Landlord shall have no liability to the Tenant hereunder if prevented from doing so for any reason whatsoever, including but not limited to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a part hereof as Exhibit B); providedbuilding permit or a certificate of occupancy, however, Subtenant shall not make or permit anyone to make any Initial Improvements without other cause beyond the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime LeaseLandlord’s reasonable control. In connection with such event, the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, Commencement Date and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any expiration date of the foregoing within Term shall be postponed for a period equaling the Demised length of such delay. If any delay in completion of the Space Improvements or in delivering possession of the Premises or with the project management for the performance of is deemed to be caused by Landlord’s gross negligence and as a result, the Initial Improvements are not completed by July 31, 2011, Tenant shall have the right to cancel this Lease and have no other obligations hereto. However, if any delay in completion of the Space Improvements or in delivering possession of the Premises to Tenant are caused by Tenant, including Tenant’s requesting changes in the Space Improvements which delay completion thereof, then Tenant shall commence all of its obligations hereunder (collectively, “Subtenant’s Personal Property and Services”including the payments of Rent), and all terms herein shall be paid for effective and binding, on that date reasonably calculated by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime its contractor as the date on which Landlord would have substantially completed the costs of any removal of any Initial Space Improvements pursuant to Section 8(e) of the Prime Leaseif not for such delay.

Initial Improvements. Subtenant may(a) Landlord shall perform or cause to be performed, at its option and subject to in each Block, the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenantwork described on Exhibit G (“Landlord’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial ImprovementsWork”), . All of Landlord’s Work shall be performed by Landlord at SubtenantLandlord’s sole cost and expense without any contribution expense. Subject . to delays by reason of Force Majeure and Tenant Delay, Landlord shall, with respect to each Block (other than the Delivered Blocks) (A) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Block, on or improvement allowance from Sublandlord described before the applicable Commencement Date and (B) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, are not a condition to delivery of such Block, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Alterations in the Work Letter Agreement attached hereto applicable Block and made a part hereof shall have given Landlord thirty (30) days’ notice thereof. Tenant shall remove ▇▇▇▇▇▇’s Property from the Delivered Blocks and shall vacate and deliver to Landlord possession of the Delivered Blocks. Any items of Tenant’s Property which remain in the Block B Space and the Block C Space after delivery of possession thereof to Landlord may, at the option of Landlord be deemed abandoned, and may be disposed of by Landlord, without accountability in such manner as Exhibit B); Landlord shall determine at Tenant’s reasonable expense. Tenant is not required to deliver all of the Delivered Blocks simultaneously to Landlord, but may deliver the Delivered Blocks in installments, provided, howeverthat each such delivery shall consist of full floor units or any space which was delivered to Tenant by landlord on the date hereof in less than full floor units. Subject to delay, Subtenant by reason of Force Majeure and Tenant Delay, Landlord shall not make or permit anyone with respect to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any each of the foregoing Delivered Blocks (x) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Delivered Block, within thirty (30) days after the Demised Premises or with the project management for the performance later of fifteen (15)-days after Tenant shall have notify Landlord of the date it intends to vacate the Delivered Block and the date Tenant delivers to Landlord vacant session of the Delivered Block in the condition required in this Section 4.01 (the date Tenant so delivers to Landlord vacant possession of the Delivered Block is the “Tenant Delivery Date” and the day after such thirty (30) days is the “Stated Second Commencement Date”) and (y) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, is not a condition to delivery of such Blocks, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Improvements Alterations, in the applicable Delivered Block and shall have given Landlord thirty (collectively30) days’ notice thereof. On the applicable Commencement Date and Second Commencement Date, Tenant shall accept the Blocks in “Subtenant’s Personal Property and Services”)as is” condition on such date, shall be paid for by and be subject only to the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination requirements of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.4.01. All initial improvements which do not constitute Landlord’s Work shall constitute Alterations

Initial Improvements. Subtenant may, at its option and subject Notwithstanding anything to the provisions contrary contained or implied in this Lease, except as otherwise expressly and specifically provided in this Lease, (i) Tenant agrees that it is leasing the Premises in an "as is, where is" condition, and that no representations, warranties, or inducements, with respect to any condition of the Prime LeasePremises have been made by Landlord, includingor its designated representatives, without limitationto Tenant, Article 8 thereofor its designated representatives, complete certain initial and (ii) Tenant hereby acknowledges that no promises to decorate, alter, repair or improve the Premises, either before or after the execution of this Lease have been made to Tenant, or its designated representatives, by Landlord, or its designated representatives. Landlord shall cause to be performed the improvements to prepare (the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord Premises in accordance with the Prime LeasePlans (as such term is hereinafter defined). In connection with As used herein, the foregoing, Subtenant shall submit term "Plans" means and refers to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete those certain plans and specifications for any prepared by Crow▇▇▇ & ▇uck▇▇▇ ▇▇▇hitects, Inc., dated September 19, 2000 (Project number 20168, sheets A-1 through A-6), approved by Tenant (initialed by Tenant on September 20, 2000) and all Landlord. The Initial Improvements; includingImprovements shall be performed at the Landlord's cost, without limitation, schematic designs and work drawingsexcept as otherwise provided below. