Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant will cause nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s Architect to prepare the Plans plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and Specifications for the Tenant Improvements. Landlord will approve engineers shall respond (with approval or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing to any plan submission by Tenant within ten (10) Business Days 8 business days after receiving themLandlord’s receipt thereof. If Landlord disapproves fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the Plans “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and Specificationsinclude a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant will provide appropriately shall promptly have the plans revised Plans by its architect to incorporate all reasonable objections and Specifications conditions presented by Landlord and shall resubmit such plans to Landlord for Landlord. Landlord’s architects and engineers shall respond (with approval (or disapproval) to any plan re-submission by Tenant within five (5) Business Days on the same basis as set forth above. After 8 business days after Landlord’s approvalreceipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant will submit shall be responsible for all elements of the Plans design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and Specifications for permits the placement of Tenant’s furniture, appliances and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans equipment), and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be required solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, shall reimburse Landlord Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedreasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. After Tenant shall prepare and furnish to Landlord receives for its approval, not to be unreasonably withheld, conditioned or delayed, complete architectural drawings and approves Tenant’s Space Plan specifications and building elevations (the "Plans and Specifications") for the construction of the Building and Other Improvements, incorporating therein the items specified and shown in the "Concept Plans" attached hereto as provided above, Tenant ATTACHMENT "9" within thirty (30) days following the approval of same by the Architectural Review Board of the City of Chico. Landlord agrees that it will cause Tenant’s Architect to prepare approve the Plans and Specifications for Specifications, so long as they are materially consistent with the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Concept Plans and Specifications in writing the requirements of this Lease and delivered to Landlord's architect concurrently therewith, within ten (10) Business Days business days after receiving themreceipt thereof. If Landlord disapproves the Plans and SpecificationsFurthermore, Tenant will provide appropriately revised provided Tenant's Plans and Specifications are approved by the City of Chico, Landlord shall not require Tenant to Landlord for approval (alter its building elevations, standard entrance tower, customer pickup area or disapproval) within five (5) Business Days the use of Alucobond and red trim on the same basis as set forth abovefront exterior of the Building. After Landlord’s approval, Tenant will submit If the Plans and Specifications are not disapproved by Landlord within fifteen (15) days of delivery thereof to Landlord, same shall constitute a Landlord Delay and extended the Commencement Date, day for permits and construction bidsday based on the Landlord Delay. No deviation from the Building Standard will be permitted in the Space Plan or the The Plans and SpecificationsSpecifications shall not be substantially changed by Tenant without the prior written consent of the Landlord, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval consent shall not be unreasonably withheld, conditioned, conditioned or delayed. Any such changes, however, shall comply with the restrictions in this Lease, the Concept Plans and with applicable building codes and other governmental requirements. Notwithstanding anything contained in this Lease to the contrary, in no event, may the Plans and Specifications, as originally prepared or as modified, provide for a building containing greater or less than twenty-three thousand fourteen (23,014) square feet (provided, however Tenant shall be provided a differential of [plus or minus] one percent (1%)), to the nearest square foot, nor for a building with a canopy or facia extending higher than twenty (20) feet above the ground or deeper than twelve (12) feet from the storefront line nor for a building parapet extending higher than thirty-four (34) feet above the ground. In the event that any such change in the Plans and Specifications requested by Tenant requires modifications to the Landlord Work, Tenant shall reimburse Landlord for all additional costs incurred by Landlord as a result of such change including, without limitation, architect's and engineer's fees, within fifteen (15) days of a receipt of a request for such reimbursement, together with reasonably supportive evidence of the amount and payment of such additional costs and shall extend the required completion dates for Landlord Work as set forth in the Construction Schedule to the extent necessary to account for any such requested modifications.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveTenant shall use reasonable efforts to agree upon complete architectural drawings, Tenant will cause Tenant’s Architect to prepare the Plans construction plans and Specifications specifications for the Tenant ImprovementsWork (hereinafter referred to as the "Plans and Specifications"). Tenant shall furnish Landlord with preliminary plans and specifications for the Tenant Work by August 10, 1998, which plans shall comply with building codes of all applicable authorities or agencies having jurisdiction. Landlord agrees that it will approve not unreasonably withhold or disapprove delay approval of the preliminary plans and specifications (specifically describing any reasons for disapproval) upon which approval, such plans and specifications are to be referred to as the "Approved Plans and Specifications Specifications"), provided the same are complete and consistent in writing all respects (including design and materials) with plans for a first-class full service restaurant. Landlord agrees to review Tenant's proposed plans promptly, and to provide Tenant with any required changes within ten (10) Business Days business days after receiving themits receipt of such proposed plans. If Landlord disapproves and Tenant shall use reasonable efforts to accommodate the interests of the other and to agree on final construction plans and specifications. Any modifications to the Approved Plans and Specifications required to comply with local building codes or other governmental requirements shall be prepared at Tenant's expense, and any additional cost of construction occasioned thereby shall be paid by Tenant. During progress of construction, Tenant shall provide Landlord with one copy of all shop drawings for Landlord's records, and copies of all field and job progress reports from Tenant's architect(s). Neither Landlord's approval of the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord nor any other inspections or approvals of the improvements on or about the Premises or plans for approval (construction thereof by Landlord's employees, agents or disapproval) within five (5) Business Days on the same basis inspecting engineers, shall constitute a warranty or representation as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceilingtechnical sufficiency, lightingadequacy, paintingsafety or compliance with laws of the plans, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve structures, any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Buildingof their component parts, or (c) are of a nature any other physical condition or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything feature pertaining to the contrary set forth improvements, it being acknowledged by Tenant that Landlord has made such approvals solely as a landlord in determining and protecting the Leasevalue of its property for internal purposes, Landlord’s approval shall and not be unreasonably withheld, conditioned, or delayedas an expert in construction-related matters.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, Tenant which plans shall be subject to Landlord’s approval, which will cause Tenantnot be unreasonably withheld, and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Lxxxxxxx’s Architect to prepare the Plans and Specifications approval is solely given for the benefit of Landlord, and neither Tenant Improvementsnor any third party shall have the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Landlord will approve or disapprove (specifically describing Lxxxxxxx’s architects and engineers shall respond to any reasons for disapproval) the Plans and Specifications in writing plan submission by Tenant within ten (10) Business Days business days after receiving themLxxxxxxx’s receipt thereof. If Landlord disapproves fails to respond to Txxxxx’s plan submission within such ten (10) business day period, Tenant’s plans shall be deemed approved. In the Plans event Landlord’s architect’s or engineers’ approval of Txxxxx’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and Specificationsinclude a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant will provide appropriately shall promptly have the plans revised Plans by its architect to incorporate all reasonable objections and Specifications conditions presented by Landlord and shall resubmit such plans to Landlord for approval (or disapproval) and Landlord shall respond to Tenant’s resubmission within five (5) Business Days on business days. Such process shall be followed until the same basis as set forth above. After plans shall have been approved by Landlord’s approvalarchitect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant will submit shall be responsible for all elements of the Plans design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and Specifications for permits the placement of Tenant’s furniture, appliances and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans equipment), and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval of Txxxxx’s plans shall be required in no event relieve Tenant of the responsibility for such design. If requested by Txxxxx, Lxxxxxxx’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Lxxxxxxx’s architect, Txxxxx agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Article 4 shall not be unreasonably withheld, conditioned, include an interior designer or delayedspace planner.)

Plans and Specifications. After Landlord receives shall provide Tenant with notice approving or disapproving any proposed plans and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications for the Tenant ImprovementsImprovement Work within the Required Period (defined below) after the later of Landlord’s receipt thereof from Tenant or the mutual execution and delivery of this Agreement. Landlord will approve or disapprove As used herein, “Required Period” means (specifically describing a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any reasons other plans and specifications (including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis of disapproval and the changes that would be necessary to resolve Landlord’s objections. Provided that Tenant’s written request for disapprovalapproval of the construction drawings for the Tenant Improvement Work (or, as the case may be, other plans and specifications thereto), provides as follows in 14 point bold type on the top of the first page of such written request: “LANDLORD’S FAILURE TO RESPOND WITHIN [15][10] BUSINESS DAYS TO THIS REQUEST FOR APPROVAL SHALL BE DEEMED APPROVAL OF THE ALTERATIONS PROPOSED HEREIN”, then Landlord’s failure to respond within the Required Period shall be deemed Landlord’s consent to the proposed Tenant Improvement Work described with reasonable particularity in such written request. Notwithstanding the terms of Section 8 of the Lease to the contrary, if (i) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specificationswhen Tenant requests Landlord’s approval of any Tenant Improvement Work, Tenant specifically requests that Landlord identify any such Tenant Improvement Work that will provide appropriately revised Plans not be required to be removed pursuant to Section 8 of the Lease, (ii) Landlord fails to respond within the stated Required Period, and Specifications to Landlord for approval (or disapprovaliii) within five (5) Business Days on such Tenant Improvement Work is deemed approved in accordance with the same basis as set forth above. After Landlord’s approvalforegoing sentence, Tenant will submit then the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations following provisions shall apply with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.Improvement Work:

Plans and Specifications. After Landlord receives Landlord, at Landlord's sole cost and approves Tenant’s Space Plan as provided aboveexpense, Tenant will cause Tenant’s Architect shall engage XxXxxxxx Xxxxx and Partners to prepare design the Improvements in compliance with all applicable governmental requirements, which design shall be set forth in the Plans and Specifications to be reviewed and approved by Landlord and Tenant. As soon as practicable after execution hereof, Landlord shall prepare or cause to be prepared Plans and Specifications for construction of the Improvements, and shall submit the same to Tenant Improvementsfor approval. Tenant shall have a period of twenty (20) days within which to either approve such Plans and Specifications or to make comments or changes thereon. If Tenant does not respond to Landlord's submission of Plans and Specifications within such twenty (20) day period, Tenant shall be deemed to have approved the same. If Tenant responds by making reasonable comments to the proposed Plans and Specifications, Landlord will approve or disapprove (specifically describing any reasons for disapproval) shall revise the Plans and Specifications in writing accordance with Tenant's comments and resubmit them to Tenant for approval within fifteen (15) business days from the date of receipt of written comments from Tenant. Tenant shall then have ten (10) Business Days after receiving themdays to approve such revised Plans and Specifications. If Landlord Tenant disapproves the Plans and SpecificationsSpecifications and Landlord declines to make changes required by Tenant, Tenant will provide appropriately revised Plans and Specifications may terminate this Lease as a Permitted Termination by giving written notice to Landlord for approval (or disapproval) within five (5) Business Days on business days after receipt of Landlord's written disapproval of such Plans and Specifications. If the same basis Lease is terminated as set forth above. After Landlord’s approvalprovided hereunder, then Tenant will submit shall promptly reimburse Landlord for the actual costs incurred by Landlord in preparing the Plans and Specifications for permits and construction bidsthe Engineering Plans, Landlord and Tenant shall have no further obligations under the terms of this Lease and Tenant shall continue to lease the Original Premises from Landlord pursuant to the terms and conditions of a Lease dated May 1984, as amended. No deviation from the Building Standard will be permitted in the Space Plan or Once the Plans and SpecificationsSpecifications have been approved, provided reasonable deviations with respect no changes to or alterations of the ceilingPlans and Specifications shall be made unless agreed upon by both parties, lightingduly prepared by XxXxxxxx Xxxxx and Partners Architects, painting, flooring and wall covering may be permitted with Landlord’s approvalexecuted by both Landlord and Tenant. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, responsible or delayedliable in any way for any defects in any Plans and Specifications approved by Tenant.

Plans and Specifications. After 2.1 As Tenant has requested, Landlord receives shall employ Symmes, Maini & XxXxx Associates (the “Architect”) and approves Tenantsuch other consultants designated by Landlord from time to time (collectively, the “Consultants”) for preparation of the necessary architectural, mechanical and electrical plans, drawings and specifications pertaining to the Landlord’s Space Plan as provided aboveWork and a mutually agreed upon Construction Schedule for completing the same (the “Construction Schedule”) based upon the Scope of Work (collectively, Tenant will cause Tenant’s Architect the “Plans”). Landlord shall use reasonable efforts to have the Contractor prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing Construction Schedule within ten (10) Business Days after receiving them. If business days following Landlord’s selection of the Contractor (which Landlord disapproves and Tenant acknowledge cannot occur until Landlord and Tenant have agreed upon the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications pursuant to this Section 2.1). Unless the same are delivered by the Architect to Landlord for approval and Tenant simultaneously, within two (2) business days of its receipt of any particular portion of the Plans referenced in Section 2.2 below, Landlord shall deliver such portion of the Plans to Tenant, whereupon Tenant shall have three (3) business days to object to any portion of such Plans as not being in compliance with the terms of this Lease and this Exhibit B. In the event that Tenant notifies Landlord that Tenant reasonably disapproves such portion of the Plans (or disapprovalany revised portion of the Plans required hereunder), Landlord shall cause such portion of the Plans (or any revised portion of the Plans required hereunder) within to be revised and resubmitted to Tenant for Tenant’s review and approval; such process being repeated until Landlord and Tenant have both approved such revised portion of the Plans in final form with respect to that portion of the Plans. Landlord shall promptly make any changes to such portion of the Plans which are required to bring them into compliance; provided, that, any changes to such portion of the Plans shall be subject to Tenant’s review and approval pursuant to this Section 2.1. Upon completion of the entire set of Plans, Landlord shall provide copies of such Plans to Tenant, whereupon Tenant shall have five (5) Business Days on business days to object to any portion of such entire set of Plans as not being in compliance with the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans terms of this Lease and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. this Exhibit B. In the event that LandlordTenant notifies landlord that that Tenant reasonably disapproves of the Plans (or any revised Plans required hereunder), Landlord shall cause the Plans (or any revised Plans required hereunder) to be revised and resubmitted to Tenant for Tenant’s approval review and approval; such process being repeated until Landlord and Tenant have both approved the entire set of Plans in final form. Landlord shall promptly make any changes to the Plans which are required to bring them into compliance; provided, that, any changes to the Plans shall be required in subject to Tenant’s review and approval pursuant to this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSection 2.1.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect Lessee shall submit to prepare Lessor for its approval a complete set of the Plant Layout Plans and Specifications for the Tenant ImprovementsInterconnection Plans, respectively. Landlord will The Plant Layout Plans and the Interconnection Plans shall be consistent in all material respects with the description of the LNG Facility contained on Exhibit "C". Provided that the Plant Layout Plans and the Interconnection Plans are in all material respects consistent with said description, the other provisions of this Lease and all Legal Requirements, Lessor shall not unreasonably withhold its consent to such plans. Lessor shall either approve or disapprove each submittal pursuant to this Section 8.1 as soon as is reasonably practical after receipt of a complete submittal, but in any event within [***] after receipt thereof (specifically describing any reasons and if such submittal is a request for disapprovalan approval of a modification to a previously-approved submittal, within [***] after receipt thereof). Lessor's failure to respond within such [***] period (or such [***] period, as applicable) shall be deemed as its approval of the Plans and Specifications submittal (or modification, as applicable). If Lessor disapproves of the submittal, it shall so notify Lessee in writing within ten said [***] period, (10or [***] period as applicable) Business Days after receiving themand, at the same time, provide Lessee with a reasonably detailed statement of the reasons why such submittal was disapproved. If Landlord disapproves In such latter event, Lessor and Lessee agree to cooperate reasonably with each other in resolving any objections of the other to the submittal or requested revisions. Once the Plant Layout Plans and SpecificationsInterconnection Plans have been approved by Lessor, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be binding on Lessor (absent a misrepresentation by Lessee) and no further approval by Lessor of such plans or Permits shall be required unless such plans are subsequently modified in any material respect, in which case such modifications shall be subject to Lessor's approval in accordance with this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Section 8.1. Lessor shall not be unreasonably withhelddeemed to have incurred or assumed any obligation or responsibility in connection with any aspect of the Plant Layout Plans or the Interconnection Plans, conditionedand nothing in the Project Agreements, nor any act or delayedfailure to act on the part of Lessor, shall be construed as a warranty or representation as to the adequacy or fitness of the LNG Facility or any aspect thereof or a waiver of a claim by Lessor relating to the LNG Facility. Once the Plant Layout Plans and the Interconnection Plans have been approved by Lessor, Lessor and Lessee shall enter into an amendment to this Lease which supplements Exhibit "C" with references to title and date all such approved Plant Layout Plans and Interconnection Plans.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveThe architect for the Tenant Improvements shall be Alliance Architecture (the “Architect”). Tenant shall enter into an architectural contract with Architect with respect to the services to be performed by Architect under this Exhibit D, but the costs with respect thereto are included in the Construction Costs (defined below). By no later than 90 days after the Effective Date of the Lease, Tenant will shall cause Tenant’s the Architect to prepare working drawings in accordance with the Initial Plans and Specifications submit the working drawings to Landlord for approval, which working drawings shall include the detailed plans and specifications for the construction of the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) shall notify Tenant whether it approves of the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) working drawings within five (5) Business Days on the same basis as set forth above. After business days after Landlord’s receipt of the working drawings. If Landlord disapproves of the working drawings, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within five (5) business days after such notice, use commercially reasonable efforts to cause the Architect to revise such working drawings in accordance with Landlord’s reasonable objections and submit revised versions to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three (3) business days after Landlord’s receipt of the working drawings. This process shall be repeated until the working drawings have been finally approved by Landlord. The approved working drawings are referred to herein as the “Final Plans.” The Final Plans for the Tenant Improvements shall not negatively impact the Building’s LEED Gold certification, and shall satisfy green standard requirements for landscaping on all decks. In the event of any dispute between Landlord and Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceilingworking drawings or Final Plans, lighting, painting, flooring and wall covering either party may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform submit the matter to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided arbitration pursuant to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSection 18 below.

Plans and Specifications. After Landlord receives Except as otherwise provided below, there ------------------------ shall be no change in the Plans and approves Tenant’s Space Plan Specifications without Lender's prior written approval, which approval shall not be unreasonably withheld or delayed. Requests for approval shall be submitted on a change order form acceptable to Lender signed by Borrower and, if required by Lender, the project architect and the general contractor (if any), accompanied by working drawings and a written narrative of the proposed change. As conditions to its approval, (a) Lender may require reasonably satisfactory evidence of the cost of the proposed change and the time necessary to complete the proposed change, and (b) to the extent Lender reasonably determines that the proposed change shall result in increased cost, Lender may require Borrower to deposit the reasonable amount of the increased cost into the Borrower's Funds Account in accordance with Section ------- 3.01(b). Borrower acknowledges that this approval process may result in delays ------- and consents to all such delays. Provided that Borrower submits any proposed change order to Lender together with a cover letter specifying that Lender is to reply within fifteen (15) days of its receipt thereof pursuant to this Section ------- 4.05, Lender shall be deemed to have approved such change order if it fails to ---- object in writing within fifteen (15) days of Lender's receipt of any such change order and notice. Upon Lender's request, Borrower, the project architect, and the general contractor (if any), shall initial the copy of the Plans and Specifications delivered to, and approved by, Lender as provided above, Tenant will cause Tenant’s Architect to prepare a true copy of the Plans and Specifications for the Tenant ImprovementsWork. Landlord will approve or disapprove (specifically describing any reasons Borrower shall maintain at all times a full set of working drawings for disapproval) the Work available for inspection by Lender. Notwithstanding the above, Borrower may make minor changes in the Plans and Specifications without Lender's prior written consent unless such change: (i) constitutes a material change in writing within ten the building material or equipment specifications, the architectural or structural design, value, architecture, or quality of any of the Improvements; or (10ii) Business Days after receiving themwould result in an increase in any item of construction cost in excess of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00) for any single change or in excess of FIFTY THOUSAND AND NO/100THS DOLLARS ($50,000.00) for all such changes in such items of construction cost; or (iii) would affect the structural integrity, quality of building material or equipment or overall efficiency of operating systems or utility systems of the Improvements; or (iv) requires the approval (which has not been given as of the date of any such change) of any Governmental Agency or any other person or entity. If Landlord disapproves Notwithstanding the Plans and Specificationsforegoing, Tenant will provide appropriately revised Borrower shall submit all proposed changes to the Plans and Specifications to Landlord for approval Lender at least fifteen (or disapproval15) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect days prior to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s commencement of construction relating to such proposed change whether or not any such change is subject to Lender's approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications and Working Drawings ------------------------ sufficient for the construction of the Tenant ImprovementsImprovements to be installed in the Premises (the "Drawings") shall be prepared by Tenant's Architect ("Architect") and submitted to Landlord. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days business days after receiving themDrawings have been delivered to Landlord, Landlord shall reasonably approve or disapprove the preliminary plans and specifications, provided Landlord shall specify in writing any objections it shall have to the Drawings. If Landlord fails to disapprove the Drawings, within fifteen (15) business days after delivery thereof to Landlord, the Drawings shall be deemed approved. If Landlord reasonably disapproves the Plans Drawings, Landlord shall, in its notice of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and SpecificationsTenant shall disagree on any aspect of the Drawings, Landlord and Tenant will provide appropriately meet and promptly attempt to resolve any differences. Architect shall revise the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and Tenant, and resubmit the revised Plans and Specifications Drawings until the parties are able to Landlord for approval (or disapproval) within five (5) Business Days agree on the same basis as set forth abovefinal form of Drawings. After Landlord’s approval, Tenant The parties will submit agree on the Plans and Specifications for permits and construction bids. No deviation from final form of Drawings within twenty (20) business days of the Building Standard will be permitted in the Space Plan or the Plans and Specificationsdate of Architect's initial submittal, provided reasonable deviations with respect in any and all events Landlord shall have at least three (3) business days to review and respond to the ceiling, lighting, painting, flooring final version of the Drawings. The working drawings and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations specifications which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval have been approved by Landlord and Tenant are hereinafter referred to as the "Approved Working Drawings." At the time of any deviation constitutes an acknowledgment by final approval of the Working Drawings, Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In shall specify which of the event that Landlord’s approval improvements shown on the Working Drawings shall be required in this to be removed by Tenant Improvements Agreementat Tenant's sole cost, then notwithstanding anything to upon the contrary set forth in expiration of the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedTerm and/or surrender of the Premises.

