Common use of Base Building Clause in Contracts

Base Building. In accordance with the terms and conditions of this Lease, Landlord shall, at Landlord's sole cost and expense, deliver the Premises and Base Building to Tenant. Subject to Section 1.2 below (pertaining to the initial condition of the Base Building on the applicable Delivery Date), the "Base Building" shall consist of those items which are described in, and the Base Building shall be constructed (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code (as described below)), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar (in terms of the quality and quantity of design and construction) to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion of the Base Building, Landlord and Tenant shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of the Base Building (as reflected on the Base Building Plans). Upon completion of the punchlist, Landlord shall, at Landlord's sole cost and expense, proceed diligently to remedy such items in a professional and workmanlike manner, taking reasonable care in order to minimize any material and adverse interference with the operation of Tenant's business from the Premises; provided, however, that Tenant shall be responsible, at Tenant's sole cost and expense, for the remediation of any items on the punchlist caused by Tenant's acts or omissions. Landlord's remediation of the items on the punchlist shall be deemed Tenant's acceptance of the Premises in the condition existing after such remediation, subject to the other terms and provision of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for the Premises.

Base Building. In accordance Landlord shall complete all of the base building conditions (“Base Building Conditions”) described in Exhibit C attached hereto and made apart hereof on or before April 15, 2002. Landlord shall complete the remainder of the Building shell and all site improvements for the Property in conformance with the terms plans and conditions of this Leasedrawings attached as Exhibit B-3 hereto and made a part hereof (“Site Improvements”) on or before July 1, Landlord shall, at Landlord's sole cost and expense, deliver the Premises and 2002. The Base Building to TenantConditions and Site Improvements are collectively defined herein as the “Base Building”. Subject to Section 1.2 below (pertaining to the initial condition of Landlord shall perform all work in connection with the Base Building on in a good and workmanlike manner. In the applicable Delivery Date), the "Base Building" shall consist of those items which are described in, and the Base Building shall be constructed (and event that Landlord so warrants has failed to Tenant) in material conformance with (but in any event in compliance with Code (as described below)), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar (in terms of the quality and quantity of design and construction) to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possibleSite Improvements by July 1, 2002, then Tenant shall receive an abatement of Rent until the date the Site improvements are substantially completed. Within five (5) days Notwithstanding the provisions of substantial completion this Lease regarding City Delay and other matters requiring City of the Base BuildingLouisville approval, Landlord and Tenant acknowledge that the Colorado Tech Center General Improvement District (CTCGID), which the Building is included within, is required to install an upgraded lift station (“Lift Station”) for the purpose of pumping waste water/sewage away from the Property, prior to issuance of a Certificate of Occupancy by the City of Louisville. In the event the Lift Station is not under construction as of November 15, 2001, Landlord, at its sole cost, shall conduct construct its own waste removal system on the Property (“Ejection System”) in order to obtain final approval – and, at a walk-through minimum, issuance of a Temporary Certificate of Occupancy from the City of Louisville in order to meet the Project Schedule (Exhibit D) and the planned occupancy date as otherwise described in this Lease. In the event the Initial Premises Commencement Date has not occurred on or before April 19, 2002 as a result of the Premises and create failure to obtain a detailed punchlist Temporary Certificate of unfinished items Occupancy due to the lack of the Base Building (as reflected on the Base Building Plans). Upon approval, construction, and/or completion of the punchlistLift Station or the Ejection System as the case may be, Landlord shall, at Landlord's sole cost then from and expense, proceed diligently to remedy such items in a professional and workmanlike manner, taking reasonable care in order to minimize any material and adverse interference with after the operation of Tenant's business from the Premises; provided, however, that Tenant shall be responsible, at Tenant's sole cost and expense, for the remediation of any items on the punchlist caused by Tenant's acts or omissions. Landlord's remediation of the items on the punchlist shall be deemed Tenant's acceptance of the Initial Premises in the condition existing after such remediation, subject to the other terms and provision of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- Tenant shall receive two (2) days of abatement of Rent (as defined in Section 4.02) for the number of days equal to the number of days between April 19, 2002 and the Initial Premises Commencement Date. By way of example, if the Initial Premises Commencement Date occurs on April 25, 2002, then Tenant shall receive an abatement of Rent until May 7, 2002. The parties hereby agree that the amount of any rental abatement which Tenant shall receive pursuant to this section is a reasonable estimation of costs and damages which will be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense incurred by Tenant in the Building and Project at any time discovered during event that the initial term Initial Premises Commencement Date has not occurred by April 91, 2002 as a result of the Lease), and shall comply with applicable building codes and failure to complete the Lift Station or Ejection System. Notwithstanding any other governmental laws, ordinances and regulations which were enacted prior provision of this Lease to the Lease Commencement Date and applicable contrary, in no event shall any period of time related to new construction for unoccupied space, whether processing governmental approvals of the Lift Station or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining Ejection System be categorized as a certificate of occupancy, or its equivalent, for the PremisesCity Delay.