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement Landlord's approval of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements or the compliance of such Initial Improvements or the Plans with applicable governmental requirements. Landlord shall select a contractor (collectivelythe "Contractor") to perform the construction of the Initial Improvements. Landlord shall use commercially reasonable efforts (which may include, “Subtenant’s Personal Property and Services”but need not necessarily require, the use of overtime labor), to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before January 1, 2001, subject to Tenant Delay (as defined below) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined), if any. Such project management services shall be paid performed, at Tenant's cost, for by and be a fee of five percent (5%) of all costs related to the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs construction of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseChange Orders.

Initial Improvements. Subtenant Reliant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, and the Sublease, including, without limitation, Section 1.c, thereof, complete certain initial improvements to prepare the Demised Subleased Premises for SubtenantReliant’s occupancy thereof as more particularly described in the Work Letter Agreement (“Workletter”) attached hereto and made a part hereof as Exhibit B D (the “Initial Improvements”), at SubtenantReliant’s sole cost and expense without any contribution or improvement allowance from Sublandlord Mercury except for the Allowance described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B)Workletter; provided, however, Subtenant Reliant shall not make or permit anyone to make any Initial Improvements without the prior written consent of SublandlordMercury, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime LeaseLease and of Master Sublandlord in accordance with the Sublease. In connection with the foregoing, Subtenant Reliant shall submit to SublandlordMercury, for prior written approval by SublandlordMercury, which shall not be unreasonably withheld or delayed, and Prime LandlordLandlord and Sublandlord, complete plans and specifications for any and all Initial Improvements; , including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systemssystems (other than the card key/badge access system to be maintained by Mercury pursuant to this Sub-Sublease), or other personal property for Subtenant Reliant or the Demised Subleased Premises or the installation or placement of any of the foregoing within the Demised Subleased Premises or with the project management for the performance of the Initial Improvements (collectively, “SubtenantReliant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of SubtenantReliant, and the Allowance shall not be applicable thereto. Sublandlord Mercury acknowledges and agrees that Subtenant Reliant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the Sub-Sublease, and that if removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord Sublandlord, the obligation for such removal and the costs in connection therewith shall be the responsibility of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseMercury.

Initial Improvements. Subtenant mayLandlord shall cause to be constructed, in a good workmanlike manner, the improvements (herein, the “Tenant Improvements”) to the Premises reflected in the space plans attached to the Lease as Exhibit C-1 (the “Preliminary Space Plans”). The Tenant Improvements shall be performed at Tenant’s cost to the extent only in excess of the Improvement Allowance. Notwithstanding anything to the contrary herein or in the Lease, Tenant shall be responsible, at its option own expense (and subject to the provisions not as part of the Prime LeaseImprovement Allowance), for the installation and construction of all tenant-specific improvements, including, without limitation, Article 8 phone, computer and similar cabling and wiring; any panel to panel electrical and other data cabling required for work stations, cubicles and other office furniture systems; security and access systems; and all office furniture and associated hardware therefor. Landlord shall prepare any necessary construction drawings for the construction of the Tenant Improvements, shall promptly seek from the appropriate governmental authorities the issuance of all necessary building permits, and, upon receipt thereof, complete certain initial improvements shall promptly commence and diligently pursue to prepare completion the Demised Premises construction of the Tenant Improvements. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Tenant Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost, for Subtenant’s occupancy thereof as described in a fee of three percent (3%) of all hard construction costs for the Work Letter Agreement attached hereto Tenant Improvements and made a part hereof as Exhibit B Change Orders (the “Initial ImprovementsConstruction Management Fee”), at Subtenant’s sole cost . Landlord warrants and expense without any contribution or improvement allowance from Sublandlord described in represents to Tenant that the Work Letter Agreement attached hereto Premises and made a part hereof as Exhibit B); provided, however, Subtenant the Tenant Improvements shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance comply with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements Applicable Laws upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated delivery thereof to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseTenant.