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications (“Plans”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s Space Plan contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as provided abovedescribed in Article 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration. Landlord shall respond to any request for approval of Tenant’s plans and specifications for Alterations within 15 Business Days after such request is made. In addition, Landlord agrees to respond to any resubmission of such plans and specifications within 15 Business Days after resubmission to Landlord. If Landlord fails to respond to Tenant’s request within 15 Business Days, Tenant will cause shall have the right to provide Landlord with a second request for approval (a “Second Request”), which shall specifically identify the plans and specifications to which such request relates, and set forth in bold capital letters the following statement: LANDLORD MUST COMPLETE ITS REVIEW AND APPROVE OR DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE. FAILURE BY LANDLORD TO DO SO WILL BE DEEMED TO BE LANDLORD’S APPROVAL OF SUCH PLANS AND SPECIFICATIONS. If Landlord fails to respond to a Second Request within 5 Business Days after receipt by Landlord as Tenant’s Architect sole and exclusive remedy the plans and specifications previously submitted to prepare Landlord and identified in the Plans and Specifications for Second Request shall be deemed to be approved by Landlord. As used herein, the Tenant Improvements. Landlord will term “respond” shall mean approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specificationsand, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or case of any disapproval, the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalreasons therefor. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.)

Plans and Specifications. After Landlord receives Within thirty days after the execution hereof, Concessionaire shall submit to the Authority for its approval proposed plans and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications for the Tenant construction of the leasehold improvements to be made to the Premises, and for the equipment, fixtures and furnishings to be installed in or placed upon the Premises by Concessionaire (such leasehold improvements, and said equipment, fixtures and furnishings to be referred to hereinafter as "Concessionaire's Improvements"). Landlord will approve or disapprove (specifically describing any reasons for disapproval) Said plans and specifications shall conform to the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on description of the same basis which appears in the Proposal as set forth abovemodified by the layout plan of the parties dated ________, 1997, said plans and specifications shall call for first-class materials and construction, and said plans and specifications shall be coordinated with the design and appearance of the new retail merchandise facilities to be constructed in the Terminal Building. After Landlord’s approvalThe Authority shall have the right to require such changes, Tenant if any, in such plans and specifications, as the Authority shall deem necessary or desirable in its reasonable judgment, including, without limitation, changes (i) to correct errors or supply missing information, (ii) to comply with applicable building codes, health and safety regulations or other legal requirements or (iii) to make the proposed facilities conform more closely with the Concessionaire's Proposal as modified in the manner described hereinabove, or more suitable for the services which Concessionaire is obligated to provide hereunder, or more compatible with the remainder of the Terminal Building. The Authority shall, within thirty days after its receipt of the proposed plans and specifications from the Concessionaire, notify the Concessionaire of the changes thereto, if any, which will be required by the Authority hereunder and Concessionaire shall make such changes within thirty days thereafter and submit the Plans revised plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect specifications to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedAuthority.

Plans and Specifications. After Landlord receives shall submit to Tenant a complete set of the proposed construction plans, working drawings, and approves Tenantspecifications (the “Plans”) prepared at Landlord’s Space Plan as provided above, sole cost and expense. Tenant will cause Tenant’s Architect shall be allowed fifteen (15) days within which to prepare examine the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by advise Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that LandlordTenant’s approval shall be required in this Tenant Improvements Agreementor disapproval of the same; provided, then notwithstanding anything to the contrary set forth in the Leasehowever, LandlordTenant’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed. The failure of Tenant to advise Landlord within such fifteen (15) day period shall be deemed to constitute the approval of the Plans by Tenant as of the fifteenth (15th) day following Tenant’s receipt of the Plans. If Tenant shall have a reasonable basis for disapproval of any portion of the Plans, Tenant shall give Landlord its reasons therefor in writing within said fifteen (15) day period and, provided said changes are reasonable, Landlord shall cause the Plans to be revised so as to meet Tenant’s reasonable objections. Landlord shall submit the revised Plans to Tenant within fifteen (15) days after receipt of Tenant’s reasons for disapproval of the Plans. Within fifteen (15) days after Tenant’s receipt of the revised Plans, Tenant shall advise Landlord in writing of its approval of the revised Plans or notify Landlord of any additional objections. Landlord and Tenant and General Contractor shall use good faith efforts to resolve any dispute regarding revisions to the Plans in an expeditious manner to the mutual satisfaction of Landlord and Tenant; provided however, in the event a dispute cannot be so resolved, Landlord’s architect and an architect selected by Tenant shall agree upon a resolution to said dispute and the resolution shall be binding upon Landlord and Tenant. The Plans which have been approved by Tenant are referred to as the “Approved Final Plans and Specifications.” Landlord shall have the right to make changes in the Approved Final Plans and Specifications (subject to Tenant’s further review and approval of same as provided above and which approval shall not be unreasonably withheld) in which event, to the extent said changes cause Construction Costs to exceed the Construction Cap, Landlord shall pay the amount by which the total additional cost related to such changes exceeds any savings resulting therefrom. Tenant shall be responsible, at Tenant’s sole cost and expense, for any change orders requested solely by Tenant or any governmental permitting authority. Tenant shall have the right to make changes in the Approved Final Plans and Specifications in which event, to the extent said changes cause Construction Costs to exceed the Construction Cap, Tenant shall pay the amount by which the total additional cost related to such changes exceeds any savings resulting therefrom as provided in subsection 4.1.3. Landlord shall, at Landlord’s sole cost and expense outside the Construction Cap, pay any architectural or engineering fees, costs or expenses associated with: (i) preparation of the Approved Final Plans and Specifications, (ii) any independent architectural inspection of the Construction, if any, and (iii) preparation of the site and civil engineering drawings, all as a part of Landlord’s Work, Landlord shall pay such amounts directly to the architectural or engineering firm responsible for plan preparation.

Plans and Specifications. After Landlord receives The Tenant agrees to prepare, at the ------------------------ Tenant's sole cost and approves Tenant’s Space Plan as provided aboveexpense, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications preliminary plans for the construction and layout of the improvements which the Tenant Improvementsdesires to have performed in the Premises. Notwithstanding the foregoing, the Landlord will shall pay the Architectural Improvement Allowance to the Tenant within thirty (30) days of presentation of an invoice for the engineered mechanical and electrical architectural drawings in an amount at least equal to the amount of the Architectural Improvement Allowance to the Landlord, provided however, that the Architectural Improvement Allowance shall not be paid prior to the Landlord's approval of Tenant's Plans (as hereinafter defined). The Tenant shall submit the Tenant's preliminary plans to the Landlord for Landlord's approval no later than June 30, 1995 (the "Preliminary Plans Submission Date"), and the Landlord shall either approve or disapprove Tenant's preliminary plans within three (specifically describing any reasons 3) business days following the date of submission. At the Tenant's sole cost and expense, the Tenant shall cause Tenant's preliminary plans to be revised in a manner sufficient to remedy the Landlord's objections and/or respond to the Landlord's concerns and for disapprovalsuch plans, including engineered mechanical and electrical drawings ('Tenant's Plans') to be redelivered to the Landlord in no event later than July 7, 1995 ("Final Plans Submission Date") and Specifications the Landlord shall either approve or disapprove Tenant's revised plans within three (3) business days following the date of submission. Time is of the essence with respect to the preparation and submission of Tenant's Plans. Tenant's Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer being subject to the Landlord's approval, and shall comply with all applicable laws, ordinances and regulations (including, without limitation, the applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) and shall be in writing within ten (10) Business Days after receiving thema form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord has heretofore been furnished early drafts of Tenant's preliminary plans and, provided Tenant's preliminary plans furnished under this Exhibit B are consistent therewith, the Landlord shall not unreasonably withhold its consent thereto. If Tenant's Plans shall not be approved by the Landlord disapproves by July 12, 1995 (the "Final Plans Date"), the Landlord shall have the right, without limitation of other rights or remedies, to terminate this Lease by giving notice thereof to the Tenant at any time after the Final Plans Date, provided, however, and Specificationssubject, nevertheless, to the provisions set forth in Section 5 hereof, that the Tenant will provide appropriately revised Plans and Specifications may elect to defer the effective termination date by notice given to the Landlord for approval (or disapproval) within five (5) Business Days days of Landlord's notice of termination, provided, further, that such notice by the Tenant shall contain an indication of the reasonable likelihood of the Tenant's Plans being approved by the Landlord prior to the effective termination date, as deferred. Upon such termination, this Lease shall cease and come to an end in accordance with the terms of such notice and without further obligation or liability on the same basis part of either party, except as set forth above. After Landlord’s approval, follows: The Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect shall pay to the ceilingLandlord the damages suffered by the Landlord by reason of such termination including, lightingwithout limitation, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything amount equal to the contrary set forth Landlord's out-of-pocket expenses incurred in the connection with this Lease, Landlord’s approval shall not including, without limitation, brokerage and legal fees, together with any amount required to be unreasonably withheldpaid pursuant to Section 4 below, conditioned, or delayedthrough the effective termination date.

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications (“Plans”) of each proposed Alteration (other than Cosmetic Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and reasonably approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any governmental authorities, and (iii) furnish to Landlord duplicate original policies or certificates of insurance (by Tenant, and Tenant’s Space Plan contractors and subcontractors in connection with such Alteration), which insurance shall include Commercial General Liability insurance, Business Auto Liability, “All-Risk” Builder’s Risk insurance upon the entire Alteration to the full insurance value thereof, and Worker’s Compensation Insurance and Employer’s Liability Insurance, all issued by insurers and having coverage amounts which are reasonably satisfactory to Landlord), naming Landlord Insured Parties as provided above, Tenant will cause Tenantan additional insured (excluding Employer’s Architect to prepare the Plans Liability and Specifications for the Tenant ImprovementsWorker’s Compensation Insurance). Landlord will approve shall advise Tenant of Landlord’s approval or disapprove (specifically describing disapproval of the Plans, or any reasons for disapproval) the Plans and Specifications in writing of them, within ten (10) Business Days days after receiving them. If Landlord disapproves receives the Plans from Tenant. Tenant shall revise the Plans to meet Landlord’s documented objections, if any, and Specifications, Tenant will provide appropriately revised resubmit the Plans and Specifications to Landlord for approval (or disapproval) within five (5) its review and approval. This review process shall continue until Landlord has approved the Plans. Tenant shall give Landlord not less than 5 Business Days on the same basis as set forth above. After Landlord’s approvalDays’ notice prior to performing any Cosmetic Alteration, Tenant will submit the which notice shall contain a description of such Cosmetic Alteration and Plans and Specifications for permits and construction bidseach Cosmetic Alteration. No deviation from the Building Standard will changes (except de minimis changes) shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect made to the ceilingTenant’s Plans without the prior written approval of Landlord, lighting, painting, flooring and wall covering may to be permitted granted or withheld in accordance with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary standard set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSection 9.1(a) above.

Plans and Specifications. After (a) Landlord receives shall retain an architect selected by Landlord in consultation with Tenant ("ARCHITECT") for the preparation of preliminary and approves final working architectural and engineering plans and specifications for the Tenant Improvements ("FINAL PLANS AND SPECIFICATIONS") based upon the space plans attached hereto as EXHIBIT B-1. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than five (5) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to give under this EXHIBIT B. The Final Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 8 below) because, in Landlord's reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect the Systems, the structure of the Building or the safety of the Building and/or its occupants; (b) impairs Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) adversely affects another tenant's premises within the Project or such other tenant's use and enjoyment of such premises; (h) is prohibited by any Encumbrance or Private Restrictions; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (j) is not, at a minimum in accordance with Landlord's building standards. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord's performance, supervision or monitoring of the Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the adequacy of the design for Tenant’s Space Plan 's intended use of the Premises. Except as provided aboveotherwise set forth in this Lease, Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-2. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will cause obtain subcontractor trade bids and furnish a cost breakdown to Tenant’s Architect . In the event the estimated Tenant Improvements Cost (hereafter defined in Paragraph 6), based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 5) plus any amounts which Tenant desires to prepare pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 7) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised, at Tenant's cost and expense. Any such revisions shall be subject to Landlord's approval in accordance with this Paragraph 3, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the The amended Final Plans and Specifications shall be approved by Tenant (in writing within ten writing, if requested by Landlord) not later than five (105) Business Days days after receiving themLandlord's request therefor. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised shall thereafter submit such amended Final Plans and Specifications to Landlord its contractor and subcontractor for approval (or disapproval) within five (5) Business Days re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the amended Final Plans and Specifications for permits and construction bidsthe reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 7. No deviation from the Building Standard will be permitted in the Space Plan Tenant's failure to approve or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve disapprove any deviations matters which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in entitled to approve or disapprove pursuant to this Tenant Improvements Agreement, then notwithstanding anything Paragraph 3 shall be conclusively deemed to the contrary set forth in the Lease, Landlord’s be approval shall not be unreasonably withheld, conditioned, or delayedof same by Tenant.

Plans and Specifications. After Landlord receives Said improvements shall be constructed ------------------------ and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect completed in accordance with final working plans and specifications to be prepared in the following manner: Lessee agrees to prepare and furnish preliminary plans and specifications, it being understood that said preliminary plans and specifications will follow the Plans and Specifications for general description of said improvements hereinbefore set forth. In order to meet the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis anticipated Commencement Date as set forth abovein Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans, specifications and company standard details within 30 days after execution of this lease. After Landlord’s approvalFor every day which Lessee -- is in delayed after the expiration of said 30 days, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary date set forth in -- Section 1.03.d above shall be extended another day. Lessor shall have the Leaseright to omit or modify any item or detail in Lessee's preliminary plans and specifications if Lessor, Landlord’s approval in Lessor's reasonable judgment, determines that the construction or installation of such detail or item is impractical. No later than 30 days after receipt of -- Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. It is expressly understood and agreed that said final working plans and specifications shall not be unreasonably withhelddeviate from, conditionedand shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or delayedunless Lessor in Lessor's reasonable judgment determines that any detail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, said final plans and specifications shall be submitted to Lessee for Lessee's written approval before construction work is commenced, but such approval, if given, shall not relieve Lessor of the responsibility of constructing structurally sound improvements free from defects. Lessee agrees to notify Lessor in writing of its approval or disapproval of the final plans and specifications within thirty (30) days after they have been received by Lessee.

Plans and Specifications. After Within forty-five (45) days following the date of this Lease, Tenant shall prepare and submit to Landlord receives for its approval construction drawings, plans and approves specifications for all improvements to the Initial Premises necessary or appropriate for the lawful occupancy thereof by Tenant for the Permitted Use, and within twenty (20) Business Days prior to the planned commencement of construction of the Expansion Space. Without limiting the generality of the foregoing, such construction drawings, plans and specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, all necessary drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air-conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Initial Premises or Expansion Space, as applicable. The term “Premises,” as used in this Exhibit C, shall refer collectively to the Initial Premises and the Expansion Space. Landlord may require that Tenant include in its design of the Premises the building standard suite entry doors specified on Exhibit ”C-2” hereto; otherwise Landlord’s approval of Tenant’s Space Plan construction drawings, plans and specifications shall not be unreasonably withheld or delayed. Such construction drawings, plans and specifications, once approved by Landlord, are referred to herein and throughout this Lease as provided above, the “Plans and Specifications”. Tenant will cause Tenant’s Architect shall not make any modification to prepare the Plans and Specifications for without first submitting the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications proposed modification to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After and obtaining Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedwritten consent thereto.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications shall be solely responsible for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans preparation and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications submission to Landlord for approval of the architectural, electrical, mechanical and plumbing construction design drawings, construction plans and specifications required to permit, construct and complete the TIW (or disapprovalcalled "TIW Plans") within five (5) Business Days on and all and all other information required by Landlord and the same basis as set forth aboveGeneral Contractor necessary to perform the TIW. After Landlord’s approval, Tenant will submit the The TIW Plans and Specifications for permits and construction bids. No deviation from the Building Standard will shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect subject to the ceiling, lighting, painting, flooring approval of Landlord's architect and wall covering may be permitted engineers and shall comply with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform their requirements to applicable codes, ordinances avoid aesthetic or other conflicts with the design and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are function of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No If requested by Xxxxxx, Xxxxxxxx's architect will prepare the TIW Plans necessary for the TIW at Tenant's cost. Whether or not the TIW Plans are prepared with the help (in whole or in part) of Xxxxxxxx's architect, Xxxxxx agrees to remain solely responsible for the preparation and submission of the TIW Plans and all costs related thereto. Xxxxxx has assured itself by direct communication with the architect and engineers (Landlord's or its own, as the case may be) that the Final Plans can be delivered to Landlord on or before the Final Plans Date, provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and when requested by them and Landlord responds with its approval by Landlord or disapproval of the TIW Plans and any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In revisions to the event that Landlord’s approval shall be required TIW Plans within the periods specified in this Section 3.2; and Tenant Improvements Agreementcovenants and agrees to cause said Final Plans to be delivered to Landlord on or before Final Plans Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the TIW Plans before the Final Plans Date. Time is of the essence in respect of the preparation and submission of plans by Xxxxxx and Xxxxxxxx's response to each submission of the TIW Plans or the revised TIW Plans by Xxxxxx. The TIW Plans shall require Landlord's approval, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval which shall not be unreasonably withheld, delayed or conditioned. Landlord shall give Tenant notice, in reasonable detail, of any reasonable objections or concerns Landlord may have with respect to any TIW Plans or revised TIW Plans within 7 business days after Landlord's receipt of TIW Plans or revisions, and if Landlord does not give such notice within the aforesaid 7-business day period, Landlord shall be deemed to have approved the TIW Plans in question. Landlord shall not be deemed unreasonable for withholding approval of plans which (i) involve or might affect any structural element or exterior element of the Building or any portion thereof, or delayed(ii) might, in Landlord's reasonable opinion, materially adversely affect the value of the Building or any portion thereof, or (iii) might materially adversely affect the proper functioning of the Building systems. If Landlord reasonably and timely objects to the TIW Plans, or any portion thereof, Tenant shall cause the TIW Plans to be revised in a manner sufficient to remedy Landlord's reasonable objections and respond to Landlord's reasonable concerns and redelivered to Landlord as soon as reasonably possible after Xxxxxx's receipt of Landlord's notice of objection (Tenant hereby agreeing to use best efforts to respond within five (5) business days). The aforesaid process shall be repeated until the plans are approved by Landlord. The final TIW Plans approved by Landlord shall be called the "Final Plans." Tenant shall use diligence to submit revised TIW Plans and both parties shall cooperate to diligently complete the Final Plans by the Final Plans Date. Landlord shall cause the TIW to be completed, in accordance with this Lease, by Erland Construction (the "General Contractor") and by subcontractors selected and engaged by Landlord and the General Contractor. Landlord shall cause the General Contractor to obtain competitive bids for the TIW from at least three subcontractors for each major trade of work involved in the TIW. Tenant shall have the right to specify one subcontractor reasonably acceptable to Landlord to participate in such competitive bidding for each such trade. One of the three subcontractors shall employ non-union labor, unless no such subcontractor is available to perform any particular trade. Landlord shall cause the General Contractor to accept the lowest qualified bid submitted for each such trade unless such bid fails to conform to the Final Plans or the requirements of this Lease. Within 10 business days after the date of the delivery of Final Plans to Landlord, Landlord shall provide to Tenant a written summary (the "Cost Proposal") of the cost of the TIW, based on the Final Plans. The Cost Proposal (and any revisions thereto) shall include such reasonable supporting documentation as Tenant shall reasonably require to confirm the accuracy of the calculation of Tenant's Share (as hereinafter defined) and compliance with the terms of this Lease. Tenant shall give written notice to Landlord of any disapproval of the Cost Proposal, together with reasons for such disapproval, within five business days after receiving the Cost Proposal from Landlord. Tenant shall not unreasonably withhold or condition its approval of the Cost Proposal. If Tenant fails to deliver such notice of disapproval to Landlord within such five-business-day period, Tenant shall be deemed to have approved the Cost Proposal. If Tenant reasonably disapproves the Cost Proposal within such five-business-day period, Tenant shall revise the Final Plans within such 5-day period, subject to Landlord's approval, which shall not be unreasonably withheld, delayed or conditioned. Within 5 business days after Xxxxxx's submitting of the revised Final Plans, Landlord shall submit a revised Cost Proposal to Tenant based on the revised Final Plans and shall then be released to commence the TIW. Tenant and Landlord agree to hold weekly project meetings with the architect and contractor commencing fourteen (14) days after the date this Lease is executed. In calculating the costs of Xxxxxxxx's Work for the purpose of determining Tenant's Share (the "Contract Price"), such costs shall include only the sum of (i) fees and expenses paid to architects and engineers in connection with the preparation and revision of the Final Plans, (ii) the total of all bids from subcontractors accepted by the General Contractor in accordance with this Lease (the "Hard Costs"), (iii) a charge for the General Contractor's general conditions (equitably allocated to the TIW) not to exceed ten (10%) percent of the Hard Costs (the "General Conditions") and a fee equal to 5% of the sum of the Hard Costs PLUS the General Conditions, and (iv) a fee payable to Nordblom Development Company on account of the management of Landlord's Work equal to 3% of the sum of the Hard Costs, PLUS the General Conditions, PLUS the General Contractor's fee. Landlord shall complete Landlord's Work at its sole expense, subject to reimbursement by Tenant of the amount ("Tenant's Share") by which the Contract Price, as specified in the Cost Proposal (subject to increases or decreases under the next paragraph), exceeds the Allowance. If, after the Cost Proposal has been approved by Landlord and Tenant, Tenant requests any changes or substitutions to the Final Plans, all such changes shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned. Before implementing any such change or substitution, Landlord shall prepare and deliver to Tenant, for Tenant's approval, a change order, on the form attached to this Lease as Exhibit D, setting forth any increase or decrease in the Contract Price resulting from such change. If Tenant fails to approve such change order within five business days after receiving it from Landlord, Tenant shall be deemed to have withdrawn its request. If Tenant approves such change order, Landlord shall make the requested change or substitution to Landlord's Work and shall revise the Cost Proposal if necessary. Landlord shall cause its General Contractor to retain until ninety (90) days after the substantial completion of the Leasehold Improvements complete and accurate financial records with respect to all costs and expenses incurred in connection with the performance of the Landlord's Work, and Tenant shall have the right to inspect such records during normal business hours for the purpose of verifying such costs. Tenant shall pay to Landlord 50% of Tenant's Share, determined in accordance with the final Cost Proposal approved by Landlord and Tenant (the "First Payment"), within ten business days after receiving such Cost Proposal. On the Commencement Date, Tenant shall pay to Landlord a sum equal to 90% of Tenant's Share, determined in accordance with such Cost Proposal, as increased or decreased by any change orders, less the amount of the First Payment. Any contrary provision of this Lease notwithstanding, until completion of all Punch List Items, Tenant shall have the right to retain a sum equal to ten percent of Tenant's Share. Tenant shall pay Landlord such retained sum within 30 days after the completion of all Punch List Items.