Base Building. In Subject to the terms and conditions of this Work Letter, Tenant hereby accepts the base, shell and core (i) of the Premises and (ii) of the floor(s) of the Building on which the Premises are located (collectively, the “Base Building”), in its current “AS IS” condition existing as of the date of the Lease and the Lease Commencement Date. Tenant shall be entitled to an improvement allowance in the maximum aggregate amount of Two Million Three Hundred Forty-Three Thousand, One Hundred Eighty Dollars ($2,343,180.00) (i.e., $17.50 per rentable square foot of the Premises) (the “Base Building Improvement Allowance”) to be used by Tenant solely to pay for the construction of certain improvements to the Base Building as are more particularly identified in Attachment 1 to this Work Letter (which required improvements are referred to here as the “Base Building Improvement Additions”) . Subject to Landlord’s obligation to pay to Tenant the Base Building Improvement Allowance in accordance with the terms and conditions of this LeaseWork Letter, Tenant shall be solely liable for all soft and hard costs associated with the Base Building Improvement Additions. Except for the Base Building Improvement Allowance and the Tenant Improvement Allowance set forth below, Landlord shall, at Landlord's sole cost and expense, deliver shall not be obligated to make or pay for any alterations or improvements to the Premises and Base Building to Tenantor the Building. Subject to Section 1.2 below (pertaining to For the initial sake of clarity, the base building condition of the Base Building to be delivered by Landlord to Tenant on the applicable Delivery Date), Lease Commencement Date is identified in the "matrix (outlining existing base building conditions of the Base Building" shall consist of those items which , including, inter alia, power, emergency power, lab exhaust, lab air supply and office air supply) attached hereto as Attachment 2 to this Work Letter (the “Base Building Delivery Condition”). ▇▇▇▇▇▇ acknowledges and agrees that Attachment 1 identifies conditions that are described inthe Tenant’s responsibility to install (and, and as such, are expressly not included in Attachment 2 as being included in the Base Building shall be constructed (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code (as described below)Delivery Condition), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which subject to reimbursement to the extent of the Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cablingImprovement Allowance. Landlord agrees acknowledges that the certain of Tenant’s laboratory improvements to a portion of the "base building" which is Premises require additional emergency power, and Landlord commits to work cooperatively with Tenant and its consultants to identify one or more solutions for Tenant’s additional power needs; provided, however, the Phase II cost of designing and installing the Base Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar infrastructure (in terms excess of the quality and quantity of design and construction) to the portion of the Base Building which is Improvement Allowance attributable to Tenant’s additional power needs) to achieve the Phase I Building availability of additional power capacity to the Premises shall be borne solely by ▇▇▇▇▇▇ (not including areas outside i.e., the cost of the Phase I Buildingall upgrades, or the parking facilities). To the extent alterations and/or additions beyond those described in the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion of the Base Building, Landlord and Tenant shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of the Base Building (as reflected on the Base Building Plans). Upon completion of the punchlist, Landlord shall, at Landlord's sole cost and expense, proceed diligently to remedy such items in a professional and workmanlike manner, taking reasonable care in order to minimize any material and adverse interference with the operation of Tenant's business from the Premises; provided, however, that Tenant Delivery Condition shall be responsible, at Tenant's sole cost and expense, for the remediation of any items on the punchlist caused paid solely by Tenant's acts or omissions. Landlord's remediation of the items on the punchlist shall be deemed Tenant's acceptance of the Premises in the condition existing after such remediation, subject to the other terms and provision of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for the Premises.