Initial Improvements. Subtenant may, at its option and subject Subject to the provisions terms of this Section 9.5, Landlord agrees to make available to Tenant, beginning as of the Prime LeaseLease Date, includinga credit of up to, without limitationand not to exceed, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof Allowance (as described provided in the Work Letter Agreement attached hereto Summary), for third-party, out-of-pocket expenses for labor and made a part hereof as Exhibit B materials (including without limitation design and architectural fees and overtime costs) incurred by Landlord in connection with the construction and installation by Landlord of Landlord-approved Alterations to the Premises that are submitted to Landlord for approval in accordance with Section 9.2 prior to the Outside Allowance Date (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone notwithstanding anything to make any Initial Improvements without the prior written consent contrary in the foregoing, Landlord consents to the use of Sublandlordup to Seventy-Five Thousand Six Hundred Sixteen Dollars ($75,616.00) of the Allowance for construction consulting services, which shall not be unreasonably withheld paid to Tenant (and deducted from the Allowance) at Tenant’s request. No portion of the Allowance shall be credited to, or delayedused to reimburse, and Tenant for the purchase of Prime Landlord in accordance with any furniture, fixtures or office or telephone equipment. Subject to the Prime Lease. In connection with application of the foregoingAllowance, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated attributable to the design, permitting and construction of the Initial Improvements shall be the sole responsibility of Tenant. Landlord may charge the supervision fee provided in Section 9.4 against the Allowance. If at any time the then budgeted cost of the Initial Improvements is greater than the remaining amount of the Allowance, Tenant shall promptly deposit with Landlord the acquisition excess portion of cablingsuch cost (the “Excess Cost”), equipmentand Tenant’s funds shall be used prior to the application of the Allowance towards payment of any costs due under any contract or invoice to be paid with respect to the progress of the Initial Improvements. Landlord shall not be required to commence construction of any Initial Improvements until payment of the Excess Cost. In addition, furnitureif, security systemsduring the progress of the work, it is determined that there is any additional Excess Cost, Tenant shall pay such amount to Landlord within five (5) days after written demand for payment of the Excess Cost by Landlord. Any default in payment of any Excess Cost by Tenant, shall entitle Landlord to cease all work with respect to the Initial Improvements, to declare an Event of Default under the Lease, and to exercise its remedies under this Lease. Any portion of the Allowance not used or designated for use by Tenant (as evidenced by the submittal of plans and specifications in accordance with Section 9.2) for Initial Improvements prior to the last day of the thirty-sixth (36th) calendar month of the Term (said date being referred to herein as the “Outside Allowance Date”) shall be deemed forfeited by Tenant and shall no longer be available for disbursement to, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for account of, Tenant. Landlord will coordinate the performance of the Initial Improvements (collectivelywith Tenant, “Subtenantprovided that Tenant acknowledges that Landlord’s Personal Property and Services”), construction of the Initial Improvements shall be paid performed during Normal Hours and while Tenant is in occupancy of the Premises and that the performance thereof will create noise, dust and other conditions which may cause interference with the conduct of Tenant’s business in the Premises. No such interference or other conditions relating to such construction will constitute a constructive eviction or entitle Tenant to any abatement of Rent or otherwise impair or constitute a waiver or defense to any obligation of Tenant under this Lease. Subject to the foregoing, at Tenant’s request Landlord will use commercially reasonable efforts to schedule work for by and hours other than Normal Hours, provided Tenant acknowledges that there may be an additional construction cost for such after hours work (for overtime wages). The cost of the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon shall be bid by Landlord among three general contractors on Landlord’s approved list, as selected by Tenant, and the expiration or earlier termination of this Sublease work shall be awarded by Landlord to the low bidder unless otherwise directed by Tenant. Landlord will engage the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord contractors for the costs of any removal of any Initial Improvements pursuant to Section 8(e) and Landlord’s construction manager will hold/run construction meetings not less often than weekly, and shall be responsible for standard construction management services, including, without limitation, tenant coordination, bidding, and contracting and supervision, through final completion, including punch list work, of the Prime LeaseInitial Improvements. Landlord shall disburse the Allowance (and any Excess Cost funds) directly to Landlord’s contactors based on Landlord’s payment and retention control procedures.