Plans and Specifications. After Landlord receives Lessee, at its sole cost and approves Tenant’s Space Plan as provided aboveexpense, Tenant will cause Tenant’s Architect to prepare the Plans shall provide Lessor with detailed plans and Specifications specifications for the Tenant Improvements that it intends to construct on the Premises (collectively “Lessee’s Improvements”). Xxxxxx agrees to work with Xxxxxx and coordinate the location, construction and operation of Lessee’s Improvements. Landlord will approve or disapprove (specifically describing Prior to any reasons for disapproval) the Plans construction of Lessee’s Improvements, all such plans and Specifications specifications and any amendments thereto must be approved in writing within ten by the Board’s designee (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications“Approved Plans”), Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, withheld or delayed. Lessor shall have twenty (20) days after actual receipt of any of the proposed plans or changes thereto (evidenced by written receipt thereof signed by the Board’s designee) in which to approve any such proposed plans or changes thereto in writing. Such proposed plans or changes thereto shall be deemed approved by Lessor if Lessor has not provided written disapproval thereof to Xxxxxx within said 20-day period. Approval of plans and specifications by Lessor shall not constitute an assumption of any responsibility by Lessor for their accuracy or sufficiency or conformity with applicable laws, and Lessee shall be solely responsible for such plans and specifications. During the Term of the Lease or any Renewal Term, Lessee shall also obtain Lessor’s prior written approval of any substantial changes or additions to the Premises or Lessee’s Improvements that exceed Ten Thousand and 00/100 Dollars ($10,000.00) or that change the structure, roof, footprint or facade of the School Building (“Subsequent Lessee Improvements”). All Subsequent Lessee Improvements that are part of any one project shall be aggregated together to determine whether they, taken together, exceed the Ten Thousand and 00/100 Dollar ($10,000) threshold. Provided however, if any such proposed Subsequent Lessee Improvements do not exceed Ten Thousand and 00/100 Dollars ($10,000.00) and do not change the structure, roof, footprint or facade of the School Building (or if such proposed changes are required on an emergency basis in order to address life and safety issues as required by law), then Lessee shall only be obligated to notify Lessor prior to the commencement of construction for such Subsequent Lessee Improvements and shall not be required to obtain Lessor’s prior written approval. All of the other requirements herein that apply to Lessee’s Improvements shall also apply to Lessee’s Subsequent Improvements. The Board’s designee to approve plans and specifications proposed by Lessee shall be: Department of Facilities With a copy to: Xxxxxx Xxxxxxxxxx, LEED AP Xxxxxx Xxxxx Director of Operations - Facilities Director of Real Estate Chicago Public Schools Chicago Public Schools E-mail: xxxxxxxxxxxx0@xxx.xxx E-Mail: xxxxxxx0@xxx.xxx Cell: (000) 000-0000 Cell: (000) 000-0000 Office: (000) 000-0000 With a copy to: Xxxx Xxxxx, AIA/NOMA/NCARB CPS DIR. of Planning & Design, 000-000-0000 o / 000-000-0000 c Office: (000) 000-0000 xxxxxx00@xxx.xxx For this Section 4.3, the Board may change its designee and contact information by written notice as provided herein to Lessee by e-mail.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveAt any time during the term of the Lease with respect to the Expansion Space, Tenant will cause Tenant’s Architect shall prepare and deliver to prepare the Plans Landlord preliminary plans and Specifications specifications for the Expansion Space TIs to be constructed by Landlord in the Expansion Space ("Preliminary Plans"). Within fifteen (15) days following delivery of the Preliminary Plans, Landlord shall approve such Preliminary Plans or deliver to Tenant ImprovementsLandlord's objections to such Preliminary Plans. Landlord will approve or disapprove (specifically describing any reasons for disapproval) shall not unreasonably withhold its approval of the Plans and Specifications in writing within ten (10) Business Days after receiving themPreliminary Plans. If Landlord disapproves the Preliminary Plans, then the parties shall confer and negotiate in good faith to reach agreement on the Preliminary Plans. As soon as the Preliminary Plans are approved by Landlord and SpecificationsTenant, and within thirty (30) days thereafter, Tenant will provide appropriately revised shall prepare final plans, specifications and working drawings for the Expansion Space TIs ("Final Plans") that are consistent with and are logical evolutions of the Preliminary Plans approved by the parties and Specifications shall deliver the same to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s its approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld. If Tenant's Preliminary Plans or Final Plans show work requiring a modification or change to the Building shell, conditionedLandlord shall not be deemed unreasonable if it disapproves such Preliminary Plans or Final Plans, or if it conditions its consent to such Preliminary Plans or Final Plans upon Tenant paying to Landlord, prior to the commencement of construction of the Expansion Space TIs, the full cost of modifying or changing the Building shall as required by such Preliminary Plans or Final Plans. If Landlord disapproves the Final Plans, Landlord shall notify Tenant of Landlord's objections within fifteen (15) days after receipt thereof. If Landlord disapproves the Final Plans, the parties shall confer and negotiate in good faith to reach agreement on such disapproved items. As soon as Landlord and Tenant agree upon the Final Plans, a representative of each shall sign the same. Once the Final Plans have been finally approved by Landlord and Tenant, neither Landlord nor Tenant shall have the right to order extra work or change orders with respect to the construction of the Expansion Space TIs without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. All extra work or change orders requested by either Landlord or Tenant shall be made in writing, shall specify the amount of delay or time saved resulting therefrom, and shall become effective and a part of the Final Plans once approved in writing by both parties. Landlord agrees to submit such Final Plans to the applicable governmental authority for its approval immediately following approval of the same by the parties hereto.

Plans and Specifications. After Landlord receives shall construct a professional office building of approximately twenty five thousand (25,000) square feet plus a parking lot with a capacity of at least one hundred twenty five (125) automobiles on the subject property substantially in accord with the plans and approves Tenant’s Space Plan specifications prepared by an architect of Landlord's selection. Except as provided abovein Section 3 of this Article, Tenant will Landlord shall cause Tenant’s Architect the plans and specifications to prepare the Plans be prepared at Landlord's expense. The plans and Specifications specifications which are prepared for the premises by Landlord's architect shall be subject to the approval of Tenant Improvementsin the following manner: Landlord and Landlord's architect shall consult with Tenant from time to time during the preparation of such plans and specifications regarding the proposed construction and layout of the premises. Landlord will approve or disapprove (specifically describing any reasons for disapproval) Upon the Plans presentation of said plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, specifications to Tenant will provide appropriately revised Plans and Specifications to by Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit will, within twenty (20) days, either return the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan same approved or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved written corrections and/or amendments requested by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other LawsTenant. In the event that Landlord’s approval Tenant fails to so accept or reject within said twenty (20) day period, the plans and specifications shall be deemed approved. If rejected, Landlord shall take all necessary and proper steps to have the plans and specifications revised or amended in such a way or ways required in this to eliminate t he objections by Tenant. The plans and specifications shall then be again submitted to Tenant Improvements Agreementfor specifications Tenant's written approval. Upon approval, then notwithstanding anything to said plans and shall be identified and the contrary set forth approval thereof evidenced by the signatures of Landlord and Tenant thereon. Landlord may reject such-suggested corrections and/or amendments if in the Leaseexercise of good faith and reasonable judgement Landlord determines such corrections and/or amendment's world be such as affect adversely the appearance or function of the proposed building or unreasonable increase the cost of construction or unreasonably increase the anticipated cost of repairs or rate of obsolescence or depreciation. However, Landlord’s approval Landlord shall not be unreasonably withheldwithhold consent to such suggested changes. Subsequent minor changes in said plans and specifications shall not require the signatures of the parties. Tenant shall contract directly with the architect for the purpose of laying out the floor plan of the premises, conditionedthe interior improvements and the drive-up banking and window facilities; provided, or delayedhowever, that Landlord shall have the prior right to approve the plans and specifications for the interior improvements and drive-up units as to conformity and compatibility with the design of the building.

Plans and Specifications. After Within ten (10) days after the date of execution of this Lease by Landlord receives and approves Tenant’s Space Plan , Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the “Plans and Specifications”) covering all work to be performed by Landlord in constructing the leasehold improvements to the Leased Premises, which shall be based on the Scope of Work attached as provided above, Exhibit B hereto. Tenant will cause Tenant’s Architect to prepare shall have three (3) business days after receipt of the Plans and Specifications for in which to review the Plans and Specifications and to give Landlord written notice of Tenant’s approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant Improvementsshall have no right to request any leasehold improvements or any changes to the Plans and Specifications which would materially alter the Leased Premises, the exterior appearance or basic nature of the Building, or the Building systems. Landlord will If Tenant fails to approve or request changes to the Plans and Specifications within three (3) business days after its receipt of the Plans and Specifications, then Tenant shall be deemed to have approved the Plans and Specifications and the same shall thereupon be final. If Tenant requests any changes to the Plans and Specifications, Landlord shall make those changes which are reasonably requested by Tenant and shall within three (3) business days of its receipt of such request submit the revised portion of the Plans and Specifications to Tenant. Tenant may not thereafter disapprove (specifically describing the revised portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Plans and Specifications, and of any reasons for disapproval) revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant’s consent to the Plans and Specifications in writing within ten three (103) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After business days following Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedwritten request therefor.

Plans and Specifications. After Landlord receives Said improvements shall be constructed and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect completed in accordance with final working plans and specifications to be prepared in the following manner: Lessee agrees to prepare and furnish preliminary plans and specifications, it being understood that said preliminary plans and specifications will follow the Plans and Specifications for general description of said improvements hereinbefore set forth. In order to meet the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis anticipated Commencement Date as set forth abovein Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans, specifications and company standard details within 30 days after execution of this lease. After Landlord’s approvalFor every day which Lessee is in[SIC] delayed after the expiration of said 30 days, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary date set forth in Section 1.03.d above shall be extended another day. Lessor shall have the Leaseright to omit or modify any item or detail in Lessee's preliminary plans and specifications if Lessor, Landlord’s approval in Lessor's reasonable judgment, determines that the construction or installation of such detail or item is impractical. No later than 30 days after receipt of Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. It is expressly understood and agreed that said final working plans and specifications shall not be unreasonably withhelddeviate from, conditionedand shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or delayedunless Lessor in Lessor's reasonable judgment determines that any detail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, said final plans and specifications shall be submitted to Lessee for Lessee's written approval before construction work is commenced, but such approval, if given, shall not relieve Lessor of the responsibility of constructing structurally sound improvements free from defects. Lessee agrees to notify Lessor in writing of its approval or disapproval of the final plans and specifications within thirty (30) days after they have been received by Lessee.

Plans and Specifications. After Landlord receives Prior to the expiration of the Review Period, Seller shall submit to Buyer and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare Franchisor the Plans then-current versions of the plans and Specifications specifications for the Tenant Improvementsconstruction of the Hotel prepared by the Architect. Landlord will approve or disapprove When finalized by the Architect, but no later than sixty (specifically describing any reasons 60) days after the date of this Contract, Seller shall submit such plans and specifications to Buyer and Franchisor for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that LandlordBuyer’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval of such plans and specifications shall not be unreasonably withheld, conditionedconditioned or delayed, provided such plans and specifications comply with the schematic design drawings approved by Buyer during the Review Period, comply with all applicable building codes and comply with Franchisor’s requirements for the Home2 Suites brand. Buyer shall have thirty (30) days after receipt thereof in which to approve of such plans and specifications. If Buyer objects to any part of such plans and specifications, Buyer may provide Seller with written notice of its objection to same within such thirty (30) day period and Buyer shall deliver a copy of such written notice simultaneously to Construction Lender. If Buyer fails to so object in writing to any such matter within such time, it shall be conclusively assumed that Buyer has approved same and at such time, Seller shall provide notice of the same to Construction Lender. If Buyer disapproves any part of the plans and specifications by written objection to Seller within such thirty (30) day period, Seller shall have the opportunity to cure such item within thirty (30) days of receiving Buyer’s written notice of objection. In the event Seller shall fail to cure such item within such thirty (30) day period, then Buyer may elect: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon and Buyer shall notify Construction Lender in writing of its decision, if applicable. Seller shall obtain the approval of the Franchisor and Buyer with respect to all subsequent material changes to such plans and specifications, such approval by Buyer not to be unreasonably withheld, conditioned or delayed. Such plans and specifications and all revisions thereto, as approved by the Franchisor and Buyer, shall constitute the “Plans and Specifications” for purposes of this Contract.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveWithin sixty (60) days after Landlord's ------------------------ receipt of the Expansion Notice, Tenant will cause Tenant’s Architect shall submit to prepare the Plans Landlord preliminary plans and Specifications specifications for the Tenant Expansion Improvements. Within thirty (30) days after receipt and review of the preliminary plans and specifications, Landlord will approve or disapprove (specifically describing any reasons for disapproval) shall produce a Preliminary Master Schedule to construct the Plans Expansion Improvements, which shall describe pre-development and Specifications in writing within ten (10) Business Days after receiving themdevelopment tasks necessary to construct the Expansion Improvements. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary The tasks set forth in the Preliminary Master Schedule shall include the selection of the development team, including the architect, engineers, construction manager and other necessary parties; determining a preliminary budget; and determining the schedule for design, design review by Tenant and Landlord, approvals and construction. Any suggested revisions to the Preliminary Master Schedule by Landlord or Tenant shall be made with reasonable diligence and in good faith in accordance with the Expansion Parameters, and, after the approval of such changes by both Landlord and Tenant, the schedule as revised shall become the Master Schedule for the design and construction of the Expansion Improvements. Landlord and Tenant shall use best efforts to limit the period from the date of Tenant's delivery of the Expansion Notice to the estimated date of substantial completion of the Expansion Improvements as set forth in the Master Schedule to no more than eighteen (18) months. If Landlord shall fail to proceed in good faith or to use reasonable diligence in fulfilling its obligations under this Section 23, Tenant, in addition to its other remedies set forth in this Lease, Landlord’s shall have the right to exercise the Purchase Option in accordance with and subject to the terms of Section 23 of this Lease. The Master Schedule shall include a deadline to produce finalized plans and specifications. Once the finalized plans and specifications have been delivered and approved by the parties in accordance with the Master Schedule, Landlord shall select a general contractor (the "Contractor") reasonably acceptable to Tenant. Landlord shall enter into an agreement or agreements with the Contractor for construction of the Expansion Improvements on an "open-book" cost (with such costs in accordance with generally recognized construction industry standards) plus a reasonable market fee with a guaranteed maximum price basis, such agreement(s) to be subject to Tenant's reasonable approval and in standard form(s) and which may (but shall not be unreasonably withheld, conditioned, or delayedrequired to) include provisions regarding liquidated damages for construction delays.

Plans and Specifications. After Landlord receives Landlord’s Architect has previously prepared the Original Base Building Plans and approves Specifications. At Tenant’s Space Plan as provided aboverequest, Tenant will cause Landlord has obtained the governmental approvals, permits and variances required for the construction of the Base Building Improvements contemplated under this Lease (the “Expansion Approvals”). At Tenant’s sole cost and expense, Landlord’s Architect to prepare shall modify and amend the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the “Base Building Plans and Specifications”). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided,, further, that if Tenant fails to respond within ten (10) days following Landlord’s request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives shall perform the work described on Exhibit C, including the work contemplated by the schedule of performance specifications and approves Tenant’s Space Plan as provided abovepreliminary plans ("Performance Specifications"). Prior to the Final Specifications Date, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will submit for Tenant's approval detailed plans, working drawings and detailed specifications ("Final Specifications"), which Final Specifications shall be in conformity with the Performance Specifications. Tenant agrees to approve or disapprove (specifically describing comment upon any reasons for disapproval) such submittals by Landlord within 10 days after submission thereof to Tenant, which submission to Tenant shall expressly and prominently state the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis consequences of Tenant's non-response as set forth abovein this Section 2.5.2. After Landlord’s approval, If Tenant will submit does not so approve or comment upon such submittals within 10 days after submission to Tenant together with the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted requisite statement in the Space Plan notice, the same shall constitute a "Tenant Delay", with the Work Commencement Date and the Delivery Date being extended one day for each day after the expiration of said 10-day period that Tenant fails to so approve or comment upon such submittals. Further, the Plans and Specifications, provided Outside Delivery Date shall be extended one day for each day of actual delay caused by Tenant's failure to so approve or comment upon such submittals within said 10-day period (Landlord hereby agreeing to use commercially reasonable deviations with respect efforts to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalminimize any such delay). Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are The Final Specifications shall become a part of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No this Lease upon approval by Landlord Tenant. Approval of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Final Specifications shall not be unreasonably withheld, conditioned, or delayeddeemed to be an agreement that they are in compliance with law nor shall such approval impose any liability on Tenant; the party preparing the plans has sole responsibility for compliance with all building codes and other applicable laws and requirements. Tenant shall reasonably cooperate with Landlord in Landlord's obtaining of governmental approval of plans and specifications.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveFollowing the Execution Date, Tenant will cause Tenant’s Architect shall, at its sole cost and expense, prepare and submit to prepare Landlord a complete set of permittable construction drawings (collectively, the Plans and Specifications for “Construction Drawings”), covering all work to be performed by Xxxxxx in constructing the Tenant Improvements. Tenant shall have no right to include in the Construction Drawings any Tenant Improvements that would materially alter the exterior appearance or basic nature of the Building, or any Building systems. The Construction Drawings shall be in such detail as Landlord will approve may reasonably require (provided that such requirements are consistent with customary practice in the Atlanta, Georgia office market) and shall be in compliance with all applicable statues, ordinances and regulations; provided, however, that Landlord’s approval of the Construction Drawings shall not be deemed to be a warranty or disapprove representation that the Construction Drawings comply with all applicable statues, ordinances and regulations. Landlord shall have five (specifically describing any reasons for disapproval5) business days after receipt of the Plans Construction Drawings in which to review the Construction Drawings and Specifications in writing within ten (10) Business Days after receiving themwhich to give to Tenant written notice of its approval of the Construction Drawings or its requested changes to the Construction Drawings. If Landlord disapproves requests any changes to the Plans and SpecificationsConstruction Drawings, Tenant will provide appropriately revised Plans shall make such changes and Specifications to Landlord for approval (or disapproval) shall, within five (5) Business Days on the same basis as set forth above. After business days of its receipt of Landlord’s approvalrequested changes (if any), Tenant will submit the Plans revised portion of the Construction Drawings to Landlord. Landlord shall have five (5) business days after receipt of the revised Construction Drawings in which to review said revised Construction Drawings and Specifications for permits and construction bidsin which to give to Tenant written notice of its approval of the revised Construction Drawings or its requested changes thereto. No deviation from This process shall continue until such time, if at all, that Landlord approves the Building Standard will be permitted Construction Drawings in the Space Plan accordance with this subsection (c). If Landlord shall fail to give Tenant written notice of its approval or the Plans and Specifications, provided reasonable deviations with respect requested changes to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve Construction Drawings or any deviations which Landlord believes revisions thereto within said five (a5) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Leasebusiness day period, Landlord’s approval thereof shall be deemed given. Thereafter, any changes to the Construction Drawings shall be subject to Landlord’s prior written approval, including, without limitation, those required by any governmental authority having jurisdiction over the Building. Notwithstanding the foregoing, Tenant shall have the right to change the Construction Drawings without obtaining Landlord’s prior written consent provided that (i) such changes are non-structural in nature and are not be unreasonably withheldvisible from outside of the Leased Premises; (ii) such changes do not impact, conditionedin any way, any other tenant of the Building or delayedsuch other tenants’ premises; (iii) such changes do not increase the load on any Building systems, services or utilities; (iv) the cost of such changes does not exceed Five Thousand and No/100 Dollars ($5,000.00); and (v) Tenant provides Landlord with five (5) days prior written notice of its intention to make such changes stating in reasonable detail the nature, extent and estimated cost of such changes together with the plans and specifications for the same. Tenant shall at all times in its preparation of the Construction Drawings, and of any revisions thereto, act reasonably and in good faith. Landlord shall at all times in its review of the Construction Drawings, and any revisions thereto, act reasonably and in good faith.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Landlord's Architect to prepare has previously prepared the Original Base Building Plans and Specifications Specifications. At Tenant's request, Landlord has obtained the governmental approvals, permits and variances required for the Tenant Improvementsconstruction of the Base Building Improvements contemplated under this Lease (the "Expansion Approvals"). Landlord will approve or disapprove (specifically describing any reasons for disapproval) At Tenant's sole cost and expense, Landlord's Architect shall modify and amend the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the "Base Building Plans and Specifications"). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided, further, that if Tenant fails to respond within ten (10) days following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord's request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary to construct the First Amendment Premises for Tenant’s Space Plan as provided aboveoccupancy, Tenant will cause Tenant’s Architect which plans shall be subject to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After by Landlord’s approval, Tenant will submit the Plans architect and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations engineers (which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned or delayed) and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building, Landlord’s approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever. Landlord’s architects and engineers shall respond to any plan submission by Tenant within five (5) business days after Landlord’s receipt thereof. In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or delayedcondition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be followed until the plans shall have been approved by the Landlord’s architect and engineer without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the First Amendment Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto, Tenant agrees to reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection with its review and approval of the plans. Such amounts may be deducted from Landlord’s Contribution. (The word “architect” as used in this Article 2 shall include an interior designer or space planner).

