Common use of BASE, SHELL AND CORE Clause in Contracts

BASE, SHELL AND CORE. Landlord has constructed, through its contractor, the base, shell and core of the Expansion Space and of the Building (collectively, the “Base, Shell and Core”), and, except as expressly set forth below, Tenant shall accept the Base, Shell and Core in its current “As-Is” condition existing as of the Expansion Commencement Date. Landlord shall construct in the Expansion Space certain “Tenant Improvements” (as defined below) pursuant to the provisions of this Tenant Work Letter. Except for the Tenant Improvement work described in this Tenant Work Letter, and except as expressly set forth elsewhere in this Work Letter Agreement and in the Lease, Landlord shall not be obligated to make or pay for any alterations or improvements to the Expansion Space, the Existing Premises or the Building; provided, however, that Landlord shall also add HVAC to that portion of the Expansion Space which is not currently serviced by HVAC; provided, further, however, that in the event that, as of the Expansion Space Commencement Date, the Common Areas, the Base, Shell and Core (including the base building HVAC, plumbing, electrical, elevator and mechanical systems serving the Expansion Space), in its condition existing as of such date with regard to the Tenant Improvements (but only with respect to a general office use of space) and based solely on an unoccupied basis, (A) does not comply with applicable laws in effect as of the Expansion Space Commencement Date (including the ADA), or (B) contains latent defects (not caused by Tenant’s acts or omissions), then Landlord shall be responsible, at Landlord’s sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 of the Original Lease) for correcting any such non-compliance to the extent and as and when required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant or otherwise becoming aware of same.

BASE, SHELL AND CORE. Landlord has constructed, through its contractor, previously constructed the base, shell shell, and core (i) of the Expansion Space and (ii) of the floor(s) of the 1200 Building on which the Expansion Space are located (collectively, the “"Base, Shell Shell, and Core”"), and, except and subject to correction of latent defects (as expressly set forth belowdefined in Section 2.3 of the Lease) subsequently discovered, Tenant shall accept the Base, Shell and Core and the Expansion Space in its their current “"As-Is” " condition existing as of the date of the Amendment and the Expansion Space Commencement Date, except as otherwise expressly provided in the Lease and this Tenant Work Letter. Landlord Tenant shall construct install in the Expansion Space certain “"Tenant Improvements” " (as defined below) pursuant to the provisions of this Tenant Work Letter. Except for Landlord's obligation to disburse the Tenant Improvement work Allowance as described in this Tenant Work Letter, and except as expressly set forth elsewhere in this Work Letter Agreement and in the Leasebelow, Landlord shall not be obligated to make or pay for any alterations or improvements to the Expansion Space, the Existing Premises 1200 Building or the Building; providedProject. Notwithstanding anything to the contrary contained herein, howeverLandlord covenants to correct, that Landlord shall also add HVAC to that portion at its sole cost and not as an Operating Expense payable by Tenant, any failure of the existing exterior path of travel for the Expansion Space which is not currently serviced to comply with current codes, including without limitation the Americans with Disabilities Act, as reasonably interpreted by HVAC; provided, further, however, that in the event that, Landlord's architect as of the Expansion Space Commencement Datedate of the Lease, to the Common Areas, extent such correction is reasonably necessary in order to obtain a building permit or a certificate of occupancy for the Base, Shell and Core (including the base building HVAC, plumbing, electrical, elevator and mechanical systems serving Tenant Improvements in the Expansion Space), in its condition existing as of such date with regard to the Tenant Improvements (but only with respect to a general office use of space) and based solely on an unoccupied basis, (A) does not comply with applicable laws in effect as of the Expansion Space Commencement Date (including the ADA), or (B) contains latent defects (not caused by Tenant’s acts or omissions), then Landlord ; provided that nothing contained herein shall be responsible, at Landlord’s sole cost and expense which shall not be included deemed to prohibit Landlord from obtaining a variance or relying upon a grandfathered right in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 of the Original Lease) for correcting any such non-order to achieve compliance to the extent and as and when required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant or otherwise becoming aware of samewith those codes.