Initial Improvements. Subtenant mayshall, at its option Subtenant’s sole cost and subject to expense, be responsible for the provisions construction of the Prime Lease, including, without limitation, Article 8 thereof, complete certain any initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in subject to the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of SublandlordSublandlord and Master Landlord, which shall not may be unreasonably granted or withheld or delayed, and of Prime Landlord in accordance with the Prime terms of the Master Lease. In connection The Initial Improvements shall be constructed in a first class manner, in compliance with all Applicable Laws, and in accordance with Section 9 of the Master Lease as incorporated in this Sublease. Notwithstanding the foregoing, Subtenant subject to the approval of Master Landlord and provided that Sublandlord shall submit to Sublandlordhave no liability with respect thereto, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any the Initial Improvements upon at the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) end of the Prime LeaseTerm. Subtenant shall contract directly with a reputable architectural firm of Subtenant’s choosing, but subject to Sublandlord’s approval (which shall not be unreasonably withheld, conditioned or delayed), for the construction of the Initial Improvements. In addition, Subtenant shall directly engage any and all contractors, engineers, and suppliers of Subtenant’s choice for the construction of the Initial Improvements. Sublandlord shall not earn or otherwise be entitled to any management or supervisory fee related to the Initial Improvements; provided, however, in the event Sublandlord incurs out-of-pocket costs associated with the review of Subtenant’s plans, Subtenant shall reimburse Sublandlord for all such actual and reasonable costs.

Initial Improvements. Subtenant may(a) Landlord has, at its option Landlord’s expense, constructed the base building core and subject shell (the “Base Building”) in substantial conformity with the plans prepared by HOK Architects dated September 27, 1999, as the same have been amended from time to time (the “Base Building Plans”) and beyond which the Tenant Improvements (as defined below) shall be completed in accordance with the terms contained herein. Landlord shall deliver the Premises to Tenant on the Commencement Date in “as-is” condition at such time. Landlord shall not have any obligation whatsoever with respect to the provisions finishing of the Prime LeasePremises for Tenant’s use and occupancy. The design, permitting and construction of the improvements to the Premises, as approved by Landlord and Tenant pursuant to this Exhibit (the “Tenant Improvements”), shall be performed by Tenant pursuant to this Exhibit of the Lease and all other applicable provisions including, without limitation, Article 8 thereofinsurance, complete certain initial improvements damage and indemnification provisions of the Lease. (b) All Tenant Improvement work involving the roof of the Building or any other work that may void a Building warranty, shall be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense. Without limiting the foregoing, if Tenant requests work to prepare the Demised Premises for Subtenant’s occupancy thereof as described be done in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (Premises or for the “Initial Improvements”benefit of the Premises that necessitates revisions or changes in the design or construction of the Base Building or materially or adversely affects any Base Building system(s), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant such changes shall not make or permit anyone be subject to make any Initial Improvements without the prior written consent approval of SublandlordLandlord, which in its sole discretion. Tenant shall not be unreasonably withheld responsible for all costs and delays resulting from such design revisions or delayedconstruction changes, including architectural and engineering charges, and of Prime any special permits or fees attributed thereto. Before any such design and/or construction changes are made, Tenant shall pay to Landlord the full costs to be incurred by Landlord in accordance with the Prime Lease. In connection with such changes. At Landlord’s option, any Tenant Improvements which affect the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld exterior or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; structure of the Building or the Base Building system(s) (including, without limitation, schematic designs any Tenant Improvements that may affect any connection with the fire alarm system and work drawingsthe Building’s HVAC controls) shall be performed by contractors and subcontractors