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves Tenant’s Space Plan as provided abovespecifications ("PLANS") of each proposed Alteration (other than Decorative Alterations and Acceptable Alterations), Tenant will cause Tenant’s Architect and with respect to prepare any Alteration affecting any Building System, evidence that the Plans Alteration has been designed by, or reviewed and Specifications approved by, Landlord's designated engineer for the Tenant Improvementsaffected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder's Risk coverage (as described in ARTICLE 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations (other than Decorative Alterations and Acceptable Alterations). Landlord will approve or disapprove (specifically describing shall respond to any reasons request for disapproval) the approval of Tenant's Plans and Specifications in writing within ten (10) 8 Business Days after receiving themsuch request is made. In addition, Landlord agrees to respond to any resubmission of the Plans within 5 Business Days after resubmission to Landlord. If Landlord disapproves fails to respond to Tenant's request within the Plans and Specificationsapplicable review period set forth herein, Tenant will shall have the right to provide appropriately revised Plans and Specifications to Landlord with a second request for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approvala "SECOND REQUEST"), Tenant will submit which shall specifically identify the Plans to which such request relates, and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in bold capital letters the Leasefollowing statement: IF LANDLORD FAILS TO RESPOND WITHIN 2 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THE PLANS SHALL BE DEEMED APPROVED AND TENANT SHALL BE ENTITLED TO COMMENCE CONSTRUCTION OF THE ALTERATIONS IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS PREVIOUSLY SUBMITTED TO LANDLORD AND TO WHICH LANDLORD HAS FAILED TO TIMELY RESPOND. If Landlord fails to respond to a Second Request within 2 Business Days after receipt by Landlord’s , the Plans or revisions thereto for which the Second Request is submitted shall be deemed to be approved by Landlord, and Tenant shall be entitled to commence construction of the Alterations or portion thereof to which the Plans relate, provided that such Plans have (if required) been appropriately filed in accordance with any applicable Requirements, all permits and approvals required to be issued by any Governmental Authority as a prerequisite to the performance of such Alterations shall have been duly issued, and Tenant shall otherwise have complied with all applicable provisions of this Lease relating to the performance of such Alterations. Upon Tenant's request, Landlord shall reasonably cooperate with Tenant in obtaining any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (if the provisions of the applicable Requirement require that Landlord join in such application), provided that Tenant shall reimburse Landlord for its reasonable out-of-pocket costs in connection therewith. In this connection, Landlord shall join in any such applications in order to facilitate the filing thereof by Tenant prior to final approval of the Plans in question if requested to do so by Tenant. Tenant shall give Landlord not be unreasonably withheldless than 5 Business Days' notice prior to performing any Decorative Alteration or Acceptable Alteration, conditioned, which notice shall contain a description of such Decorative Alteration or delayedAcceptable Alteration.

Plans and Specifications. After Landlord receives shall, at its sole cost, risk and approves Tenant’s Space Plan as expense, construct and complete, or cause to be constructed and completed, the Parking Facility, and shall install or cause to be installed the Parking Facility Equipment and other improvements to the Property which may be necessary for the use and enjoyment of the Parking Facility which are generally outlined in Exhibit D attached hereto and incorporated herein. The Landlord has provided above, to the Tenant will cause Tenant’s Architect to prepare the latest version of the Plans and Specifications for the Tenant ImprovementsParking Facility and the Parking Facility Equipment. Landlord will approve or disapprove (specifically describing any reasons As the architectural drawings and other designs for disapproval) the Project are developed, the Plans and Specifications in writing within ten (10) Business Days after receiving themshall be updated and revised to reflect the greater detail available from the newer drawing and designs. If Landlord disapproves agrees to provide Tenant with copies of the Plans and Specifications, and any modifications thereto, in electronic format to the extent readily available. Such amendments shall be made as the Landlord and Tenant will provide appropriately revised mutually agree. The Plans and Specifications shall be subject to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as review of Tenant and shall comply with applicable design criteria set forth abovein ordinances and policies adopted by the City of Raleigh, North Carolina. After Landlord’s approvalTenant shall have the right to inspect and review the progress of construction and review and approve any change orders affecting the design, Tenant will submit operation, maintenance or cost of the Parking Facility and the Parking Facility Equipment; provided, any proposed change order that is not approved or objected to with specificity within seven (7) business days of receipt shall be deemed approved by Tenant. The issuance of permits by the City of Raleigh acting in its governmental capacity shall not constitute approval of the Plans and Specifications for permits or of change orders by Tenant. Notwithstanding anything herein to the contrary, the review and construction bids. No deviation from approval of a change order by the Building Standard will be permitted Tenant shall not increase the amount of the Facility Payment unless such change order represents an upgrade or betterment in the Space Plan Parking Facility which is requested by the City; provided, however, if a change order is required to address a design error or design deficiency, it shall in no event increase the Plans amount of the Facility Payment. To facilitate the review and Specificationsapproval, provided reasonable deviations with respect each Landlord and Tenant shall appoint one or more construction representatives to meet at least weekly until the ceiling, lighting, painting, flooring and wall covering may be permitted with Commencement Date. Landlord’s approval. Landlord will not approve any deviations which Landlord believes (ainitial construction representative(s) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements AgreementXxxxx Xxxxx, then notwithstanding anything to the contrary set forth in the Lease, Landlordand Tenant’s approval initial construction representative shall not be unreasonably withheld, conditioned, Tenant’s Construction Project Administrator or delayedhis designee.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves Tenant’s Space Plan as provided abovemechanical construction drawings, Tenant will cause Tenant’s Architect plans and specifications (called “plans”) necessary to prepare the Plans Premises for Tenant’s occupancy, which plans shall be subject to approval (not to be unreasonably withheld, conditioned or delayed, as more fully set forth in this Article 4) by Landlord’s architect and Specifications engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Xxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant Improvementsnor any third party shall have the right to rely upon Landlord’s approval of Xxxxxx’s plans for any purpose whatsoever. Landlord will approve or disapprove (specifically describing Xxxxxxxx’s architects and engineers shall respond to any reasons for disapproval) the Plans and Specifications in writing plan submission by Tenant within ten (10) Business Days business days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After LandlordXxxxxxxx’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Lawsreceipt thereof. In the event Landlord’s architect’s or engineers’ approval of Xxxxxx’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be followed until the plans shall have been approved by Xxxxxxxx’s architect and engineers without unreasonable objection or condition, except that Xxxxxxxx’s architect or engineer shall respond to any subsequent plan submission within three (3) business days after Xxxxxxxx’s receipt thereof. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Xxxxxx’s plans shall be required in no event relieve Tenant of the responsibility for such design. If requested by Xxxxxx, Xxxxxxxx’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Xxxxxxxx’s architect, Xxxxxx agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Article 4 shall not be unreasonably withheld, conditioned, include an interior designer or delayedspace planner.)

Plans and Specifications. After Before the Lease reference date, Landlord receives has caused TEF Architecture and Interior Design, Inc. (“Architect”) to prepare and submit to City for its approval a space plan for the Leasehold Improvements based on City’s program requirements for use of the Premises. City hereby approves Tenant’s the space plan dated , 2017 (the “Approved Space Plan”) attached hereto as Exhibit F. Immediately following the Effective Date of this Lease (as defined in Section 23.30 hereof), based on the Approved Space Plan as provided aboveand any adjustments authorized by City, Tenant will Landlord shall cause Tenantthe Architect and a Leadership in Energy and Environmental Design (“LEED”) consultant (if required to meet City’s Architect obligations to cause the Leasehold Improvements to comply with the requirements of Sections 700 through 713 of the San Francisco Environment Code), to prepare final plans, specifications and working drawings in form and detail sufficient for purposes of contractor pricing (the Plans and Specifications for the Tenant Improvements“Pricing Plans”). Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within City shall have ten (10) Business Days after receiving them. If Landlord disapproves business days to review and either approve of the Pricing Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld) or provide Landlord with City’s adjustments to the Pricing Plans. If the City fails to approve or disapprove the Pricing Plans within such ten-day period the Pricing Plans shall be deemed approved by the City. Immediately following City’s approval (or deemed approval) of the Pricing Plans, conditionedbased on the approved Pricing Plans and any adjustments authorized by City, Landlord shall cause final plans, specifications and working drawings for the Leasehold Improvements to be prepared, in conformity with the requirements hereof. Landlord shall use commercially reasonable efforts to submit a copy of such final plans, specifications and working drawings in sufficient detail to define the work (the “Construction Drawings”) to City within sixty (60) days after the City’s approval of such Pricing Plans. The Construction Drawings shall be subject to City’s approval, which approval shall not be unreasonably withheld. City shall have ten (10) business days to review and either approve of the Construction Drawings or delayedprovide Landlord with the revisions that City reasonably requires in order to obtain City’s approval. If the City fails to approve or disapprove the Construction Drawings within such ten-day period, the Construction Drawings shall be deemed approved. As soon as reasonably possible and no later than ten (10) business days thereafter, Landlord shall submit to City revised Construction Drawings that incorporate the revisions required by City. City shall have five (5) business days to review and approve the revisions to the Construction Drawings (which approval shall not be unreasonably withheld). If the City fails to approve or disapprove the revisions to the Construction Drawings within such five-day period, the revisions to the Construction Drawings shall be deemed approved. The final Construction Drawings approved by City shall be referred to as the “Construction Documents.”

Plans and Specifications. After Annexed hereto as Exhibit C-1 is a matrix showing the elements of Landlord's Work and Xxxxxx's Work. Xxxxxxxx has prepared and delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant. All of Landlord's Work shall be performed in accordance with Landlord's Plans and Specifications. Xxxxxx agrees to deliver to Landlord receives by April 1, 2002 schematic and approves Tenant’s Space Plan as provided above, design plans (herein called "Schematic Tenant will cause Tenant’s Architect Plans") for the work to be undertaken to prepare the Plans Premises for Tenant's use and Specifications occupancy by Xxxxxx (the "Tenant Work") for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans Landlord's review and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Schematic Tenant Plans, including, without limitation, providing copies of the Landlord's Plans and Specifications and any other information relating to the Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the same (and with respect to any revised submittal, within five (5) business days of receipt of the same) shall be deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the Tenant Work for Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord may not disapprove any matter that is consistent with Tenant's approved Schematic Tenant Plans. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and perform inspections.

Plans and Specifications. After Tenant shall submit to Landlord receives within fifteen (15) days after the date of this Amendment space plan(s) and approves Tenant’s other information (collectively, the "Space Plan as provided above, Tenant will cause Tenant’s Architect Plan") necessary or required by Landlord to prepare complete the Plans initial plans and Specifications specifications (the "Initial Construction Documents") for the construction of the tenant finish in the Expansion Premises. Landlord’s Architect, Entos Design, shall prepare and submit the Initial Construction Documents to Tenant Improvementsfor Tenant's approval as soon as practical after receiving the Space Plan. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days business days after receiving receipt of the Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, the redrawing costs will be at Tenant's expense, subject to application of any available portion of the Allowance. If Landlord does not receive a notice from Tenant disapproving the Initial Construction Documents within the ten (10) business day period, Landlord shall send a second and final notice (“Final Notice”) and Tenant shall have three (3) days following the Final Notice to respond in writing whether it approves or disapproves the Plans and SpecificationsInitial Construction Documents. If Tenant does not respond within the three (3) day period, then Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or the Plans and SpecificationsInitial Construction Documents requested by Tenant after Tenant's initial approval is at Tenant's expense, provided reasonable deviations with respect subject to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord application of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In available portion of the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedAllowance.

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications (“Plans”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s Space Plan contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as provided abovedescribed in Article 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration. Landlord shall respond to any request for approval of Tenant’s plans and specifications for Alterations within 15 Business Days after such request is made. In addition, Landlord agrees to respond to any resubmission of such plans and specifications within 15 Business Days after resubmission to Landlord. If Landlord fails to respond to Tenant’s request within 15 Business Days, Tenant will cause shall have the right to provide Landlord with a second request for approval (a “Second Request”), which shall specifically identify the plans and specifications to which such request relates, and set forth in bold capital letters the following statement: LANDLORD MUST COMPLETE ITS REVIEW AND APPROVE OR DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE. FAILURE BY LANDLORD TO DO SO WILL BE DEEMED TO BE LANDLORD’S APPROVAL OF SUCH PLANS AND SPECIFICATIONS. If Landlord fails to respond to a Second Request within 5 Business Days after receipt by Landlord as Tenant’s Architect sole and exclusive remedy the plans and specifications previously submitted to prepare Landlord and identified in the Plans and Specifications for Second Request shall be deemed to be approved by Landlord. As used herein, the Tenant Improvements. Landlord will term “respond” shall mean approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specificationsand, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord case of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codesdisapproval, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedreasons therefor.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect agrees to prepare the Plans initial plans and Specifications specifications (the "Initial Plans") for the completion of a dividing wall in the large open area shown generally on Schedule "1" attached hereto and made a part hereof to provide for an office for the medical director and his secretary, which improvements are hereinafter referred to as the "Tenant Improvements. Finish", and to submit the Initial Plans to Tenant for Tenant's approval as soon as practical after receiving Tenant's construction requirements, which construction requirements shall be submitted to Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days days after receiving themthe date of this Lease. Tenant shall, within fifteen (15) days after receipt of such Initial Plans from Landlord, either approve or disapprove the sane: provided, however, that should tenant request any changes in the Initial Plans which vary from Tenant's original requirements, any redrawing of such Initial Plans shall be accomplished at Tenant's sole cost and expense. If Landlord Tenant disapproves the Plans and Specificationssame, Tenant will provide appropriately revised shall specify in reasonable detail the reasons for any such disapproval. Any redrawing of the Initial Plans and Specifications or changes therein occasioned by Tenant necessitated because of objections which are contrary to Tenant's original requirements submitted to Landlord for and/or after Tenant's initial approval shall be accomplished at Tenant's sole cost and expense. The cost of such redrawing shall be paid by Tenant as additional rent hereunder within ten (or disapproval10) days after tenant's receipt of Landlord's written demand therefor. Failure of Tenant to respond within five the aforesaid fifteen (515) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will day period shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect deemed to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are approval of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other LawsInitial Plans. In the event that Landlord’s approval shall be required in the Initial Plans have not been approved by Landlord and Tenant within sixty (60) days from the date of this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Landlord shall not be unreasonably withheld, conditioned, or delayedhave the right to cancel and terminate this Lease. The Initial Plans which are approved as aforesaid are hereinafter referred to as the Plans'.

Plans and Specifications. After Landlord receives Developer shall (i) diligently finalize, process and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare obtain approval of the Plans and Specifications for the Tenant ImprovementsImprovements from the applicable Approving Authorities to the extent required by such entities, and (ii) apply to the utility service provider for the preparation of dry utility plans (“Utility Plans”). Landlord Upon receipt of the approved Plans for the Improvements and the Utility Plans for the dry utilities from the utility service provider, Developer will approve or disapprove (specifically describing any reasons for disapproval) furnish a copy of such Utility Plans to the Builder. After replacement of Exhibit B by the Revised Exhibit B, if Developer elects to amend the Plans and Specifications in writing within ten a manner that will result in a Material Change (10defined below), then Developer shall provide written notice of the Material Change (a “Notice of Material Change”) Business Days after receiving themto Builder if the Builder Lots are affected by the change. If Landlord disapproves The Notice of Material Change shall describe the modification to the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within requested by Developer. Builder shall have five (5) Business Days on business days after receipt of the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect Notice of Material Change to provide written notice to the ceilingDeveloper if it objects to the proposed Material Change (a “Notice of Material Change Objection”), lightingwhich shall describe revisions to the Material Change that would render it acceptable to Builder. If Builder fails to give a timely Notice of Material Change Objection to Developer, painting, flooring and wall covering may the Material Change shall be permitted deemed approved by Builder. If Developer performs any Material Change without first providing Builder with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Buildinga Notice of Material Change, or after Receiving a Notice of Material Change Objection, which objection has not been resolved in accordance with the following provisions, then Developer shall assume responsibility for the cost of correcting any such change, as well as the time impacts for making such correction. Within five (c5) are business days after delivery to Developer of a nature Notice of Material Change Objection, said Developer and the Builder shall meet to approve or quality that are inconsistent with Landlord’s overall plan or objectives for reject the BuildingMaterial Change. No approval by Landlord If Developer and Builder cannot reach an acceptable resolution regarding the Notice of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codesMaterial Change Objection, ordinances and other Laws. In the event that Landlord’s approval dispute shall be required in this Tenant Improvements Agreement, then notwithstanding anything resolved pursuant to the contrary arbitration provision set forth in Section 7 below. For purposes of this Section (a), a “Material Change” shall consist only of the Lease, Landlord’s approval shall not following changes to the approved Plans for the Improvements to be unreasonably withheld, conditioned, or delayed.installed for the benefit of the Property which have previously been approved by the applicable Approving Authorities:

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove Within twenty (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (1020) Business Days after receiving them. If Landlord disapproves prior to the Plans planned commencement of construction of the Unimproved Space, Subtenant shall prepare and Specifications, Tenant will provide appropriately revised Plans and Specifications submit to Landlord Sublandlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s its approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditionedconditioned or delayed and for Master Landlord’s approval, construction drawings, plans and specifications for all improvements to the Unimproved Space to be constructed by Subtenant, including but not limited to any proposed demolition or modification of the existing improvements in the Unimproved Space. If Sublandlord fails to respond to Subtenant’s request for approval of such construction drawings, plans and specifications within fifteen (15) days of receipt and such delay is not attributable to any delay by Master Landlord in granting its own approval, Sublandlord shall be deemed to have approved such construction drawings, plans and specifications. Such construction drawings, plans and specifications, once approved by Sublandlord and Master Landlord, are referred to herein and throughout this Sublease as the “Plans and Specifications”. The Plans and Specifications shall be prepared and submitted in accordance with the requirements of Exhibit C-I and Exhibit C-2 of the Master Lease. Without limiting the generality of the foregoing, the Plans and Specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Subleased Premises. Subtenant shall not make any material modification to the Plans and Specifications without first submitting the proposed modification to Sub landlord and Master Landlord and obtaining Sublandlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and obtaining Master Landlord’s written consent thereto.

Plans and Specifications. After Landlord receives shall retain an architect selected by Landlord ("Architect") for the preparation of preliminary and approves final working architectural and engineering plans and specifications for the Tenant Improvements ("Final Plans and Specifications"). Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to give under this EXHIBIT B. Any written disapproval of Tenant shall set forth Tenant’s Space Plan 's specific objections thereto. If Tenant disapproves any matters subject to its review and approval, Landlord and Tenant, within three (3) business days after Landlord's receipt of such objections, shall meet and confer and negotiate in good faith to resolve such disputed matters. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as provided aboveEXHIBIT B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Tenant Landlord will cause obtain subcontractor trade bids and furnish a cost breakdown to Tenant’s Architect . At Tenant's request, the Final Plans and Specifications may be revised once as a result of Tenant's review of the cost breakdown, at Tenant's sole cost and expense. Any such revisions shall be subject to prepare Landlord's reasonable approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the The amended Final Plans and Specifications shall be approved by Tenant (in writing within ten writing, if requested by Landlord) not later than three (103) Business Days business days after receiving themLandlord's request therefor. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised shall thereafter submit such amended Final Plans and Specifications to Landlord its contractor and subcontractor for approval (or disapproval) within five (5) Business Days re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the amended Final Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in the Space Plan an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 9.A. Tenant's failure to approve or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve disapprove any deviations matters which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in entitled to approve or disapprove pursuant to this Tenant Improvements Agreement, then notwithstanding anything Paragraph 4 shall be conclusively deemed to the contrary set forth in the Lease, Landlord’s be approval shall not be unreasonably withheld, conditioned, or delayedof same by Tenant.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (collectively, “plans”) necessary to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, which plans shall be subject to the reasonable approval by Landlord’s architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant will cause nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s Architect plans for any purpose whatsoever. Landlord’s architects and engineers shall respond to prepare the Plans and Specifications for the any plan submission by Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Lawsreceipt thereof. In the event that Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall be required in this no event relieve Tenant Improvements Agreement, then notwithstanding anything to of the contrary set forth in the Leaseresponsibility for such design. If requested by Tenant, Landlord’s approval architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Article 4 shall not be unreasonably withheld, conditioned, include an interior designer or delayedspace planner.)