Base Building. In accordance with Pursuant to the terms and conditions of this the Lease, Landlord shall, at Landlord's sole cost and expense, shall deliver to Tenant the Premises and Base Building following items (sometimes collectively referred to Tenant. Subject to Section 1.2 below (pertaining to the initial condition of the Base Building on the applicable Delivery Date), herein as the "Base Building" shall consist "): (i) the base, shell and core of those items which are described inthe Building; (ii) all base building systems, including without limitation heating, ventilation and air conditioning ("HVAC"), mechanical (including without limitation elevators), electrical, plumbing and telephone (collectively, the "Building Systems"); (iii) the curtain wall; (iv) the structural components of the Building; and the exterior roof of the Building. Delivery of the Base Building shall be constructed (and Landlord so warrants to Tenant) made in material conformance with (but in any event in compliance with Code (as described below))its current, those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shallas- is" condition; provided, among other thingshowever, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of notwithstanding the "base buildingas-is" which is the Phase II Building (not including areas outside nature of the Phase II Building, or the parking facilities) shall be substantially similar (in terms of the quality and quantity of design and construction) to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion Landlord's delivery of the Base Building, Landlord and Tenant agrees that it shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of promptly improve the Base Building (as reflected on the Base Building Plans). Upon completion of the punchlist, Landlord shallBuilding, at Landlord's sole cost and expense, proceed diligently as necessary to remedy such items any defects which are disclosed to Landlord by Tenant in a professional and workmanlike mannerwritten notice delivered not later than thirty (30) days after the earlier of (a) the date on which Tenant discovers the defect, taking reasonable care in order to minimize any material and adverse interference with the operation of Tenant's business from the Premises; provided, however, that Tenant shall be responsible, at Tenant's sole cost and expense, for the remediation of any items on the punchlist caused by Tenant's acts or omissions. (b) Landlord's remediation delivery to Tenant of the items on the punchlist shall be deemed Tenant's acceptance portion of the Premises in which the condition existing after such remediationdefect is located. Moreover, subject Landlord covenants that upon Landlord's delivery to the other terms and provision Tenant of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- each component thereof identified above shall be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), order and shall comply with all applicable building codes and other governmental laws, ordinances and regulations Landlord shall at its expense make any improvements necessary to cause said covenant to be true (regardless of the date on which were enacted prior Tenant notifies Landlord of the need for such improvement). Tenant acknowledges that portions of the Premises are now or have previously been occupied by other tenants, and that upon delivery to Tenant the Lease Commencement Date and applicable to new construction for unoccupied spacePremises may, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at in Landlord's sole costdiscretion, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining include some or maintaining a certificate of all tenant improvements previously installed in connection with such occupancy, or its equivalent, for the Premises.

Base Building. In accordance The base, shell, and core of the Building, including the floors on which the Premises are located (the “Base, Shell, and Core”) have been constructed. Tenant currently occupies the Subleased Space pursuant to the Subleases. Notwithstanding the terms and conditions of the Subleases, Tenant must comply with the terms and conditions of this Lease, Landlord shall, at Landlord's sole cost and expense, deliver Tenant Work Letter with respect to all improvements initially constructed in the Premises and Base Building to Tenant. Subject to Section 1.2 below (pertaining to Subleased Space after the initial condition date of the Base Building on the applicable Delivery Date), the "Base Building" shall consist of those items which are described in, and the Base Building shall be constructed (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code (as described below)), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar (in terms of the quality and quantity of design and construction) to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possibleLease. Within five (5) days of substantial completion after the mutual execution of the Base BuildingLease, Landlord shall deliver the New Space to Tenant. Tenant hereby accepts the Base, Shell and Tenant shall conduct a walk-through Core and the Premises “AS IS” in their existing condition as of the Premises and create a detailed punchlist of unfinished items date of the Base Building Lease, without any modification or alteration by Landlord, provided that (A) Landlord shall be responsible for such modification or alteration which is required in order for the Project to comply with Applicable Laws (including the Americans with Disabilities Act of 1990, as amended (“ADA”)) in effect on the date of the Lease, as such laws are currently interpreted and enforced, and (B) Landlord shall deliver the New Space in the New Space Delivery Condition. Notwithstanding the foregoing, Tenant, as part of the Tenant Improvements (as reflected defined below) shall be responsible for performing the following (collectively, the “HVAC Upgrade Work”) in areas where the existing ceiling is opened up for Tenant Improvements or where existing VAVs are exposed: (i) upgrade the existing VAVs with DDC controls; (ii) clean the existing exterior zone VAV heating coils, and (iii) install ▇▇▇▇▇▇▇▇ circuit setter valves with T & P connections and drain valves on reheat coils to exterior VAV zones (if not already existing). Tenant shall, prior to performance of the Base Building Plans)HVAC Upgrade Work, submit to Landlord, for its reasonable approval, an itemized cost breakdown with quantities and unit prices for the HVAC Upgrade Work. Upon completion of the punchlistHVAC Upgrade Work, provided that Landlord receives the items required by Subparagraphs (i), (ii) and (iii) of Section 2.2.2(a) with respect to the HVAC Upgrade Work, Landlord shallwill reimburse Tenant for Tenant’s actual, at Landlord's sole cost and expense, proceed diligently to remedy such items in a professional and workmanlike manner, taking reasonable care in order to minimize any material and adverse interference with out-of-pocket costs of the operation performance of Tenant's business the HVAC Upgrade Work as defined herein. Such reimbursement shall be separate from the Premises; providedTenant Improvement Allowance and not deducted therefrom. Notwithstanding anything to the contrary herein, howeverin connection with Tenant’s installation of the Tenant Improvements, that Tenant Landlord shall be responsible, at Tenant's sole cost and expense, solely responsible for all costs required to bring the remediation of any items on Project outside the punchlist caused by Tenant's acts or omissions. Landlord's remediation of Premises into compliance with Applicable Laws to the items on the punchlist shall be deemed Tenant's acceptance extent required for occupancy of the Premises in the condition existing after such remediationfor general office use, subject or related to the other terms and provision presence of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and Hazardous Materials not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit introduced by Tenant from obtaining or maintaining a certificate of occupancy, or its equivalentagents, for the Premisesemployees or contractors.