selected by Landlord or approved by Landlord in its sole discretion but at the sole cost and expense of Tenant. Any Landlord shall have the option to retain an architect or independent engineer to review and/or inspect the Tenant’s plans and specifications at any time prior to Landlord’s approval thereof and/or the Tenant Improvements, at all costs reasonable times; Tenant shall be responsible for the fees and expenses associated with the acquisition of cablingsuch architect and engineer, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any not to exceed One and 00/100 Dollars ($1.00) per rentable square foot of the foregoing within Premises. (c) From the Demised Premises or with the project management for the performance of the Initial Improvements Base Building Plans specified above, Tenant shall cause its architect and engineer (collectivelyeach, as approved by Landlord, “SubtenantTenant’s Personal Property Architect” and Services“Tenant’s Engineer”), to prepare and submit to Landlord final architectural and engineering working drawings, mechanical, electrical and plumbing plans, and all other construction documents approved by Tenant (such documents, as approved by Landlord, “Tenant’s Construction Documents”) and generally in accordance with the space plan attached hereto as Exhibit C-l. The selection of Tenant’s Architect and Tenant’s Engineer shall be paid for by mutually agreed to between Landlord and Tenant. Tenant’s Construction Documents shall include: master legend, construction plan, reflected ceiling plan, telephone and electrical outlet layout, finish plan and all architectural details, elevations and specifications necessary to construct the Tenant Improvements. Tenant’s Construction Documents and the Tenant Improvements shall conform to and be in accordance with the sole responsibility Minimum Build-Out Standards set forth on Exhibit C-2. and shall, in any event, use design, construction practices and materials consistent with Comparable Buildings. All of Subtenant. Sublandlord acknowledges Tenant’s plans shall be prepared by Tenant’s Architect, Tenant’s Engineer or a licensed architect and agrees that Subtenant engineer reasonably approved by Landlord and shall be accurate, complete and, in the professional judgment of Tenant’s Architect and Tenant’s Engineer, sufficient to secure the approval of any governmental or quasi-governmental authorities with jurisdiction over the approval thereof (“Authority Having Jurisdiction”). (d) All plans, drawings and other documents ( and changes thereto) shall be prepared in accordance with the requirements set forth on Exhibit C-4 and subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord must respond to submissions within 10 Business Days after Landlord’s receipt thereof; but shall use commercially reasonable efforts to deliver its response within 7 days (other than for the NOC plans) after Landlord’s receipt thereof. Landlord’s approval of a submission shall not constitute either (i) approval of any delay caused by Tenant or a waiver of any right or remedy that may arise as a result of such delay, or (ii) Landlord’s representation that Tenant’s Construction Documents (or changes thereto) are accurate or comply with all Requirements. Any deficiency in design or construction, although the same had prior approval of Landlord, shall be solely the responsibility of Tenant. Within 5 Business Days after the receipt of Landlord’s comments, Tenant’s Architect and Tenant’s Engineer shall make the required modifications (if any) and resubmit 1 full set to remove any Initial Improvements upon Landlord of Tenant’s Construction Documents, initialed by Tenant’s Authorized Representative. Tenant may submit Tenant’s Construction Documents for permitting and Landlord’s approval at the expiration or earlier termination of this Sublease unless the removal is same time. (e) Tenant shall endeavor to expeditiously file all applications, plans and specifications, pay all fees and obtain all permits, certificates and other approvals required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) Authority Having Jurisdiction in connection with the commencement and completion of the Prime LeaseTenant Improvements, and diligently and in good faith pursue same so that all permits and approvals are issued as soon as practicable. If minor modifications are at any time required by government authorities to any such plans or specifications, then Tenant shall make such modifications. Tenant shall obtain a nonresidential use permit (or its equivalent) and all other approvals required for Tenant to use and occupy the Premises and to open for business to the public. Copies of all permits are to be forwarded to Landlord promptly after Tenant’s receipt thereof.