Plans and Specifications. After Landlord receives agrees to furnish all of the material and approves Tenant’s Space Plan as provided abovelabor and to do all things necessary for the construction of a building and related improvements (together, Tenant will cause Tenant’s Architect to prepare the "Building") on the Demised Premises at Landlord's sole cost and expense. The Building shall be constructed in a good and workmanlike manner in accordance with Preliminary Plans and Specifications for Specifications, and any correspondence amending the Tenant Improvementssame, described in Exhibit B attached hereto and made a part hereof, in accordance with applicable building and zoning regulations as the same are presently enforced by the governmental bodies having jurisdiction thereof. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the agrees to forthwith prepare Final Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans accordance with Exhibit B and Specifications, Tenant will provide appropriately revised Plans in accordance with applicable building and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on zoning regulations and submit the same basis as set forth aboveto Tenant for Tenant's approval. After Landlord’s approval, Tenant agrees that it will submit the Plans not withhold its approval except for just and Specifications for permits reasonable cause and construction bids. No deviation from the Building Standard will be permitted not act in the Space Plan an arbitrary or the Plans and Specifications, provided reasonable deviations capricious manner with respect to the ceilingapproval of the Final Plans and Specifications. When the Final Plans and Specifications have been approved by Landlord and Tenant by affixing thereon the signature of an authorized officer or employee of each of the respective parties, lighting, painting, flooring the Final Plans and wall covering may Specifications shall be permitted with Landlord’s approvalattached to each party's copy of this Lease and shall supercede the Preliminary Plans and Specifications. Landlord will not approve any deviations which Landlord believes (a) do not conform agrees to applicable codes, ordinances appoint a competent and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided experienced engineer to other tenants work with Tenant in the Building, design of the Building so that the same will meet the requirements of Tenant and Tenant agrees to appoint an officer or (c) are employee of a nature or quality that are inconsistent Tenant to work with Landlord’s overall plan or objectives for Landlord in the design of the Building. No If Tenant requests a change order for the Building after approval by both parties of the Final Plan and Specifications but prior to completion of the Building and Landlord approves such change order, Tenant shall bear the cost of such change order; provided, however, that the net cost or saving of all such change orders shall be determined upon completion of the Building and if the total cost of change orders exceeds the savings of change orders, Tenant shall pay to Landlord such excess of cost over savings within thirty (30) days of Tenant's receipt from Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In invoice for the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedsame.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant will cause nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s Architect to prepare the Plans plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and Specifications for the Tenant Improvements. Landlord will approve engineers shall respond (with approval or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing to any plan submission by Tenant within ten (10) Business Days 8 business days after receiving themLandlord’s receipt thereof. If Landlord disapproves fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the Plans “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and Specificationsinclude a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant will provide appropriately shall promptly have the plans revised Plans by its architect to incorporate all reasonable objections and Specifications conditions presented by Landlord and shall resubmit such plans to Landlord for Landlord. Landlord’s architects and engineers shall respond (with approval (or disapproval) to any plan re-submission by Tenant within five (5) Business Days on the same basis as set forth above. After 8 business days after Landlord’s approvalreceipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant will submit shall be responsible for all elements of the Plans design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and Specifications for permits the placement of Tenant’s furniture, appliances and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans equipment), and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be required solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Section 3.2 shall not be unreasonably withheld, conditioned, include an interior designer or delayedspace planner.)

Plans and Specifications. After Attached hereto as Exhibit B is a schedule of the final plans and specifications (the "Final Plans and Specifications"), subject to any revision which may be required by the applicable authorities in order to obtain the Architectural Review Approval and the Building Permit, prepared for Landlord receives and approves Tenant by Xxxxxx Xxxxxx & Associates as the architect (the "Architect"), for the construction of the Additional Space, including, without limitation, all of the related site and off-site improvements. Landlord acknowledges that Tenant has retained the services, at Tenant’s Space Plan 's sole cost and expense and not as provided abovea part of the Cost of Construction (as defined below), Tenant will cause of a structural engineer to review on Tenant’s Architect 's behalf the Final Plans and Specifications. In the event that such engineer shall request changes to prepare the Final Plans and Specifications, Landlord agrees to consider such changes and to discuss the need for such changes with Tenant's engineer. However, Landlord shall be under no obligation to have the Final Plans and Specifications for revised based upon such request or such discussions. The cost of the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) preparation of the Final Plans and Specifications shall be included as a line item in writing the Budget (as defined below). Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Additional Space shall constitute any warranty or covenant by Landlord to Tenant, except for any warranty or covenant expressly set forth in this Agreement, of the adequacy of the design for Tenant's intended use of the Additional Space. Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the floor plans and general layout of the Additional Space as shown on the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within ten the Additional Space. Landlord acknowledges that the Construction Contract (10as defined below) Business Days after receiving them. If Landlord disapproves permits Tenant to make certain changes to the Plans and Specifications, as "Change Orders" to the work. Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will shall be permitted in the Space Plan or the Plans and Specificationsto make such changes, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may that Tenant shall be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives responsible for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary actual additional costs relating thereto as set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedConstruction Contract.

Plans and Specifications. After a) Landlord receives may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Amendment, as set forth on Exhibit "B-1" to the Amendment , be specified in a set of plans and approves Tenant’s Space Plan specifications ("Plans and Specifications") in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord ("Landlord's Architect"), and Tenant shall be available to meet with Landlord's Architect so as provided above, Tenant will cause Tenant’s Architect to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following execution of the Amendment (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving them. If day period, Landlord disapproves may terminate the Plans Amendment and Specificationsretain all deposits and other amounts paid by Tenant or, Tenant will provide appropriately revised at Tenant's sole expense, Landlord may prepare Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on in accordance with Landlord's requirements, and the same basis construction of the Leasehold Improvements shall proceed as set forth above. After Landlord’s approval, Tenant will submit if the final Plans and Specifications for permits had been resubmitted by Tenant and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with approved by Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives In the case of Subsequent Alterations and approves Tenant’s Space Plan as provided aboveImprovements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant will cause Tenant’s Architect shall have prepared and deliver to prepare the Plans Landlord reasonably detailed plans and Specifications specifications for the Tenant Improvementssuch alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord will shall approve or disapprove (specifically describing any reasons for disapproval) the Plans such plans and Specifications in writing specifications by written notice back to Tenant within ten (10) Business Days 20 days after receiving themTenant's submittal of such plans and specifications. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s Such approval shall not be unreasonably withheld. Such approval shall, conditionedhowever, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or delayeddenial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. After Landlord receives To the extent not already completed as of the date of this Agreement, the Developer, in consultation and approves Tenant’s Space Plan as provided abovecooperation with the Adeptus Parties, Tenant will shall, within ten (10) days after the date hereof, cause Tenant’s the Architect to prepare complete the preparation of the final working drawings, plans and specifications for the Project, including interior partitions, finishes and other tenant improvement work, all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (4) copies of such working drawings, plans and specifications to MPT. The Developer and the Adeptus Parties acknowledge and agree that the Site Plan and the Plans and Specifications for must be prepared, completed and approved in accordance with the Tenant Improvementsterms, provisions and conditions of the Recorded Agreements. Landlord will approve If MPT has any objections or disapprove (specifically describing comments with respect to any reasons for disapproval) such drawings, plans and specifications which are submitted to it, MPT shall submit the Plans same to the Developer and Specifications the Architect in writing within ten (10) Business Days after receiving themMPT’s receipt of such working drawings, plans and specifications and the Developer, in consultation and cooperation with the Adeptus Parties, shall promptly coordinate with the Architect and cause the requested comments, objections, changes and corrections to be addressed and made. If Landlord disapproves the Plans The Developer shall cause to be resubmitted promptly to MPT modified working drawings, plans and Specificationsspecifications addressing such comments, Tenant will provide appropriately revised Plans objections, changes and Specifications corrections, which shall be subject to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as review and approval procedures set forth above. After Landlord’s approval, Tenant will submit All working drawings and specifications which are approved by MPT are herein referred to as the “Plans and Specifications.” Approval of the Plans and Specifications for permits and construction bids. No deviation from by MPT shall constitute only an approval of the Building Standard will be permitted aesthetic 17 features of the building described in the Space Plan or drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and SpecificationsSpecifications are satisfactory, provided reasonable deviations with respect to and shall not be construed as an approval of the ceilingcharacter or quality of the architectural, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve structural or engineering design of the Improvements or any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Buildingof their components, or (c) are of a nature or quality an acknowledgment that are inconsistent the design complies with Landlord’s overall plan or objectives for the Buildingapplicable building codes. No such approval by Landlord shall constitute a waiver of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary warranties or guaranties set forth in this Agreement or release the LeaseDeveloper, Landlordany Adeptus Party or the Architect from liability for any errors or omissions. Except as specifically set forth herein, none of the Plans and Specifications may be changed or otherwise modified without the prior written consent of MPT in its reasonable discretion. All costs, fees and expenses of the preparation of the Plans and Specifications by the Architect and any other consultants shall be included in the Development Budget. Additionally, the Developer, with the cooperation and assistance of the Adeptus Parties, shall use best efforts to ensure that Architect fulfills its obligations under the Architect Agreement and shall not reduce or diminish the Architect’s approval obligations or responsibilities under the Architect Agreement without the prior written consent of MPT, which may be withheld in the reasonable discretion of MPT. Notwithstanding the foregoing, Developer shall not be unreasonably withheld, conditioned, responsible for the errors and omissions that may be committed by the Architect or delayedany other Third Parties.

Plans and Specifications. After Landlord receives Tenant, at its sole cost and approves expense, shall cause the preparation of complete and final plans and complete detailed specifications covering each building trade concerned in the demolition of the existing structure and construction of the Development (collectively, the “Plans”) by _ (“Tenant’s Space Plan Architect”), and shall submit the same to the University for the University’s approval no later than _ days after the Effective Date. The Plans shall be full and complete in all respects as may be necessary for the demolition/construction and determination of the specific scope of the Development and shall be stamped by Tenant’s Architect. Without limiting the generality of the foregoing, the Plans shall identify the basic materials for the exterior of the Development and shall include preliminary grading and drainage plans, utilities, sewer and utility services connections and locations, locations of ingress and egress to and from public thoroughfares or dedicated rights of way, curbs, gutters, parkways, street lighting, design and location for all outdoor signs, storage areas, landscaping, and parking areas, all sufficient to enable potential contractors and subcontractors to make a reasonably accurate bid and estimates and to enable Landlord and Tenant to make an informed judgment about the design and quality of construction of the Development. The Plans shall be accompanied by supporting information which shall contain information and materials reasonably sufficient to allow the Landlord to validate that Tenant has sufficient financing to construct the Development in accordance with the Plans, taking into account the completion guaranty required by Section 21 below. After Tenant submits the Plans to the University, the University will have sixty (60) days to approve or disapprove the Plans, and in the event the University does not approve the Plans, the University will advise Tenant in writing and in reasonable detail of the University’s objections to the Plans. Failure by the University to approve or disapprove the Plans within such sixty (60) day period will constitute an approval by the University. In the event the University disapproves the Plans, Tenant will incorporate the University’s objections and comments into the Plans within a reasonable period after Tenant’s receipt of such objections and comments (except to the extent such objections and comments do not comport with Applicable Laws or good engineering practices), and in no event longer than sixty (60) days after receipt of such objections and comments, and resubmit the same to the University, who will then have sixty (60) days to approve or disapprove the revised Plans. In the event the University does not approve the revised Plans, the procedures set forth herein will be followed until such time as the University has approved the revised Plans. Notwithstanding the foregoing, if, after good faith efforts, the Parties cannot resolve such objections and comments to the Plans within one hundred twenty (120) days after the Effective Date, then either Party may, by written notice to the other, terminate this Lease. The Plans will be approved by the University and Tenant by affixing thereon the signature of an authorized officer of each of such respective parties and after approval shall be incorporated by reference herein as Exhibit E. In the event Tenant desires to modify or change the Plans after the same have been approved in the manner provided above, Tenant will cause Tenant’s Architect shall submit such modifications or changes to prepare the University for review and consideration and the procedures governing approval of the Plans and Specifications for will apply to any such modifications or changes. Any approval by the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) University of the Plans and Specifications will not in writing within ten (10) Business Days after receiving them. If Landlord disapproves any way be construed or deemed to constitute a representation or warranty of the University as to the adequacy or sufficiency of the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specificationsimprovements to which they relate, provided reasonable deviations with respect to for any reason, purpose or condition, but such approval will merely be the ceiling, lighting, painting, flooring and wall covering consent of the University as may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedhereunder.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan Tenant agrees that it will perform improvements to the Leased Premises as provided above, for in Exhibit B attached hereto and by this reference made a part hereof pursuant to plans and specifications mutually acceptable to Landlord and Tenant will cause Tenant’s Architect to prepare (the "Plans and Specifications for Specifications"), which are to be submitted, reviewed and approved by Landlord and Tenant prior to the Tenant Improvementscompletion of the construction thereof. Landlord will approve In the event that one party hereto shall desire, or disapprove (specifically describing shall find it necessary to make, any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves modifications or changes to the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications the party desiring or requiring said changes shall give the other party written notice thereof. No change to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits shall be effective unless and construction bidsuntil it has been approved in writing by both Landlord and Tenant. No deviation from the Building Standard will be permitted in the Space Plan or the The Plans and Specifications, as amended, shall thereafter, for all purposes, be considered the "Plans and Specifications" hereunder. Notwithstanding the foregoing, Tenant acknowledges that in the course of construction, certain changes, deviations or omissions may be required by governmental authorities or job conditions and Tenant agrees to such changes, deviations or omissions, provided reasonable deviations with respect that such changes, deviations, or omissions do not materially alter the value or appearance of the Leased Premises or materially reduce the quality of materials used in the construction of the improvements thereto. Tenant understands and agrees that any plans, renderings or drawings or similar documents which purport to depict any improvements to the ceilingLeased Premises are merely an approximation of, lightingand may not necessarily reflect, paintingactual, flooring and wall covering may be permitted with Landlord’s approvalas-built conditions. Landlord will not approve shall, upon Tenant's request, during the period of Tenants possession of the Leased Premises, permit Tenant to jointly exercise with Landlord the rights and benefits accruing under any deviations warranties, guaranties and service agreements, if any, covering those portions of the Leased Premises for which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedis responsible under Paragraph 6 hereof.

Plans and Specifications. After No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord receives may reasonably request, and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare a proposed construction schedule (the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the “Approved Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications ”) to Landlord for approval (or disapproval) within at least forty-five (545) Business Days on days prior to undertaking the same basis as set forth above. After and has obtained Landlord’s approvalprior written consent thereof, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval consent shall not be unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the precise location and design of the Communication Facility or other improvements, and the landscaping of the Premises. Xxxxxx agrees to secure the Communication Facility and other improvements and to address reasonable safety and aesthetics issues raised by Landlord. If Landlord fails to disapprove the plans within said forty-five (45) day period, said plans and specifications shall be deemed to be approved. The review and approval by Landlord under this Lease shall be in addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Approved Plans and Specifications shall be updated during the course of construction to reflect approved changes. Tenant reserves the right to make like-kind exchanges and replacements of equipment which do not materially alter the Premises and is installed in accordance with the terms of this Lease, but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, unless such like-kind exchange is made during an emergency, then Tenant shall give Landlord such notice as is reasonable or practicable under the circumstances. Xxxxxx agrees to reimburse Landlord for reasonable fees and costs incurred by Landlord in reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant, provided that Landlord submits to Tenant invoices showing such costs.

Plans and Specifications. After Landlord receives The parties acknowledge that EXHIBIT C contains only a partial description of the plans and approves specifications for Tenant’s Space Plan as provided above's work on the Premises and agree that Tenant shall deliver to Landlord, a detailed floor plan layout prepared at Tenant's expense (herein called "Tenant's Plans") reflecting the partitions, improvements and finish for the renovation of the existing building on the Premises to be performed by Tenant at Tenant's expense (the "Improvement Work"). Additionally, Tenant shall deliver to Landlord other information (including working drawings) showing the location of plumbing, fixtures, and other installations required by Tenant as soon as such information is developed and will cause arise Landlord of the cost to complete the Improvement Work shown on Tenant’s Architect 's Plans (the "Cost of Improvements") by submitting to prepare Landlord a project budget for approval as soon as such costs are determined. Landlord shall notify Tenant of Landlord's approval or disapproval of the Tenant's Plans and Specifications for the Tenant Cost of Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing , within ten (10) Business Days business days after receiving themreceipt thereof and if Landlord fails to either approve or disapprove of Tenant's Plans and Cost of Improvements within such timeframe, then such approval shall be deemed granted. If Landlord disapproves approves the Tenant's Plans and Specificationsthe Cost of Improvements, Landlord shall instruct Tenant will provide appropriately revised to proceed with such work described in the approved Tenant's Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval work shall be required deemed included in this Tenant Improvements Agreement, then notwithstanding anything to the contrary Tenant's work set forth in EXHIBIT C. If Landlord disapproves of Tenant's Plans or the LeaseCost of Improvements, Landlord’s approval shall not be unreasonably withheld, conditioned, Landlord will so notify Tenant and return such objectionable drawings or delayedbudget within the time above specified with written reasons for such disapproval.

Plans and Specifications. After Landlord receives Tenant shall, at its own expense, prepare plans and approves Tenant’s Space Plan specifications for a new building and improvements to be constructed on the Premises, which shall provide for a four-story building with 21 dwelling units with an enclosed on-grade parking structure at a Minimum Investment of $6,000,000. Minimum Investment includes all buildings and other improvements on the Premises, but shall not include inventory, moveable equipment, personal property items or soft costs. The plans and specifications shall comply with the architectural design guidelines for the “Riverfront Zone-Shanty” as provided aboveset forth in the South Pier Design Guidelines approved by the Landlord, a copy of which is on file with the Redevelopment Authority of the City of Sheboygan, except as modified with the consent of the Landlord, attached hereto as Exhibit “C.” Within ninety (90) days of the date of this Lease, Tenant will cause Tenant’s Architect shall submit the plans and specifications to prepare Landlord and to the Plans and Specifications City of Sheboygan Architectural Review Board for the Tenant Improvementswritten approval or disapproval. Landlord will shall in writing approve or disapprove the plans and specifications within sixty (specifically describing any reasons for disapproval60) the Plans and Specifications in writing within ten (10) Business Days after receiving themdays of receipt thereof. If Landlord disapproves of the plans and specifications, Landlord shall give Tenant an itemized statement of the reason therefor, and Tenant shall make necessary changes and resubmit the plans and specifications for approval prior to the commencement of construction. Either party shall have the option to terminate this Lease if resubmitted plans and specifications for the new building and improvements to be constructed on the Premises are disapproved with regard to the first phase of construction. Final approved Construction Plans for the improvements shall be attached to this Lease as Exhibit “E” at the time of approval. Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord specifications for approval (future improvements or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are removal of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval improvements shall be required in this Tenant Improvements Agreement, then notwithstanding anything subject to written approval of the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedLandlord prior to commencement of construction.

Plans and Specifications. After Landlord receives Lessee represents and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect warrants that (i) it has delivered to prepare Lessor accurate and complete copies of the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove and all other contract documents requested by Lessor, including all modifications thereof; and (specifically describing any reasons for disapprovalii) the Plans and Specifications in writing within ten (10) Business Days after receiving themand construction pursuant thereto and the use of the LTACH Facility contemplated thereby comply and will comply with all applicable governmental laws and regulations and requirements, zoning and subdivision ordinances, and standards and regulations of all governmental bodies exercising jurisdiction over the LTACH Facility, including health care licensing, environmental protection, energy, equal employment regulations and appropriate supervising boards of fire underwriters and similar agencies. If Landlord disapproves Lxxxxx agrees to provide to Lessor a certification of Lxxxxx’s architect to such effect as well as the approvals of any governmental body or agency exercising jurisdiction of the LTACH Facility. Lessor acknowledges its approval of the Plans and Specifications. Except as provided below, Tenant Lessee will provide appropriately revised Plans and Specifications not make, or cause or permit to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approvalbe made, Tenant will submit any change to the Plans and Specifications unless a request for permits the change has been submitted in writing to Lessor and approved in writing by the construction bidsmanager or general contractor, as the case may be, any tenants whose approval is required, Lessor and such other parties as Lessor may require. No deviation from the Building Standard Lessor's approval may be subject to such terms and conditions as Lessor reasonably may prescribe. Under no circumstances will be permitted any failure by Lessor to respond to a request for approval of a change in the Space Plan or Plans and Specifications be deemed to constitute approval of the request. Lessee will deliver promptly to Lessor copies of all bulletins, addenda, change orders and modifications to the Plans and Specifications. Lessor has the right at all times to require strict compliance with the original Plans and Specifications, provided reasonable deviations with respect but Lessee may effect changes in the Plans and Specifications from time to time, without first obtaining Lessor's approval, if (i) the changes do not impair the structural integrity, design concept or architectural appearance of the LTACH Facility or change the useable area of the LTACH Facility in any way, (ii) the changes will not result in a default in any other obligation to any other party or authority and (iii) the changes will not result in a net increase or decrease in the total Project Costs of ONE HUNDRED THOUSAND DOLLARS ($100,000) Dollars or more in the aggregate for all changes. Notwithstanding the foregoing, to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will extent that the cost to complete the LTACH Facility exceeds the Maximum Funded Amount (whether or not approve as a result of any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants such changes in the BuildingPlans and Specifications), or (c) are Lessee will be responsible for payment of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedexcess.

Plans and Specifications. After Annexed hereto as Exhibit C-1 is a matrix showing the elements of Landlord's Work and Tenant's Work. Landlord receives has prepared and approves delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant’s Space Plan as provided above. All of Landlord's Work shall be performed in accordance with Landlord's Plans and Specifications. Tenant agrees to deliver to Landlord by April 1, 2002 schematic and design plans (herein called "Schematic Tenant will cause Tenant’s Architect Plans") for the work to be undertaken to prepare the Plans Premises for Tenant's use and Specifications occupancy by Tenant (the "Tenant Work") for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans Landlord's review and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Schematic Tenant Plans, including, without limitation, providing copies of the Landlord's Plans and Specifications and any other information relating to the Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the same (and with respect to any revised submittal, within five (5) business days of receipt of the same) shall be deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the Tenant Work for Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord may not disapprove any matter that is consistent with Tenant's approved Schematic Tenant Plans. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and perform inspections.