Base Building. In accordance with the terms and conditions of this Lease, Landlord shallhas constructed, at Landlord's its sole cost and expense, deliver the base building (i) of the Premises and Base Building to Tenant. Subject to Section 1.2 below (pertaining to the initial condition ii) of the Base floor of the Building on which the applicable Delivery Date)Premises is located (collectively, the "Base Building" shall consist of those items which are described in, and the "). The Base Building shall be constructed include only the items currently in place in the Premises. Landlord shall also perform the following work (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code (as described below)"Landlord's Work"), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar (in terms of the quality and quantity of design and construction) to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion of the Base Building, Landlord and Tenant shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of the Base Building (as reflected on the Base Building Plans). Upon completion of the punchlist, Landlord shall, at Landlord's its sole cost and expense, proceed diligently to remedy such items in a professional and workmanlike mannerthe Premises: (a) Demolish and/or remove the currently existing tenant improvements in each portion of the Premises other than the restrooms, taking reasonable care including without limitation the removal of the vault currently located in order to minimize any material and adverse interference with the operation of Tenant's business from the Premises; providedand (b) Any work required by any applicable governmental entity for the restrooms located on the twelfth (12th) floor of the Building to comply with the provisions of the Americans with Disabilities Act of 1990 ("ADA") applicable to such restrooms as of the date of the Lease. Notwithstanding the foregoing, howeverTenant acknowledges that the agencies responsible for establishing and administering ADA compliance issues may provide Landlord with certain variances in the event that Landlord compliance with the ADA would create a hardship for Landlord. In this regard, Landlord's references to its agreement to comply with ADA in this Tenant Work Letter and/or in the Lease includes any variances that may be granted by the agencies responsible for establishing and administering ADA compliance issues. Tenant acknowledges that except for Landlord's obligation with respect to code-compliance set forth in this Section l.l(b), Tenant shall be responsibleliable, at Tenant's its sole cost and expense, for the remediation of any items code-compliance work on the punchlist caused twelfth (12th) floor necessitated by, or required in connection with, the construction of the Tenant Improvements. Tenant acknowledges and agrees that, although the demolition and removal work described in (a) above must be performed by Landlord before the Premises are delivered to Tenant for the commencement of its tenant improvement work therein, Landlord may perform any work that may be required pursuant to (b) above during Tenant's acts or omissions. Landlord's remediation construction of the items on Tenant Improvements, and both Landlord and Tenant agree that they will cooperate so as to allow Landlord to perform any such work in the punchlist shall be deemed Tenant's acceptance most efficient and cost-effective manner and with as little interference with the construction of the Premises in the condition existing after such remediation, subject to the other terms and provision of the Lease. The Base Building, Building Structure and Building Systems, shall, Tenant Improvements as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for the Premisesreasonably possible.