BASE, SHELL AND CORE. Landlord has constructed, through its contractor, previously constructed the base, shell shell, and core (i) of the Expansion Space Premises and (ii) of the floor(s) of the Building on which the Premises are located (collectively, the “Original Base, Shell Shell, and Core”), and, except as expressly set forth belowand subject to correction of latent defects subsequently discovered, Tenant shall accept accepted the Base, Shell and Core in its current “As-Is” condition existing as of the Expansion date of the Lease and the Commencement Date. Landlord shall construct Date except as otherwise provided in the Expansion Space certain “Tenant Improvements” (as defined below) pursuant to the provisions of Lease and this Tenant Work Letter. As used in this Tenant Work Letter, a “latent defect” is a construction defect in the Base, Shell and Core existing on the date of the Amendment that is not apparent upon a reasonably diligent inspection of the Premises. At Tenant’s direction, certain demolition and shell construction work was undertaken in the Premises prior to the execution and delivery of the Amendment (the “Preliminary Construction”) the cost of which was paid out of the Tenant Improvement Allowance provided in Exhibit C of the Lease (the “Preliminary Construction Costs”). The Preliminary Construction Costs are described in more detail in the March 20, 2019, correspondence from Harvest Properties to Tenant. The amount of the Preliminary Construction Costs was $564,170.72 (the “Preliminary Construction Costs Amount”). Any reference in this Tenant Work Letter to the “Base, Shell, and Core” shall mean the Original Base, Shell, and Core as modified by the Preliminary Construction and in its current “As-Is” condition existing as of the date of the Amendment, subject to latent defects subsequently discovered. Except for the Tenant Improvement work described in this Tenant Work Letter, and except as expressly Allowance set forth elsewhere in this Work Letter Agreement and in the Leasebelow, Landlord shall not be obligated to make or pay for any alterations or improvements to the Expansion SpacePremises, the Existing Premises Building or the Building; providedProject. Notwithstanding anything to the contrary contained herein, howeverLandlord covenants to correct, that Landlord shall also add HVAC to that portion at its sole cost and not as an Operating Expense payable by Tenant, any failure of the Expansion Space which is not currently serviced existing exterior path of travel for the Premises to comply with current codes, including without limitation the Americans with Disabilities Act, as reasonably interpreted by HVAC; provided, further, however, that in the event that, Landlord’s architect as of the Expansion Space Commencement Datedate of the Lease, to the Common Areas, the Base, Shell and Core (including the base extent such correction is reasonably necessary in order to obtain a building HVAC, plumbing, electrical, elevator and mechanical systems serving the Expansion Space), in its condition existing as permit or a certificate of such date with regard to occupancy for the Tenant Improvements in the Premises; provided that nothing contained herein shall be deemed to prohibit Landlord from obtaining a variance or relying upon a grandfathered right in order to achieve compliance with those codes. Five existing doors on the Premises are currently non-ADA compliant. Landlord, at its cost, shall make such existing doors ADA code compliant. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith (but only with respect to a general office use of space) and based solely on an unoccupied basis, (A) provided it does not comply with applicable laws in effect as materially delay completion of construction of the Expansion Space Commencement Date (including the ADATenant Improvements), including, without limitation, the right to apply for and obtain a waiver or (B) contains latent defects (not caused deferment of compliance, the right to assert any and all defenses allowed by Tenant’s acts law, and the right to appeal any decisions, judgments or omissions)rulings to the fullest extent permitted by law, then Landlord shall be responsible, at and Landlord’s sole cost obligation to perform work or take such other action to cure a violation under this Section shall apply after the exhaustion of any and expense which shall not be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 of the Original Lease) for correcting any such non-compliance all rights to the extent and as and when required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant appeal or otherwise becoming aware of samecontest.