Plans and Specifications. After Landlord receives (A) Within fifteen (15) days after the Effective Date, Contractor shall submit to Owner for Owner’s approval two (2) sets of plans and approves Tenant’s Space Plan specifications (the “Draft Plans and Specifications), which shall be in conformity with the provisions of the Proposal, as provided abovewell as the Standard Specifications, Tenant will cause Tenant’s Architect the C Set Plans and the Bid Addendum (if any). If within thirty (30) days after Owner shall have received the Draft Plans and Specifications, Owner shall not give notice to prepare the Contractor of any comments thereon, then such Draft Plans and Specifications for shall be deemed approved by Owner and shall constitute the Tenant Improvements“Final Plans and Specifications”, as the same are referred to in this Agreement. Landlord will approve or disapprove If within thirty (specifically describing any reasons for disapproval30) days after Owner shall have received such Draft Plans and Specifications, Owner shall give Contractor notice of comments thereon, then Contractor shall revise the Draft Plans and Specifications in writing accordance with said comments to the extent that said comments shall be in conformity with the provisions of the Proposal, the Standard Specifications, the C Set Plans and the Bid Addendum (if any) and resubmit to Owner for approval within ten (10) Business Days after receiving themdays of receipt of Owner’s notice of comments. If Landlord disapproves The procedure for approval and/or comments by Owner above set forth shall be repeated until such Draft Plans and Specifications shall be finally approved except that the time limit for approval and revision shall be ten (10) days. Upon Owner’s approval of the Draft Plans and Specifications in accordance with this Paragraph 1(A), such Draft Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on as the same basis as set forth above. After Landlord’s approval, Tenant will submit may have been revised pursuant to this Paragraph 1(A) shall be deemed the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the “Final Plans and Specifications”, provided reasonable deviations with respect as the same are referred to in this Agreement. If scope of the ceilingWork, lightingas indicated in Paragraph A of this Agreement, paintingis limited solely to fixture installation, flooring then the provisions of this Paragraph 1(A) shall not apply. If the scope of the Work, as indicated in Paragraph A of this Agreement, is limited solely to remodeling of existing premises, then the provisions of this Paragraph 1(A) shall not apply and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes the Standard Specifications, C Set Plans and the Bid Addendum (aif any) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants described in the Building, or (c) are Paragraph B of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval this Agreement shall be required deemed to be the “Final Plans and Specifications”, as the same are referred to in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Tenant shall submit to Landlord receives within fifteen business days after the date of this Amendment space plan(s) and approves other information (collectively the “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (the “Initial Construction Documents”) for the construction of the tenant finish in the Leased Premises (i.e., only Suite 3000). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant ImprovementsPlan. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days days after receiving receipt of the Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s expense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Plans “Construction Documents” and Specifications, provided reasonable deviations with respect all work to be performed by Landlord pursuant to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Construction Documents is referred to as the “Tenant Finish Work.” Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withhelddeemed to represent and warrant that the Construction Documents comply with any laws, conditionedordinances, orders, rules, and regulations of all governmental bodies (state, federal, and municipal) applicable to or delayedhaving jurisdiction over the use, occupancy, operation, and maintenance of the Leased Premises, including without limitations all applicable existing and future environmental laws and the Access Laws (as hereinafter defined) (those laws, ordinances, orders, rules, decisions, and regulations being called “Applicable Laws”) and Tenant, at its sole cost and expense, is responsible for the Construction Documents and Tenant’s business operations at the Leased Premises complying with Applicable Laws, including, without limitation, the Access Laws.

Plans and Specifications. After If Landlord receives and approves Tenant’s Space Plan as provided abovesuch Construction Project, Tenant will cause shall hire an architect, engineer or other professional to oversee construction, who shall be acceptable to Landlord (the "CONSTRUCTION CONSULTANT"); provided that Tenant may use an in- house Construction Consultant with at least 10 years or related experience. Tenant shall submit the architectural and engineering drawings and specifications in a manner consistent with Tenant’s Architect 's past practices and consistent with industry practice (as such plans and specifications may be developed or revised from time to prepare time (the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval"PLANS AND SPECIFICATIONS") the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s its review and approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld. The Plans and Specifications will include complete sets of architectural, conditionedstructural, mechanical, electrical and plumbing working drawings for the Construction Project. Landlord will either approve or delayeddisapprove the Plans and Specifications within fifteen (15) days after the date Landlord receives the Plans and Specifications. If Landlord does not approve the Plans and Specifications, Landlord will inform Tenant in writing of its objections and Tenant will revise the same and deliver a corrected version to Landlord for its approval. Tenant shall not commence construction of the Construction Project for which Tenant seeks prompt reimbursement of advances by Landlord until such time as Tenant has complied with SECTION 1 of this ARTICLE XV, Landlord has approved the Plans and Specifications, Landlord and Tenant have executed and delivered a new Addendum hereto, complete with revised EXHIBITS A AND B, and the proceeds of Additional Bonds have been deposited into the Construction Account established under the Indenture; Tenant shall not commence construction of the Construction Project for which Tenant has elected pursuant to SECTION 1 of this ARTICLE XV to defer reimbursement of advances by Landlord pending issuance of Additional Bonds until such time as Tenant has complied with SECTION 1 and SECTION 2 of this ARTICLE XV, Landlord has approved the Plans and Specifications and Landlord and Tenant have executed and delivered a new Addendum hereto. Unless otherwise agreed to in writing by Landlord and Tenant, all work involved in completion of the Construction Project shall be carried out by Tenant in accordance with the Plans and Specifications approved by Landlord.

Plans and Specifications. After Landlord receives Within thirty (30) days after full execution of the Lease and approves receipt of Landlord’s plans and specifications for Landlord’s Work, Tenant shall cause to be prepared fully- dimensioned quarter-inch (1/4”) scale plans (“Tenant’s Space Plan as provided abovePlans”), Tenant will cause to be delivered to Landlord for review and approval. The plans shall show, among other things, the specific requirements for the Premises, showing clearly the storefronts, interior partitions, trade fixture plans, lighting, electric outlets, floor coverings, exterior signs, and other specific requirements of Tenant, all in conformity with Landlord’s Work, and Tenant’s Architect to prepare the Plans and Specifications for the Tenant ImprovementsWork. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days business days after receiving themLandlord’s receipt of Tenant’s Plans, Landlord shall return Tenant’s Plans to Tenant with Landlord’s required modifications or approval. If Landlord disapproves the Plans and SpecificationsWithin fifteen (15) days after Tenant’s receipt of Landlord’s required modifications of Tenant’s Plans, Tenant will provide appropriately shall cause Tenant’s Plans to be revised Plans and Specifications resubmitted to Landlord for approval (or disapproval) within approval. Within five (5) Business Days on the same basis as set forth above. After business days following Landlord’s approvalapproval of Tenant’s Plans (the “Submittal Date”), Tenant will shall, at Tenant’s sole cost and expense, apply for Tenant’s Building Permits and all other permits required for Tenant’s Work, use and occupancy of the Premises, specifically including Tenant’s exterior sign plans, and Tenant shall submit the Tenant’s Plans to all applicable governmental authorities for approval. Tenant shall diligently seek to obtain Tenant’s Building Permits and Specifications for permits and construction bidsshall notify Landlord in writing of any changes to Tenant’s Plans required by any governmental authority. No deviation from the Building Standard will All changes to Tenant’s Plans shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect subject to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve For each Tenant submission to the applicable governmental authorities, Tenant agrees it shall pay any deviations reasonable fees which Landlord believes may be stipulated by such authorities for the expediting of the processing of Tenant’s Building Permits. Upon Tenant’s receipt of Tenant’s Building Permits, Tenant shall immediately deliver each of the following to Landlord: (a) do not conform to two (2) sets of the final plans for Tenant’s Work as approved by the applicable codes, ordinances and other Laws or are disapproved by any governmental agency, authorities (“Tenant’s Approved Plans”); (b) require services beyond the level normally provided to other tenants in the Building, or a copy of Tenant’s Building Permit; and (c) are executed copies of a nature policies of insurance or quality that are inconsistent with certificates thereof (as required under Article 14). Notwithstanding Landlord’s overall plan review and approval of Tenant’s Plans, neither Landlord, nor its agents, servants or objectives for employees shall have any liability in any respect to any inadequacies, deficiencies, errors or omissions in Tenant’s Plans or the Building. No approval by Landlord failure of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance Tenant’s Plans to comply with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedlaw.

Plans and Specifications. After Prior to making any Alterations (other than Decorative Alterations), Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications ("Plans") of each proposed Alteration, and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord's designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation (covering all persons to be employed by Tenant’s Space Plan , and Tenant's contractors and subcontractors in connection with such Alteration), commercial general liability (including property damage coverage) and business auto insurance and Builder's Risk coverage (as provided abovedescribed in Article 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations (excluding Decorative Alterations and Permitted Minor Non-Structural Alterations). Tenant will cause Tenant’s Architect shall give Landlord not less than 5 Business Days notice prior to prepare performing any Decorative Alteration or Permitted Minor Non-Structural Alteration, which notice shall contain a description of such Decorative Alteration or Permitted Minor Non-Structural Alteration. Landlord shall have 10 Business Days after receipt of the Plans and Specifications for the Tenant Improvements. Landlord will within which to approve or disapprove (specifically describing any reasons for disapproval) of the Plans for any proposed Alterations (other than Decorative Alterations and Specifications in writing Permitted Minor Non-Structural Alterations). If Landlord fails to timely approve or disapprove the Plans within ten (10) such 10 Business Day period and Tenant gives a second written request therefor to Landlord, then if Landlord does not specifically disapprove of the Plans within five Business Days after receiving them. If Landlord disapproves Landlord's receipt of such second written request, the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval second request shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, deemed approved by Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, require that all Leasehold Improvements to be performed pursuant to the Lease, as set forth on Exhibit “B-1” to the Lease, be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work (“Work”) to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord (“Landlord’s Space Plan as provided above, Architect”). Tenant will cause Tenantagrees to meet with Landlord’s Architect so as to prepare assure that the Plans and Specifications are submitted to Landlord following approval by Tenant within ten (10) days following the Effective Date of the Lease (or, in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification(s) as determined necessary or desirable by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications required by Landlord and thereafter to resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving them. If day period, Landlord disapproves the Plans and Specificationsmay, Tenant will provide appropriately revised at Tenant’s sole expense, have prepared Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After in accordance with Landlord’s approvalrequirements, Tenant will submit and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications for permits had been resubmitted by Tenant and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with approved by Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives shall retain the architect specified in the Basic Lease Information ("ARCHITECT") for the preparation of preliminary and approves final working architectural and engineering plans and specifications for the Tenant Improvements ("FINAL PLANS AND SPECIFICATIONS"). Landlord reserves the right to substitute for the Architect another architect of its selection. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to give under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any requested changes thereto because, in Landlord's reasonable opinion, the work as described in any such item, or any requested change, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant's premises or such other tenant's use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord's building standards, or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than ten percent (10%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord's performance, supervision or monitoring of the Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the adequacy of the design for Tenant’s Space Plan 's intended use of the Premises. Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as provided aboveExhibit B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant will cause Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the Tenant Improvements Allowance (hereafter defined in Paragraph 6), plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) ("TENANT'S T.I. BUDGET"), at Tenant’s Architect 's request, the Final Plans and Specifications may be revised once, at Tenant's cost and expense. Any such revisions shall be subject to prepare Landlord's approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the The amended Final Plans and Specifications shall be approved by Tenant (in writing within ten writing, if requested by Landlord) not later than three (103) Business Days days after receiving themLandlord's request therefor. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised shall thereafter submit such amended Final Plans and Specifications to Landlord its contractor and subcontractor for approval (or disapproval) within five (5) Business Days re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the amended Final Plans and Specifications for permits and construction bidsthe reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 8. No deviation from the Building Standard will be permitted in the Space Plan Tenant's failure to approve or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve disapprove any deviations matters which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in entitled to approve or disapprove pursuant to this Tenant Improvements Agreement, then notwithstanding anything Paragraph 4 shall be conclusively deemed to the contrary set forth in the Lease, Landlord’s be approval shall not be unreasonably withheld, conditioned, or delayedof same by Tenant.

Plans and Specifications. After If Landlord receives and approves fails to respond during such four (4) day period, Landlord shall automatically be deemed to have approved Tenant’s Space Plan proposed changes to the Final Phase I Plans and Specifications. Landlord, acting reasonably and in good faith, shall have seven (7) days from Tenant’s delivery of the final plans and specifications for the Phases (other than Phase I) of Landlord’s Work (the “Final Remaining Phases Plans and Specifications”) to advise Tenant, in writing, as provided aboveto whether or not Landlord desires any changes to the Final Remaining Phases Plans and Specifications. If Landlord fails to respond during such seven (7) day period, Landlord shall automatically be deemed to have approved the Final Remaining Phases Plans and Specifications. Tenant, acting reasonably and in good faith, shall have four (4) business days from Landlord’s delivery of Landlord’s response to advise Landlord, in writing, as to whether or not Tenant desires any changes to Landlord’s proposed changes to the Final Remaining Phases Plans and Specifications. If Tenant fails to respond during such four (4) business day period, Tenant will cause Tenantshall automatically be deemed to have approved Landlord’s Architect proposed changes to prepare the Final Remaining Phases Plans and Specifications. Within seven (7) business days after the Final Remaining Phases Plans and Specifications for the Tenant Improvements. have been finally approved (or deemed approved) by Landlord will approve or disapprove (specifically describing any reasons for disapproval) the and Tenant, Landlord shall submit such Final Remaining Phases Plans and Specifications to the contractors for bidding purposes in writing within ten (10) Business Days after receiving themaccordance with the provisions set forth below. If Landlord disapproves The Final Phase I Plans and Specifications and the Final Remaining Phases Plans and Specifications, shall sometimes collectively be referred to as the “Final Plans and Specifications.” In the essence of time, Landlord shall hire DSS Corporation as the general contract for Landlord Work. DSS Corporation agrees to competitively bid the work to all subcontractors and open-book all bids for Tenant will and Landlord review and selection. DSS Corporation shall receive a “cost plus 5%” fee. Tenant shall have the opportunity to review and provide appropriately revised input concerning the subcontractor bids, which Tenant agrees to do in a timely and good faith manner. Tenant acknowledges and agrees that Tenant Delay Factors, as defined in paragraph 4 of the Lease, shall include, without limitation, any delays resulting from (i) change orders to the Final Phase I Plans and Specifications or subsequent approved plans and specifications for the remaining phases of construction, requested by Tenant or by those acting for or under the direction of Tenant; (ii) the performance or completion by Tenant, or any entity or person employed by Tenant, of any work in or about the Premises; (iii) the failure of Tenant to supply adequate information to Landlord for approval (or disapproval) within five (5) Business Days on to prepare the same basis as set forth above. After Landlord’s approval, Tenant will submit the Final Phase I Plans and Specifications by March 13, 2007; or (iv) the failure of Landlord and Tenant to mutually agree on the Final Phase I Plans and Specifications or subsequent plans and specifications for permits the remaining phases of construction in a timely manner, provided that in each such instance Landlord first gives Tenant two (2) business days notice that if Tenant does not so cure its act or omission the same will thereafter be considered a Tenant Delay Factor. Except to the extent expressly provided in the Lease, Landlord shall have no liability or obligation whatsoever to remedy, replace or correct any alleged defects and construction bids. No deviation from the Building Standard deficiencies in Landlord’s Work; provided, however, that Landlord specifically warrants that (i) all loading doors will be permitted properly operational for three (3) months after the Commencement Date, absent any negligence of Tenant, and (ii) Landlord shall throughout the term of this Lease (as same may be extended) be responsible for repairing any latent defects in the Space Plan Improvements at Landlord’s sole cost. Landlord shall, to the extent permitted by law, assign all warranties associated with the Premises to, and cooperate with, Tenant in the enforcement of any express warranties or guarantees of workmanship or materials given by any contractors, subcontractors, architects, draftsmen, or materialmen relative to Landlord’s Work, the Plans roof or any relevant Building systems. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall not be responsible, to any extent whatsoever, for the repair, remediation or correction of any alleged deficiencies or defects in any materials and Specificationsworkmanship in and concerning Landlord’s Work to the extent that the existence or occurrence of such defects or deficiencies are the result of, provided reasonable deviations or due to, any negligent, willful or intentional or other acts or omissions of Tenant, its agents, employees, contractors, subcontractors, representatives or invitees. Tenant may not conduct any activities on the Premises that would have the effect of rendering any relevant warranties related to the performance of Landlord’s Work void (unless previously approved by the Landlord), and if Tenant does conduct any such activities and renders any relevant warranty void, Landlord will no longer have any obligations under the terms of the Lease with respect to the ceilingcomponent, lightingelement or feature of the Improvements that the warranty voided by Tenant’s activities had previously covered. Except as otherwise provided in this Lease, painting, flooring and wall covering at no time during the Lease term (as same may be permitted with Landlord’s approvalextended pursuant to any renewal option, if any) shall Tenant have any right, of any nature whatsoever, to withhold the timely payment of any rental due under the Lease as a result of, or due to, or because of, any alleged breaches by Landlord under the Lease or the alleged existence of any defects or deficiencies in the Improvements. Landlord shall obtain all applicable licenses, permits and approvals to complete the Tenant Improvements in accordance with all applicable laws. Landlord shall give Tenant estimates of the schedule for completion of each Phase of the Improvements and thirty (30) days prior written notice of the anticipated date each Phase of the Premises will not approve be ready for occupancy. Within thirty (30) days following the Commencement Date, and thereafter within thirty (30) days following the completion of each remaining Phase, Landlord and Tenant shall mutually conduct a walk-through of the Premises and compile a punch list which sets forth any deviations which Landlord believes (a) do not conform corrective work to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval be performed by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything respect to the contrary set forth in Improvements which Landlord, upon receipt, shall diligently pursue to correct. Landlord represents and warrants to Tenant with respect to each completed Phase, that as of the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.date each Phase is delivered to Tenant:

Plans and Specifications. After Landlord receives All plans and approves Tenant’s Space Plan specifications for any building to ------------------------ be erected on the Demised Premises shall be submitted to Lessor for Lessor's written approval or any revisions required by Lessor. Said right of approval shall include, without limitation, size and general design of the building, construction materials to be used, exterior paint colors, all to be (i) compatible with existing and future improvements located or to be located on adjacent land owned by the Lessor and (ii) in compliance with the development guidelines attached hereto as provided aboveExhibit X. Xxxxxx shall not unreasonably withhold such approval, Tenant will cause Tenant’s Architect and in the event of disapproval, Lessor shall give to prepare Lessee an itemized statement of reasons therefor within thirty (30) days after the Plans same are submitted to Lessor. If such plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans specifications are not approved and Specifications agreed to by Lessor and Lessee in writing within ten sixty (1060) Business Days days after receiving the same are first submitted to Lessor, then Lessor and Lessee shall select a mutually agreeable arbitrator, and the arbitrator so selected shall hear and determine the controversy and its decision as to the final plans and specifications shall be final and binding on both Lessor and Lessee, who shall bear the cost of such arbitration equally between them. If Landlord disapproves Such arbitrator shall determine the Plans controversy and Specificationsnotify Lessor and Lessee in writing of its determination within thirty (30) days after the controversy has first been submitted to such arbitrator. Within sixty (60) days after final approval of the plans, Tenant will provide appropriately revised Plans Lessee shall, at Lessee's sole expense, commence, and Specifications shall thereafter diligently prosecute to Landlord for approval (completion the construction of the proposed improvements in accordance with such plans and specifications. Prior to the commencement of any such work, Lessee shall furnish Lessor with a good and sufficient surety bond guaranteeing the completion of such building and the payment of all bills therefor or disapproval) within five (5) Business Days waivers of construction liens from all contractors and subcontractors to be utilized on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedproject.

Plans and Specifications. After If Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect fail to prepare mutually approve and agree upon the Final TI Plans and Specifications on or before October 15, 2011, then each Target Delivery Date will be extended automatically for the period of delay occasioned by any such failure, but the Rent Commencement Date shall not be changed except in the case Tenant ImprovementsDelay. Landlord will approve or disapprove (specifically describing any reasons for disapproval) Upon Tenant’s approval of the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Final TI Plans and Specifications, any further changes thereto shall be subject to Tenant’s prior written approval. Tenant agrees that it will provide appropriately revised not withhold its approval except for reasonable cause with respect to approval of the Final TI Plans and Specifications. Any objections made by Tenant to the Final TI Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on shall be consistent with the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the TI Outline Plans and Specifications. Except in accordance with the change order process described below, provided reasonable deviations Tenant shall not make any objections with respect to the ceilingFinal TI Plans and Specifications concerning items which are not consistent with the scope of work contemplated by the TI Outline Plans and Specifications. The Final TI Plans and Specifications shall be approved by Landlord and Tenant by affixing thereon the signature or initials of an authorized officer or employee or representative of each of the respective parties hereto and a complete description thereof shall be attached to each party’s copy of this Lease and made a part hereof as Exhibit C-1. Such Exhibit C-1 shall be in lieu of and shall replace Exhibit B-1 except and only as to non-construction matters contained in Exhibit B-1, lightingsuch as allowances and exclusions not expressly addressed by the Final TI Plans and Specifications. The signature of an authorized officer or employee or representative shall be deemed conclusive evidence of the approval indicated by such signature. Landlord agrees to appoint competent personnel to work with Tenant in the preparation of the Final Base Building Plans and Specifications and the Final TI Plans and Specifications and Tenant agrees to appoint a competent officer, painting, flooring and wall covering may be permitted employee or representative of Tenant to work with Landlord in the preparation of the same. Landlord designates Xxxx Xxxxxxxx as Landlord’s approvalrepresentative to work with Tenant with regard to all aspects of design and construction of the Demised Premises, including, without limitation, any change orders, and to provide any notices or directions to Tenant regarding the same, and Tenant designates Xxx Xxxxxxx as Tenant’s representative to work with Landlord with regard to all aspects of design and construction of the Demised Premises, including, without limitation, any change orders, and to provide any notices or directions to Landlord regarding the same. Landlord will not approve A party may replace or provide for a substituted designated representative (temporarily or permanently) at any deviations which Landlord believes (a) do not conform time and from time to applicable codes, ordinances and other Laws or are disapproved time by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything written notice to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedother party.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare shall deliver the Plans and Specifications to Landlord for the Tenant ImprovementsLandlord’s approval. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days after receiving themTenant delivers the Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord disapproves fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant shall revise the proposed Plans and Specifications, Tenant will provide appropriately Specifications to meet Landlord’s reasonable objections and deliver the revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval. In reviewing the resubmitted Plans and Specifications, Tenant will submit Landlord may only consider those parts of the Plans and Specifications for permits that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Plans and construction bids. No deviation from the Building Standard Specifications (i.e., those portions that Landlord did not previously object to) will be permitted deemed approved. Within ten (10) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the Space Plan necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above (based on the turnaround and the double notice provisions) until Landlord approves (or is deemed to have approved) the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances unreasonably withhold its approval of the Plans and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSpecifications.