Base Building. In accordance with (a) The following items will be supplied and installed as part of the terms and conditions of this Lease, Landlord shallBase Building by Landlord, at Landlord's ’s sole cost and expense: The structural elements of the Building, deliver elevator system, washrooms, fire exit stairways, electrical risers, telephone risers, plumbing risers, sprinkler systems, air distribution system and air handling loop, janitorial closets, telephone closets, electrical closets, primary and secondary electrical, mechanical, fire protection, and life safety systems distribution, and common areas of the Building, all of which shall be in accordance with the as-built plans of the Building, a copy of which has been delivered to Tenant, and shall be in good working order. (b) The Premises and any other area intended for Tenant’s Improvements shall be “broom clean” and free from any debris, with all existing leasehold improvements demolished and removed. (c) Concrete floor slabs shall be patched and smooth, with a deviation of no more than 1/4 inch over 10 feet. Landlord warrants the floor live load to be 80 pounds per square inch. Any corrective work shall be considered Landlord’s Work. (d) All per windows will have Building standard window treatment for thin slat horizontal blinds in standard color to be installed by Landlord after completion of Landlords Work in the Premises. In the event that existing window treatment is to be reused, they must be refurbished to “like new condition.” (e) A fully operational life safety system (with smoke detectors, fire alarm speakers, fire extinguishers and cabinets in common areas, exit lights, and emergency circuitry) unless shown as removed on Tenant’s Plans (as defined below). The trunk automatic sprinkler system shall be installed in the Premises. Landlord shall be responsible for the distribution throughout the Premises. Notwithstanding the above, any existing risers and sprinkler heads shall remain in place unless shown as removed on Tenant’s Approved Space Plans. Any necessary modifications shall be made by Landlord. All testing to be performed by Landlord at Landlord’s expense. (f) The Base Building heating, ventilation and air conditioning system (HVAC) shall comply with the most current version of ASHRAE 62 and ASHRAE 55 with the capacity to provide 72° ±2° year-round temperature. The HVAC system shall include all primary and secondary ductwork including VAV boxes and controls. (g) Except as noted on Tenant’s Space Plans , Landlord shall demolish and remove all existing partitions, improvements, doors, frames, hardware, carpet, interior walls, corridors, ceiling grids/tiles, lights, branch ductwork from VAV boxes to the diffusers, and cabling, and include patching and repair of drywall at perimeter sill, all columns and core walls so that it is ready to receive paint (h) Demising walls (i.e., walls dividing the Premises and Base Building to Tenant. Subject to Section 1.2 below (pertaining to the initial condition from other portions of the Base Building on the applicable Delivery Date), the "Base Building" shall consist of those items which are described in, and the Base Building shall be constructed (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code (as described below)), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilitiesfloor) shall be substantially similar floor to deck, of steel stud with 5/8” drywall board on corridor or exterior side (in terms of the quality and quantity of design and constructioni) All electrical meters necessary to the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion of the Base Building, Landlord and Tenant shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of the Base Building (as reflected on the Base Building Plans). Upon completion of the punchlist, Landlord shall, at Landlord's sole cost and expense, proceed diligently to remedy such items in a professional and workmanlike manner, taking reasonable care in order to minimize any material and adverse interference with the operation of Tenant's business from the Premises; provided, however, that Tenant shall be responsible, at Tenant's sole cost and expense, for the remediation of any items on the punchlist caused by Tenant's acts or omissions. Landlord's remediation of the items on the punchlist shall be deemed Tenant's acceptance of the Premises in the condition existing after such remediation, subject to the other terms and provision of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for measure electrical consumption within the Premises. (j) Water for supplemental 24-hour cooling, if required by Tenant; (k) Completely finished common area lobby areas and hallways in accordance with Landlord’s Finish Schedule. (l) Completely finished common area restroom facilities in accordance with Landlord’s Finish Schedule (m) Water and sewer service shall be furnished to the toilet rooms on the floors of the Premises. One drinking fountain will be provided on the floor. (n) Electrical service shall be provided to panels on the floor(s) of the Premises. General power panels shall have 208 volt circuits with the capacity to provide 6 ▇▇▇▇▇ per square foot and lighting panels 277 volt circuits with the capacity to provide 6 ▇▇▇▇▇ per square foot to the Premises.