Plans and Specifications. After The term "Plans and Specifications" shall ------------------------ mean the working drawings and specifications for the construction of the Layout Work in the Demised Premises, which working drawings and specifications will be prepared as set forth below. The Plans and Specifications shall include, without limitation, complete, detailed architectural drawings and specifications for Tenant's partition layout, reflected ceiling and other installations, and complete mechanical and electrical plans and specifications for installation of supplemental air conditioning systems, fire protection and electrical systems. Tenant, at Tenant's sole cost and expense (subject to the reimbursement obligation of Landlord receives hereinafter set forth), shall cause the proposed Plans and approves Specifications to be prepared by Tenant’s Space Plan 's architect and/or designer. All such proposed Plans and Specifications are expressly subject to Landlord's approval and shall comply with all applicable laws, rules and regulations. Tenant covenants and agrees to cause the proposed Plans and Specifications to be delivered to Landlord on or before October 15, 1999, and, upon approval by Landlord, Landlord will cause said plans to be filed, at Tenant's sole cost and expense, with the appropriate governmental agencies in such form (building notice, alteration or other form) as provided aboveLandlord may direct. In the event of any disapproval by Landlord of the proposed Plans and Specifications, Tenant will cause Tenant’s Architect shall, within fifteen (15) days, have the same revised and resubmitted to prepare Landlord for Landlord's approval. The proposed Plans and Specifications which have been approved by Landlord are referred to as the Plans and Specifications. Within thirty (30) days after the date upon which the Plans and Specifications were approved by Landlord, Tenant shall submit to Landlord a detailed statement including paid invoices showing the amounts paid by Tenant for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves preparation of the Plans and Specifications, and Landlord shall pay to Tenant will provide appropriately revised Plans and Specifications the amounts shown by such statement, but in no event shall Landlord be obligated to Landlord for approval pay Tenant an amount in excess of $1.00 multiplied by the Rentable Floor Area of the Demised Premises (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed"Design Allowance").

Plans and Specifications. After Landlord receives will make reasonable efforts to have the Architect deliver initial proposed plans and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications for the Tenant ImprovementsImprovement Work to Tenant by November 30, 2012. Tenant will cooperate fully with Landlord and the Architect in preparing the proposed plans and specifications in order to complete them as soon as is reasonably practicable. Tenant will approve or disapprove (specifically describing each set of proposed plans and specifications as soon as is reasonably practicable, but in any reasons for disapproval) the Plans and Specifications in writing case within ten (10) Business Days 10 business days after receiving Landlord delivers them. If Tenant acknowledges that if a final permit set of plans for the Phase 1 Tenant Improvements is not approved by Landlord disapproves and Tenant and ready to submit to the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications City for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specificationsby December 15, provided reasonable deviations with respect to the ceiling2012, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which be to deliver the Phase 1 Premises by March 1, 2013. Similarly, Tenant acknowledges that Landlord believes will not be able to deliver the Phase 2 Premises by July 1, 2013 if: (ai) do Architect is not conform able to applicable codesdeliver to Landlord and Tenant for approval an initial design development package of plans for the Connector Warm Shell Work and the Phase 2 Tenant Improvements by November 30, ordinances and other Laws or are disapproved by any governmental agency2012, (bii) require services beyond the level normally provided final permit set of plans for the Connector Warm Shell Work is not approved by Landlord and Tenant and ready to other tenants in submit to the BuildingCity for permits by January 2, or 2013, (ciii) the final permit set of plans for the Phase 2 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City by January 15, 2013. Landlord and Tenant agree to make all reasonable efforts to meet these dates. The plans and specifications that Landlord and Tenant approve for the Tenant Improvement Work are of a nature or quality that are inconsistent with the “Approved Tenant Improvement Plans ”. Landlord’s overall plan or objectives and Tenant’s review and approval of the plans and specifications for the Building. No approval Tenant Improvement Work is not an agreement or confirmation by Landlord of any deviation constitutes an acknowledgment by Landlord either party that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Approved Tenant Improvement Plans or the Tenant Improvements Agreement, then notwithstanding anything are fit for any particular purpose. Landlord agrees to pay for Tenant’s space planning meetings with Architect for up to $10,000 worth of planning work; this cost is in addition to the contrary set forth in Allowance. All other space planning and architectural costs are part of the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedTenant Improvement Costs.

Plans and Specifications. After a) Landlord receives may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to this Work Letter, as set forth on Exhibit "A-1" to this Work Letter, be specified in a set of plans and approves Tenant’s Space Plan specifications ("Plans and Specifications") in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord ("Landlord's Architect"), and Tenant shall be available to meet with Landlord's Architect so as provided above, Tenant will cause Tenant’s Architect to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following Lease execution (or in the case of a modification to the original Plans and Specifications, within ten (10). days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving them. If day period, Landlord disapproves may terminate the Plans Lease and Specificationsretain all deposits and other amounts paid by Tenant or, Tenant will provide appropriately revised at Tenant's sole expense, Landlord may prepare Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on in accordance with Landlord's requirements, and the same basis construction of the Leasehold Improvements shall proceed as set forth above. After Landlord’s approval, Tenant will submit if the final Plans and Specifications for permits had been resubmitted by Tenant and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with approved by Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Tenant shall submit to Landlord receives within 10 days after the date of this Amendment space plan(s) and approves other information (collectively, the Space Plan) necessary or required by Landlord to complete the initial plans and specifications (the Initial Construction Documents) for the construction of the tenant finish in the Expansion Space. Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided abovePlan. Within 10 days after receipt of the Initial Construction Documents, Tenant will cause shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themexpense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Plans Construction Documents, and Specifications, provided reasonable deviations with respect all work to be performed by Landlord pursuant to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalConstruction Documents is referred to as the Tenant Finish Work. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withhelddeemed to represent and warrant that the Construction Documents comply with applicable Laws, conditionedand Tenant, or delayedat its sole cost and expense, is responsible for the Construction Documents and Tenant’s business operations at the Premises (as expanded hereby) complying with applicable Laws.

Plans and Specifications. After Landlord receives and approves As soon as reasonably practical after Tenant’s Space Plan as provided above's execution of this Lease, Tenant will cause Tenant’s Architect shall furnish and submit to Landlord's architect such information as Landlord's architect may request from Tenant to prepare plans, specifications and working drawings for the tenant improvements, including architectural, mechanical and electrical engineering plans, specifications, working drawings and details (collectively, "Final Plans"), including information regarding the location of all partitions, doors, light fixtures, electrical outlets, telephone outlets and other standard and special installations required by Tenant, as well as wall finishes and floor coverings. Thereafter, the parties shall meet and confer as necessary to agree on the Final Plans, which Final Plans shall be subject to the reasonable approval of both parties. Tenant's written approval of the Final Plans shall be deemed Tenant's authorization for Landlord to proceed with Landlord's Work (defined below) in accordance with the approved Final Plans. Landlord shall not be obligated to proceed with Landlord's Work until both Landlord and Tenant have approved the Final Plans. As used herein, the term "Landlord's Work" shall mean the work contemplated by the Final Plans and Specifications the term "Improvement Costs" shall mean the cost of the Landlord's Work as performed in accordance with the Final Plans. In addition, as soon as reasonably practical after Tenant's execution of this Lease, Landlord and Tenant shall agree upon the interim improvements (the "Interim Improvements") to be constructed by Landlord in the first floor of the Premises to accommodate the occupancy of Passport Design, Inc. ("Passport") pursuant to the terms of the sublease for the first floor to Passport (the "Passport Sublease"), to be entered into by Tenant and Passport concurrently with the execution of this Lease. The plans for the Interim Improvements shall be subject to the reasonable approval of both parties. In connection with the construction of the tenant improvements referred to in Paragraph 1 above and the Interim Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) , the Plans parties hereto acknowledge and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves agree that the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted lobby in the Space Plan or first floor of the Plans Premises will consist of a common area foyer and Specifications, provided reasonable deviations with respect two 50 doors for separate access to the ceilingsecond floor of the Premises and the first floor of the Premises to be occupied by Passport pursuant to the Passport Sublease. Neither preparation of plans by Landlord's architect, lightingengineer or consultant nor any approval thereof by Landlord shall constitute any representation or warranty by or on behalf of Landlord as to the adequacy, paintingefficiency, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve suitability, fitness or desirability of any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws space layout or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, improvements or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval otherwise constitute assumption by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In responsibility for the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditionedaccuracy or sufficiency thereof, or delayedbe interpreted as a statement of compliance with code requirements, provided that nothing herein shall abrogate or impair any rights of Tenant against such architect, engineer or consultant on account of any errors or omissions.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided aboveTenant shall cause the construction of tenant improvements to the Premises ("Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) days after its execution of the Lease, Tenant will cause Tenant’s Architect shall deliver to prepare Landlord preliminary plans ("Preliminary Plans"), to be utilized in the Plans preparation of final working drawings and Specifications specifications for the Tenant Improvements. Landlord will approve or disapprove Promptly (specifically describing any reasons for disapproval) the Plans and Specifications but in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within no event less than five (5) Business Days on business days) after its receipt of the Preliminary Plans, Landlord shall return the same basis as set forth aboveto Tenant marked and accompanied by comments and Landlord's required revisions. After Landlord’s approvalWithin five (5) days thereafter, Tenant will shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final review and approval. Within five (5) days following Landlord's approval of the Plans Preliminary Plans, Tenant shall cause its architect to prepare and Specifications submit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for permits its review and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve shall advise Tenant promptly after Landlord's receipt of the Working Plans of any deviations which required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord believes for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications to the City of Cupertino (a"City") do not conform to applicable codes, ordinances and other Laws or are disapproved by any applicable governmental agency, (b) require services beyond agencies to obtain governmental approvals and issuance of necessary permits and licenses to construct the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to as shown on the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedWorking Plans.

Plans and Specifications. After Landlord receives shall retain an architect selected by Landlord for the preparation of preliminary and approves final working architectural and engineering plans and specifications for the Tenant Improvements (“Final Plans and Specifications”). Landlord reserves the right to substitute for the Architect another architect of its selection. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to give under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 9 below) because, in Landlord’s reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Project; (c) would increase the cost of operating the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant’s premises or such other tenant’s use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord’s building standards; or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than twenty percent (20%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord’s performance, supervision or monitoring of the Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the adequacy of the design for Tenant’s Space Plan as provided aboveintended use of the Premises. Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant will cause Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant’s Architect intended operations of its business within the Premises and Tenant’s use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to prepare the Lease as Exhibit B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 6) plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) (“Tenant’s T.I. Budget”), at Tenant’s request, the Final Plans and Specifications may be revised once, at Tenant’s cost and expense. Any such revisions shall be subject to Landlord’s approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the The amended Final Plans and Specifications shall be approved by Tenant (in writing within ten writing, if requested by Landlord) not later than three (103) Business Days days after receiving themLandlord’s request therefor. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised shall thereafter submit such amended Final Plans and Specifications to Landlord the Contractor (as hereinafter defined) and subcontractor for approval (or disapproval) within five (5) Business Days re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the amended Final Plans and Specifications for permits and construction bidsthe reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 8. No deviation from the Building Standard will be permitted in the Space Plan Tenant’s failure to approve or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve disapprove any deviations matters which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in entitled to approve or disapprove pursuant to this Tenant Improvements Agreement, then notwithstanding anything Paragraph 4 shall be conclusively deemed to the contrary set forth in the Lease, Landlord’s be approval shall not be unreasonably withheld, conditioned, or delayedof same by Tenant.

Plans and Specifications. After Promptly following the mutual execution of the Second Amendment, Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will shall cause Tenant’s Architect its architect (“Architect”) to prepare the Plans and Specifications submit to City for its approval a space plan for the Tenant ImprovementsLeasehold Improvement Work based on City’s program requirements for use of the Premises. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within City shall have ten (10) Business Days after receiving thembusiness days to approve or provide adjustments to the space plan. If Landlord disapproves Immediately following the Plans and SpecificationsCity’s approval of the space plan (the “Approved Space Plan”), Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Approved Space Plan or and any adjustments authorized by City, Landlord shall cause the Architect and a Leadership in Energy and Environmental Design (“LEED”) consultant (if required to meet City’s obligations to cause the Leasehold Improvements to comply with the requirements of Sections 700 through 713 of the San Francisco Environment Code), to prepare final plans, specifications and working drawings in form and detail sufficient for purposes of contractor pricing (the “Pricing Plans”). City shall have ten (10) business days to review and either approve of the Pricing Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations (which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld) or provide Landlord with City’s adjustments to the Pricing Plans. Provided that the Pricing Plans do not exceed the Maximum Construction Amount (as defined in Section 1(h) below, conditionedif the City fails to approve or disapprove the Pricing Plans within such ten-day period the Pricing Plans shall be deemed approved by the City. Immediately following City’s approval (or deemed approval) of the Pricing Plans, based on the approved Pricing Plans and any adjustments authorized by City, Landlord shall cause final plans, specifications and working drawings for the Leasehold Improvements to be prepared, in conformity with the requirements hereof. Landlord shall use commercially reasonable efforts to submit a copy of such final plans, specifications and working drawings in sufficient detail to define the work (the “Construction Drawings”) to City within sixty (60) days after the City’s approval of such Pricing Plans. The Construction Drawings shall be subject to City’s approval, which approval shall not be unreasonably withheld. City shall have ten (10) business days to review and either approve of the Construction Drawings or delayedprovide Landlord with the revisions that City reasonably requires in order to obtain City’s approval. If the City fails to approve or disapprove the Construction Drawings within such ten-day period, the Construction Drawings shall be deemed approved. As soon as reasonably possible, and no later than ten (10) business days thereafter, Landlord shall submit to City revised Construction Drawings that incorporate the revisions required by City. City shall have five (5) business days to review and approve the revisions to the Construction Drawings (which approval shall not be unreasonably withheld). If the City fails to approve or disapprove the revisions to the Construction Drawings within such five-day period, the revisions to the Construction Drawings shall be deemed approved. The final Construction Drawings approved by City shall be referred to as the “Construction Documents.”

Plans and Specifications. After Landlord receives To the extent not already completed as of the date of this Agreement, the Developer, in consultation and approves Tenant’s Space Plan as provided abovecooperation with the Adeptus Parties, Tenant will shall, within ten (10) days after the date hereof, cause Tenant’s the Architect to prepare complete the preparation of the final working drawings, plans and specifications for the Project, including interior partitions, finishes and other tenant improvement work, all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (4) copies of such working drawings, plans and specifications to MPT. The Developer and the Adeptus Parties acknowledge and agree that the Site Plan and the Plans and Specifications for must be prepared, completed and 17 approved in accordance with the Tenant Improvementsterms, provisions and conditions of the Recorded Agreements. Landlord will approve If MPT has any objections or disapprove (specifically describing comments with respect to any reasons for disapproval) such drawings, plans and specifications which are submitted to it, MPT shall submit the Plans same to the Developer and Specifications the Architect in writing within ten (10) Business Days after receiving themMPT’s receipt of such working drawings, plans and specifications and the Developer, in consultation and cooperation with the Adeptus Parties, shall promptly coordinate with the Architect and cause the requested comments, objections, changes and corrections to be addressed and made. If Landlord disapproves the Plans The Developer shall cause to be resubmitted promptly to MPT modified working drawings, plans and Specificationsspecifications addressing such comments, Tenant will provide appropriately revised Plans objections, changes and Specifications corrections, which shall be subject to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as review and approval procedures set forth above. After Landlord’s approval, Tenant will submit All working drawings and specifications which are approved by MPT are herein referred to as the “Plans and Specifications.” Approval of the Plans and Specifications for permits and construction bids. No deviation from by MPT shall constitute only an approval of the Building Standard will be permitted aesthetic features of the building described in the Space Plan or drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and SpecificationsSpecifications are satisfactory, provided reasonable deviations with respect to and shall not be construed as an approval of the ceilingcharacter or quality of the architectural, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve structural or engineering design of the Improvements or any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Buildingof their components, or (c) are of a nature or quality an acknowledgment that are inconsistent the design complies with Landlord’s overall plan or objectives for the Buildingapplicable building codes. No such approval by Landlord shall constitute a waiver of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary warranties or guaranties set forth in this Agreement or release the LeaseDeveloper, Landlordany Adeptus Party or the Architect from liability for any errors or omissions. Except as specifically set forth herein, none of the Plans and Specifications may be changed or otherwise modified without the prior written consent of MPT in its reasonable discretion. All costs, fees and expenses of the preparation of the Plans and Specifications by the Architect and any other consultants shall be included in the Development Budget. Additionally, the Developer, with the cooperation and assistance of the Adeptus Parties, shall use best efforts to ensure that Architect fulfills its obligations under the Architect Agreement and shall not reduce or diminish the Architect’s approval obligations or responsibilities under the Architect Agreement without the prior written consent of MPT, which may be withheld in the reasonable discretion of MPT. Notwithstanding the foregoing, Developer shall not be unreasonably withheld, conditioned, responsible for the errors and omissions that may be committed by the Architect or delayedany other Third Parties.

Plans and Specifications. After Landlord receives Developer shall (i) diligently finalize, process and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare obtain approval of the Plans and Specifications for the Tenant ImprovementsImprovements from the applicable Approving Authorities to the extent required by such entities, and (ii) apply to the utility service provider for the preparation of dry utility plans (“Utility Plans”). Landlord Upon receipt of the approved Plans for the Improvements and the Utility Plans for the dry utilities from the utility service provider, Developer will approve or disapprove (specifically describing any reasons for disapproval) furnish a copy of such Utility Plans to the Builder. After replacement of Exhibit B by the Revised Exhibit B, if Developer elects to amend the Plans and Specifications in writing within ten a manner that will result in a Material Change (10defined below), then Developer shall provide written notice of the Material Change (a “Notice of Material Change”) Business Days after receiving themto Builder if the Builder Lots are affected by the change. If Landlord disapproves The Notice of Material Change shall describe the modification to the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within requested by Developer. Builder shall have five (5) Business Days on business days after receipt of the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect Notice of Material Change to provide written notice to the ceilingDeveloper if it objects to the proposed Material Change (a “Notice of Material Change Objection”), lightingwhich shall describe revisions to the Material Change that would render it acceptable to Builder. If Builder fails to give a timely Notice of Material Change Objection to Developer, painting, flooring and wall covering may the Material Change shall be permitted deemed approved by Builder. If Developer performs any Material Change without first providing Builder with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Buildinga Notice of Material Change, or after Receiving a Notice of Material Change Objection, which objection has not been resolved in accordance with the following provisions, then Developer shall assume responsibility for the cost of correcting any such change, as well as the time impacts for making such correction. Within five (c5) are business days after delivery to Developer of a nature Notice of Material Change Objection, said Developer and the Builder shall meet to approve or quality that are inconsistent with Landlord’s overall plan or objectives for reject the BuildingMaterial Change. No approval by Landlord If Developer and Builder cannot reach an acceptable resolution regarding the Notice of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codesMaterial Change Objection, ordinances and other Laws. In the event that Landlord’s approval dispute shall be required in this Tenant Improvements Agreement, then notwithstanding anything resolved pursuant to the contrary arbitration provision set forth in Section 7 below. For purposes of this Section 4.1, a “Material Change” shall consist only of the Lease, Landlord’s approval shall not following changes to the approved Plans for the Improvements to be unreasonably withheld, conditioned, or delayed.installed for the benefit of the Property which have previously been approved by the applicable Approving Authorities:

Plans and Specifications. After Landlord receives At Landlord's sole cost and approves Tenant’s Space Plan expense, Landlord's Architect shall prepare (A) on or before March 15, 1999, plans and specifications for the civil and structural trades within the Base Building Improvements (such plans and specifications being herein referred to as provided above"CONSTRUCTION PACKAGE #1") substantially in accordance with the 901 Gateway Preliminary Specifications, and (B) on or before May 1, 1999, plans and specifications for all other trades within the Base Building Improvements ("CONSTRUCTION PACKAGE #2 and, together with Construction Package #1, collectively, the "BASE BUILDING PLANS AND SPECIFICATIONS"). Tenant will cause Tenant’s Architect shall have the right to prepare approve the Base Building Plans and Specifications for only to the Tenant Improvements. Landlord will approve or disapprove (specifically describing extent of any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 901 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditionedconditioned or delayed and, provided further, that if Tenant fails to respond within ten (10) days following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayeddelayed and provided further that if Tenant fails to respond within five (5) business days following Landlord's request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications and Working Drawings ------------------------ sufficient for the construction of the Tenant ImprovementsImprovements to be installed in the Premises (the "Drawings") shall be prepared by Tenant's Architect ("Architect") and submitted to Landlord. Within five (5) business days after Drawings have been delivered to Landlord, Landlord will shall reasonably approve or disapprove (specifically describing any reasons for disapproval) the Plans preliminary plans and Specifications specifications, provided Landlord shall specify in writing within ten (10) Business Days after receiving themany objections it shall have to the Drawings. If Landlord disapproves fails to disapprove the Plans and SpecificationsDrawings, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days business days after delivery thereof to Landlord, the Drawings shall be deemed approved. If Landlord reasonably disapproves the Drawings, Landlord shall, in its notice of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and Tenant shall disagree on any aspect of the Drawings, Landlord and Tenant will meet and promptly attempt to resolve any differences. Architect shall revise the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and Tenant, and resubmit the revised Drawings until the parties are able to agree on the same basis as set forth abovefinal form of Drawings. After Landlord’s approval, Tenant The parties will submit agree on the Plans and Specifications for permits and construction bids. No deviation from final form of Drawings within twenty (20) business days of the Building Standard will be permitted in the Space Plan or the Plans and Specificationsdate of Architect's initial submittal, provided reasonable deviations with respect in any and all events Landlord shall have at least three (3) business days to review and respond to the ceiling, lighting, painting, flooring final version of the Drawings. The working drawings and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations specifications which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval have been approved by Landlord and Tenant are hereinafter referred to as the "Approved Working Drawings." At the time of any deviation constitutes an acknowledgment by final approval of the Working Drawings, Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In shall specify which of the event that Landlord’s approval improvements shown on the Working Drawings shall be required in this to be removed by Tenant Improvements Agreementat Tenant's sole costs, then notwithstanding anything to upon the contrary set forth in expiration of the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedTerm and/or surrender of the Premises.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform Within 90 days of the date hereof, Landlord shall deliver to applicable codesTenant for Tenant’s approval (i) structural steel and foundation drawings including plans for site work in developing Parcels 12 and 13, ordinances and other Laws or are disapproved by any governmental agency, (bii) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives design development plans for the BuildingBuildings (collectively, “Preliminary Design Development Plans”). No approval by Tenant shall notify Landlord within 14 days after receipt of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that LandlordPreliminary Design Development Plans of Tenant’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s or disapproval of same. Such approval shall not be unreasonably withheld. Should Tenant disapprove, conditionedTenant shall provide its reasons therefore, and Landlord and Tenant shall work together in good faith to modify the Preliminary Design Development Plans to address Tenant’s concerns and requirements. In the event Tenant does not respond within said 14 days, Tenant shall be deemed to have approved the same. Notwithstanding the foregoing, but subject to the following two sentences, Landlord shall not be obligated to make changes to the Preliminary Design Development Plans that would result in an increase in the scope of the Landlord’s Work as outlined on Exhibits B and B-1. Landlord and Tenant acknowledge that Exhibit B is, in certain respects, conceptual in nature and accordingly may not fully describe with specificity all elements of Landlord’s Work intended to be covered by Exhibit B. In that regard, a change to the Preliminary Design Development Plans suggested by Tenant will not be deemed an increase in the scope of Landlord’s Work if the intent thereof is to clarify a construction detail reasonably suggested by Exhibit B. The Preliminary Design Development Plans as approved by Tenant (or delayeddeemed approved, as set forth above), shall be referred to herein as the “Final Design Development Plans.”