Base Building. In accordance The base, shell, and core of the Building (the “Base, Shell, and Core”) have been constructed. Notwithstanding the terms and conditions of subleases (if any) pursuant to which Tenant occupies the Premises, Tenant must comply with the terms and conditions of this Tenant Work Letter with respect to all improvements initially constructed in the Premises after the date of the Amendment. Subject to the terms of the Amendment and the Lease, Landlord shallTenant hereby accepts the Base, at Landlord's sole cost Shell and expense, deliver Core and the Premises and Base Building all existing tenant improvements therein “AS IS” in their existing condition as of the date of the Amendment, without any modification or alteration by Landlord, provided that Landlord shall be responsible for such modification or alteration which is required in order for the Project to Tenant. Subject to Section 1.2 below comply with Applicable Laws (pertaining including the Americans with Disabilities Act of 1990, as amended (“ADA”)) in effect on the date of the Amendment, as such laws are then interpreted and enforced to the initial condition extent it affects Tenant’s occupancy of or Tenant Improvements in the Premises for general office use with a density of one (1) person per 100 rentable square feet. Notwithstanding the foregoing, Tenant, as part of the Base Building on the applicable Delivery Date), the "Base Building" shall consist of those items which are described in, and the Base Building shall be constructed (and Landlord so warrants to Tenant) in material conformance with (but in any event in compliance with Code Tenant Improvements (as described defined below)), those certain plans specified on Schedule 2 attached hereto ("BASE BUILDING PLANS") which Base Building shall, among other things, contain conduit facilities, stubbed to the Building only, ready for the installation of cable television and fiber-optic cabling. Landlord agrees that the portion of the "base building" which is the Phase II Building (not including areas outside of the Phase II Building, or the parking facilities) shall be substantially similar responsible for performing the following (collectively, the “HVAC Upgrade Work”) in terms areas where the existing ceiling is opened up for Tenant Improvements or where existing VAVs are exposed: (i) upgrade the existing VAVs with DDC controls (the DDC controls shall include control panels (PXC panels) to be installed by Siemens Industry, Inc. to enable communication between the VAV box controllers and the existing “Building Energy Management System”); (ii) clean the existing exterior zone VAV heating coils, and (iii) install ▇▇▇▇▇▇▇▇ circuit setter valves with T & P connections and drain valves on reheat coils to exterior VAV zones (if not already existing). Tenant shall, prior to performance of the quality HVAC Upgrade Work, submit to Landlord, for its reasonable approval, an itemized cost breakdown with quantities and quantity of design and construction) to unit prices for the portion of the Base Building which is the Phase I Building (not including areas outside of the Phase I Building, or the parking facilities). To the extent the Base Building is not fully complete on the Lease Commencement Date, Landlord shall use reasonable efforts to fully complete the Base Building as soon thereafter as possible. Within five (5) days of substantial completion of the Base Building, Landlord and Tenant shall conduct a walk-through of the Premises and create a detailed punchlist of unfinished items of the Base Building (as reflected on the Base Building Plans)HVAC Upgrade Work. Upon completion of the punchlistHVAC Upgrade Work, provided that Landlord receives the items required by Subparagraphs (i), (ii) and (iii) of Section 2.2.2(a) with respect to the HVAC Upgrade Work, Landlord shallwill reimburse Tenant for Tenant’s actual, at Landlord's sole cost out-of-pocket costs of the performance of the HVAC Upgrade Work as defined herein, not to exceed (A) Ninety-Three Thousand Seven Hundred Ninety Dollars ($93,790) (equivalent to $5.00 per rentable square foot of Expansion Space A) with respect to the HVAC Upgrade Work pertaining to Expansion Space A, and expense, proceed diligently (B) Forty-One Thousand Eight Hundred Ninety Dollars ($41,890) (equivalent to remedy such items in a professional $5.00 per rentable square foot of Expansion Space B) with respect to the HVAC Upgrade Work pertaining to Expansion Space B. Such reimbursement shall be separate from the Tenant Improvement Allowance and workmanlike manner, taking reasonable care in order to minimize any material not deducted therefrom. Tenant acknowledges that VAV boxes and adverse interference with the operation DDC system are part of Tenant's business from ’s HVAC system within the Premises; provided. Notwithstanding anything to the contrary herein, howeverin connection with Tenant’s installation of the Tenant Improvements, that Tenant Landlord shall be responsible, at solely responsible for all costs required to bring the Project outside the Premises into compliance with Applicable Laws to the extent required for Tenant's sole cost and expense, for the remediation of any items on the punchlist caused by Tenant's acts or omissions. Landlord's remediation of the items on the punchlist shall be deemed Tenant's acceptance ’s occupancy of the Premises in the condition existing after such remediationfor density of one (1) person per 100 rentable square feet and general office use, subject or related to the other terms and provision presence of the Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, EXHIBIT D -1- be in good condition and working order, free of defects (which Landlord shall repair at Landlord's expense and Hazardous Materials not as an Operating Expense in the Building and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the "CODE") at Landlord's sole cost, but only to the extent that Landlord's failure to comply therewith would prohibit introduced by Tenant from obtaining or maintaining a certificate of occupancy, or its equivalentagents, for the Premisesemployees or contractors.