Plans and Specifications. After Tenant shall submit to Landlord receives within I 0 days after the date of this Lease space plan(s) and approves other information (collectively, the “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (the “Initial Construction Documents”) for the construction of the tenant finish in the Premises (including the Initial Premises and the Must Take Space). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided abovePlan. Within 10 days after receipt of the Initial Construction Documents, Tenant will cause shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themexpense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after Txxxxx’s initial approval is at Txxxxx’s expense. The approved Initial Construction Documents are referred to as the Plans “Construction Documents” and Specifications, provided reasonable deviations with respect all work to be performed by Landlord under the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalConstruction Documents is referred to as the “Tenant Finish Work”. Landlord will does not approve any deviations which Landlord believes (a) do not conform warrant that the Construction Documents comply with Applicable Requirements. Tenant, at its sole cost and expense, is responsible to applicable codes, ordinances ensure that the Construction Documents and other Laws or are disapproved by any governmental agency, (b) require services beyond Txxxxx’s business operations at the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent Premises comply with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedApplicable Requirements.

Plans and Specifications. After No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord receives may reasonably request, and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare a proposed construction schedule (the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the “Approved Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications ”) to Landlord for approval (or disapproval) within at least forty-five (545) Business Days on days prior to undertaking the same basis as set forth above. After and has obtained Landlord’s approvalprior written consent thereof, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval consent shall not be unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the precise location and design of the Communication Facility or other improvements, and the landscaping of the Premises. Tenant agrees to secure the Communication Facility and other improvements and to address reasonable safety and aesthetics issues raised by Landlord. If Landlord fails to disapprove the plans within said forty-five (45) day period, said plans and specifications shall be deemed to be approved. The review and approval by Landlord under this Lease shall be in addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Approved Plans and Specifications shall be updated during the course of construction to reflect approved changes. Tenant reserves the right to make like-kind exchanges and replacements of equipment which do not materially alter the Premises and is installed in accordance with the terms of this Lease, but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, unless such like-kind exchange is made during an emergency, then Tenant shall give Landlord such notice as is reasonable or practicable under the circumstances. Tenant agrees to reimburse Landlord for reasonable fees and costs incurred by Landlord in reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant, provided that Landlord submits to Tenant invoices showing such costs.

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Lease, as set forth on Exhibit “C-1” to the Lease, be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord (“Landlord’s Space Plan as provided aboveArchitect”), and Tenant will cause Tenantshall be available to meet with Landlord’s Architect so as to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following submission of the Plans and Specifications to Tenant by Landlord’s Architect (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving them. If day period, Landlord disapproves may terminate the Plans Lease and Specificationsretain all deposits and other amounts paid by Tenant or, Tenant will provide appropriately revised at Tenant’s sole expense, Landlord may prepare Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After in accordance with Landlord’s approvalrequirements, Tenant will submit and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications for permits had been resubmitted by Tenant and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with approved by Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Tenant may cause the construction of special improvements to the Premises ("Special Improvements), all in accordance with the provisions set forth below. Tenant shall deliver to Landlord receives preliminary plans ("Preliminary Plans"), to be utilized in the preparation of final working drawings and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications for the Tenant any Special Improvements. Promptly (but in no event less than three (3) business days after its receipt of the Preliminary Plans), Landlord will approve or disapprove (specifically describing any reasons for disapproval) shall return the Plans same to Tenant marked and Specifications in writing within ten (10) Business Days after receiving themaccompanied by comments and Landlord's required revisions. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within Within five (5) Business Days on the same basis as set forth above. After Landlord’s approvaldays thereafter, Tenant will shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final review and approval. Within five (5) days following Landlord's approval of the Plans Preliminary Plans, Tenant shall cause its architect to prepare and Specifications submit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for permits its review and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve shall advise Tenant promptly after landlord's receipt of the Working Plans, but in no event less than three (3) business days after its receipt thereof, of any deviations which required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord believes (a) do not conform for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications to applicable codes, ordinances the City of Santa Rosa and other Laws or are disapproved by applicable govxxxxental agencies to obtain governmental approvals and issuance of necessary permits and licenses to construct any governmental agency, (b) require services beyond Special Improvements as shown on the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedWorking Plans.

Plans and Specifications. After Landlord receives Landlord’s Architect has previously prepared the Original Base Building Plans and approves Specifications. At Tenant’s Space Plan as provided aboverequest, Tenant will cause Landlord has obtained the governmental approvals, permits and variances required for the construction of the Base Building Improvements contemplated under this Lease (the “Expansion Approvals”). At Tenant’s sole cost and expense, Landlord’s Architect to prepare shall modify and amend the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the “Base Building Plans and Specifications”). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided, further, that if Tenant fails to respond within ten (10) days following Landlord’s request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives shall retain the architect specified in the Basic Lease Information ("ARCHITECT") for the preparation of preliminary and approves final working architectural and engineering plans and specifications for the Tenant Improvements ("PLANS AND SPECIFICATIONS"). Tenant shall cooperate with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of the Plans and Specifications which Tenant is permitted to give under this EXHIBIT B. The Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. The Plans and Specifications approved by Landlord shall be referred to herein as the "FINAL PLANS AND SPECIFICATIONS." Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 7 below) because, in Landlord's reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord's ability to furnish services to Tenant’s Space Plan as provided above; (c) would increase the cost of operating the Building or the Project (unless Tenant agrees in writing to pay the full amount of any such increase); (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (h) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (i) is not, at a minimum in accordance with Landlord's building standards, or (j) would increase the Tenant Improvements Cost (defined in Paragraph 6 below) by more than ten percent (10%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord's performance, supervision or monitoring of the Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the adequacy of the design for Tenant's intended use of the Premises. As between Landlord and Tenant, Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will cause obtain one or more bids for the work shown on the Final Plans and Specifications and furnish a cost breakdown to Tenant’s Architect . In the event the estimated Tenant Improvements Cost, based on such bid(s) and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the Tenant Improvements Allowance (hereafter defined in Paragraph 5), plus any amounts which Tenant desires to prepare pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 7) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised, at Tenant's cost and expense. Any such revisions shall be subject to Landlord's approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the The amended Final Plans and Specifications shall be approved by Tenant (in writing within ten writing, if requested by Landlord) not later than three (103) Business Days business days after receiving themLandlord's request therefor. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised shall thereafter submit such amended Final Plans and Specifications to Landlord its contractor (the "CONTRACTOR") for approval (or disapproval) within five (5) Business Days re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the same basis as set forth above. After Landlord’s approval, Tenant will submit the amended Final Plans and Specifications for permits and construction bidsthe reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 8. No deviation from the Building Standard will be permitted in the Space Plan Tenant's failure to approve or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve disapprove any deviations matters which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in entitled to approve or disapprove pursuant to this Tenant Improvements Agreement, then notwithstanding anything Paragraph 3 shall be conclusively deemed to the contrary set forth in the Lease, Landlord’s be approval shall not be unreasonably withheld, conditioned, or delayedof same by Tenant.

Plans and Specifications. After Landlord receives and approves Tenant’s Tenant shall cause the construction of tenant improvements within the Expansion Space Plan as provided above("Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) days after its execution of the Amendment, Tenant will cause Tenant’s Architect shall deliver to prepare Landlord preliminary plans ("Preliminary Plans"), to be utilized in the Plans preparation of final working drawings and Specifications specifications for the Tenant Improvements. Landlord will approve or disapprove Promptly (specifically describing any reasons for disapproval) the Plans and Specifications but in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within no event less than five (5) Business Days on business days) after its receipt of the Preliminary Plans, Landlord shall return the same basis as set forth aboveto Tenant marked and accompanied by comments and Landlord's required revisions. After Landlord’s approvalWithin five (5) days thereafter, Tenant will shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final review and approval. Within five (5) days following Landlord's approval of the Plans Preliminary Plans, Tenant shall cause its architect to prepare and Specifications submit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for permits its review and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve shall advise Tenant promptly after Landlord's receipt of the Working Plans of any deviations which required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord believes for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications to the City of Cupertino (a"City") do not conform to applicable codes, ordinances and other Laws or are disapproved by any applicable governmental agency, (b) require services beyond agencies to obtain governmental approvals and issuance of necessary permits and licenses to construct the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to as shown on the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedWorking Plans.

Plans and Specifications. After Tenant's Consultants shall provide Landlord receives with all of the necessary final plans and approves specifications including working drawings ("Final Plans") required to construct the Improvements. Tenant’s Space Plan as provided above, Tenant 's Consultants will cause Tenant’s Architect be submitting partially complete plans and specifications to prepare Landlord from time to time. By the dates set forth in the Plans Schedule, attached to and Specifications for incorporated in this Lease as Schedule I ("Plans Schedule"), Tenant's Consultants shall provide Landlord with plans and specifications in a form and with a level of completeness reasonably satisfactory to Landlord so that Landlord may immediately commence construction without further delay or action requested by Tenant ("Constructable Plans"). Upon Landlord's receipt of Constructable Plans, Landlord shall promptly (1) proceed with the Tenant Improvements. Landlord will approve or disapprove construction contemplated thereby without delay to the extent reasonably possible; and (specifically describing any reasons for disapproval2) review the Plans within fifteen (15) days of receipt and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes shall notify Tenant: (a) whether the Plans do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agencyconstitute Constructable Plans, (b) require services beyond whether the level normally provided to other tenants in scope of the BuildingWork is not consistent with the Design Development Drawings, or (c) are if the Substantial Completion Date (as defined below) and Beneficial Occupancy Date will need to be adjusted as a result of a nature the impact of (a) or quality that are inconsistent with Landlord’s overall plan or objectives (b) above and (d) the number of days of Tenant Delay resulting from the above. Landlord and Tenant agree to use best efforts to agree on the above items. Landlord shall in no way be responsible for the Building. No approval by layout, design or engineering of the Premises provided that Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are constructs the Premises in conformance with applicable codes, ordinances the Constructable Plans and other Lawsthe Final Plans. In the event Tenant specifically agrees that Landlord’s approval all Plans delivered to Landlord by Tenant's Consultants shall be required in this deemed to have been approved by Tenant and that the Improvements Agreement, then notwithstanding anything represented by such Plans are desirable and suitable for Tenant's anticipated needs. Once any Constructable Plans have been received and accepted by Landlord any changes shall be considered a change order subject to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, any necessary time delays or delayedadditional costs.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect Lessee shall submit to prepare Lessor for its approval a complete set of the Plant Layout Plans and Specifications for the Tenant ImprovementsInterconnection Plans, respectively. Landlord will The Plant Layout Plans and the Interconnection Plans shall be consistent in all material respects with the description of the LNG Facility contained on Exhibit "C". Provided that the Plant Layout Plans and the Interconnection Plans are in all material respects consistent with said description, the other provisions of this Lease and all Legal Requirements, Lessor shall not unreasonably withhold its consent to such plans. Lessor shall either approve or disapprove each submittal pursuant to this Section 8.1 as soon as is reasonably practical after receipt of a complete submittal, but in any event within [***] after receipt thereof (specifically describing any reasons and if such submittal is a request for disapprovalan approval of a modification to a previously-approved submittal, within [***] after receipt thereof). Lessor's failure to respond within such [***] period (or such [***] period, as applicable) shall be deemed as its approval of the Plans and Specifications submittal (or modification, as applicable). If Lessor disapproves of the submittal, it shall so notify Lessee in writing within ten (10said [***] period, as applicable) Business Days after receiving themand, at the same time, provide Lessee with a reasonably detailed statement of the reasons why such submittal was disapproved. If Landlord disapproves In such latter event, Lessor and Lessee agree to cooperate reasonably with each other in resolving any objections of the other to the submittal or requested revisions. Once the Plant Layout Plans and SpecificationsInterconnection Plans have been approved by Lessor, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be binding on Lessor (absent a misrepresentation by Lessee) and no further approval by Lessor of such plans or Permits shall be required unless such plans are subsequently modified in any material respect, in which case such modifications shall be subject to Lessor's approval in accordance with this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Section 8.1. Lessor shall not be unreasonably withhelddeemed to have incurred or assumed any obligation or responsibility in connection with any aspect of the Plant Layout Plans or the Interconnection Plans, conditionedand nothing in the Project Agreements, nor any act or delayedfailure to act on the part of Lessor, shall be construed as a warranty or representation as to the adequacy or fitness of the LNG Facility or any aspect thereof or a waiver of a claim by Lessor relating to the LNG Facility. Once the Plant Layout Plans and the Interconnection Plans have been approved by Lessor, Lessor and Lessee shall enter into an amendment to this Lease which supplements Exhibit "C" with references to title and date all such approved Plant Layout Plans and Interconnection Plans.

Plans and Specifications. After Landlord receives As soon as reasonably practicable following the Effective Date, Tenant shall engage properly licensed architects, civil engineers and approves any other engineers or consultants necessary and appropriate to design, construct and install the Waterford I Additional Improvements. Tenant shall proceed, at Tenant’s Space Plan as provided abovesole cost and expense (subject to reimbursement from the Waterford I TI Allowance), Tenant will cause Tenant’s Architect to prepare a draft of the Plans improvements that Tenant desires to perform to the Waterford I Premises and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans shall deliver a complete copy of such draft plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications specifications to Landlord for approval Landlord’s review and written approval. Landlord shall review the draft plans and specifications and shall notify Tenant within seven (or disapproval7) within business days after Landlord’s receipt of the same as to whether Landlord approves the draft plans and specifications; if Landlord does not approve the draft plans and specifications, such notice from Landlord to Tenant shall provide Landlord’s specific and detailed comments and suggestions which, if incorporated in the draft plans and specifications, would render the draft plans and specifications acceptable to Landlord. Landlord and Tenant shall cooperate with one another in good faith to reach agreement regarding the draft plans and specifications as soon as reasonably practicable using good faith and diligent efforts; provided, that Landlord shall only have five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans business days to review and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which revised plans or specifications, and should Landlord believes fail to respond within such five (a5) do not conform to applicable codesbusiness day period, ordinances such plans and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval specifications shall be required in this Tenant Improvements Agreementdeemed approved. The final, then notwithstanding anything mutually approved plans and specifications are referred to herein as the contrary set forth in “Waterford I Improvement Plans.” The work which is described on such Waterford I Improvement Plans is referred to herein as the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed“Waterford I Additional Improvements.”

Plans and Specifications. After Landlord receives At Landlord's sole cost and approves Tenant’s Space Plan as provided aboveexpense, Landlord's Architect shall prepare, on or before November 15, 1998, plans and specifications (the "Base Building Plans and Specifications") for construction of the Base Building Improvements substantially in accordance with the 650 Gateway Preliminary Specifications. Tenant will cause Tenant’s Architect shall have the right to prepare approve the Base Building Plans and Specifications for only to the Tenant Improvements. Landlord will approve or disapprove (specifically describing extent of any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 650 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.delayed and, provided further that if Tenant fails to respond within [...***...]* business days following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed and provided further that if Tenant fails to respond within [...***...] business days following Landlord's request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements. * CONFIDENTIAL TREATMENT REQUESTED 2. 8

Plans and Specifications. After Tenant will develop a space plan for the Leased Premises that is reasonably acceptable to Landlord receives (the “Space Plan”). Within thirty (30) days after Xxxxxxxx’s receipt of the Space Plan, Landlord shall prepare and approves Tenant’s submit to Tenant a set of plans and specifications and/or construction drawings (the “Plans and Specifications”) covering all work to be performed by Landlord in constructing the leasehold improvements to the Leased Premises in accordance with the Space Plan as provided above, (the “Tenant will cause Tenant’s Architect to prepare Improvements”). Tenant shall have five (5) business days after receipt of the Plans and Specifications for in which to review the Plans and Specifications and to give Landlord written notice of Tenant’s approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant Improvementsshall have no right to request any leasehold improvements or any changes to the Plans and Specifications that would materially alter the Leased Premises, the exterior appearance or basic nature of the Building, or the Building systems. Landlord will If Tenant fails to approve or request changes to the Plans and Specifications within five (5) business days after its receipt of the Plans and Specifications, then Tenant shall be deemed to have approved the Plans and Specifications and the same shall thereupon be final. If Tenant requests any changes to the Plans and Specifications, Landlord shall make those changes which are reasonably requested by Tenant and shall within five (5) business days of its receipt of such request submit the revised portion of the Plans and Specifications to Tenant. Tenant may not thereafter disapprove (specifically describing the revised portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Plans and Specifications, and of any reasons for disapproval) revisions thereto, act reasonably and in good faith. Xxxxxx agrees to confirm Xxxxxx’s consent to the Plans and Specifications in writing within ten three (103) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlorddays following Xxxxxxxx’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedwritten request therefor.

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any), be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Land lord (“Landlord’s Space Plan Architect”), and Tenant shall be available to meet with Landlord ‘s Architect so as provided above, Tenant will cause Tenant’s Architect to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following Lease execution (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord ‘s reasonable discretion within ten (1 0) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall haves period often (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving them. If day period, Landlord disapproves may terminate the Plans Lease and Specificationsretain all deposits and other amounts paid by Tenant or, Tenant will provide appropriately revised Landlord may prepare Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After in accordance with Landlord’s approvalrequirements, Tenant will submit and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications for permits had been resubmitted by Tenant and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with approved by Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives shall provide Tenant with notice approving or disapproving any proposed plans and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications specifications for the Tenant ImprovementsImprovement Work within the Required Period (defined below) after the later of Landlord's receipt thereof from Tenant or the mutual execution and delivery of this Agreement. Landlord will approve or disapprove As used herein, "Required Period" means (specifically describing a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any reasons other plans and specifications (including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis for disapproval) Xxxxxxxx's disapproval and the Plans and Specifications in writing within ten (10) Business Days after receiving themchanges that would be necessary to resolve Landlord's objections. If Landlord disapproves the Plans and Specificationsfails to timely respond, then Tenant will provide appropriately revised Plans and Specifications may deliver to Landlord for approval (or disapproval) within five a written notice, which written notice must state in bold and all caps, "FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN FIVE (5) Business Days on BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE APPROVAL OF THE PROPOSED PLANS AND SPECIFICATIONS FOR THE TENANT IMPROVEMENT WORK." If Landlord fails to respond within such 5-business day period, then Landlord will be deemed to have approved the same basis as set forth aboveapplicable plans and specifications. After Landlord’s approvalIf, when Tenant requests Xxxxxxxx's approval of the plans and specifications for the Tenant Improvement Work, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. has specifically requested that Landlord identify any such Tenant Improvements that Landlord will not require to be removed pursuant to Section 8 of the Original Lease, and Xxxxxxxx's approval for such plans and specifications are deemed approve any deviations which as provided herein, Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this deemed to not require the Tenant Improvements Agreement, then notwithstanding anything Improvement Work to be removed upon the contrary set forth in expiration or earlier termination of the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themthe Plans and Specifications for the Tenant Improvements prepared by Tenant’s Architect and Landlord’s failure to approve or disapprove of (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving the Plans and Specifications will be deemed Landlord’s approval of the Plans and Specifications. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth aboveabove and Landlord’s failure to approve or disapprove of (specifically describing any reasons for disapproval) the revised Plans and Specifications in writing within five (5) Business Days after receiving the revised Plans and Specifications will be deemed Landlord’s approval of the revised Plans and Specifications. If Landlord again disapproves of the revised Plans and Specifications, the process described in the preceding sentence shall continue until Landlord approves the Plans and Specifications. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No material deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to Specifications without the ceiling, lighting, painting, flooring and wall covering may be permitted with prior written consent of Landlord’s approval. Landlord will not approve any material deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, or (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any material deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall Tenant will be required in this to use Landlord MEPs for the design of any Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedImprovements.