Common use of Construction Plans Clause in Contracts

Construction Plans. On or before fifteen (15) days after approval of the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen (151) days after approval Prior to the commencement of construction of the ------------------ Space Plan Project, the Developer will deliver to the City the Construction Plans, Construction Documents and a sworn construction cost statement certified by Landlord the Developer and Tenant, a licensed architect the General Contractor (the “Sworn Construction Cost Statement”) all in form and substance reasonably acceptable to Landlord (which architect may the City. The Construction Plans for the Project shall be consistent with the approved space planner if the space planner is a licensed architect)Development Program, at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenantthis Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant regulations and any site plan or design drawings previously submitted to the Space Plan (all improvements required by City. The City’s building official and the City Administrator of the City on behalf of the City shall promptly review any Construction Plans upon submission and deliver to the Developer a written statement approving the Construction Plans are herein called "Tenant's Improvements"), including color or a written statement rejecting the Construction Plans and design schemes, specifying in reasonable detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlsthe deficiencies in the Construction Plans. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until Approval of the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall Construction Plans may be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonswithheld unless: (i) the construction plans Construction Plans substantially conform to the terms and conditions of this Agreement; (ii) the Construction Plans are consistent with the goals and objectives of the Development Program, the TIF Plan and the Tax Abatement Program; (iii) the Construction Plans comply with any site plan or design drawings previously submitted to the City; and (iv) the Construction Plans do not conform violate any applicable federal, State or local laws, ordinances, rules or regulations. If the Construction Plans are not approved by the City, then the Developer shall make such changes as the City may reasonably require and resubmit revised Construction Plans to the City for approval. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City. The City’s approval shall not be unreasonably withheld or conditioned. Said approval. (2) No changes shall be made to the Construction Plans for the Project without the City’s prior written approval, unless the aggregate of such changes does not increase or decrease the total costs of the Project by more than 10%. No changes which materially alter (a) the Project’s site plan, (b) exterior appearance, (c) construction quality, or (d) exterior materials included in the final Design Drawings and Construction Plans shall be made without the City’s prior written consent. The approval of the City will not be unreasonably withheld, conditioned or delayed. (3) The approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the City does not constitute a representation or warranty by the City that the Construction Plans or the Project comply with any applicable building code, health or safety regulation, zoning regulation, environmental law or other law or regulation, or that the Project will meet the qualifications for issuance of a certificate of occupancy, or that the Project will meet the requirements of the Developer or any other users of the Project. Approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the City will not constitute a waiver of an Event of Default or of any State or City building or other code requirements that may apply. Nothing in this Agreement shall be construed to relieve the Developer of its obligations to receive any required approval of the Construction Plans from any City department and does not relieve the Developer of the obligation to comply with applicable federal, State and local laws, ordinances, rules and regulations, (ii) or to construct the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could Project in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforaccordance therewith.

Construction Plans. On or before fifteen ten (1510) days after approval of the ------------------ Space Plan Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved Landlord’s space planner if the space planner is a licensed architect)and engineer, at Tenant's expense, will prepare construction plans and specifications (such construction plans and specificationsplans, when approved by Landlord and Tenantapproved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's improvements ’s Improvements requested pursuant to the Space Plan Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called "called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within five three (53) business days after construction plans and specifications Construction Plans are delivered to LandlordTenant, Landlord Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and and, if disapproved, Landlord Tenant shall provide Tenant's architect Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the construction plans and specifications Construction Plans are approved by LandlordTenant; provided that if Landlord Tenant fails to respond in any five three (53) business day period, Landlord Tenant shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each Each day after September 15, 1998, thereafter that the construction plans Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen ten (1510) days after approval of the ------------------ Space Plan Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved Landlord’s space planner if the space planner is a licensed architect), at Tenant's expenseand engineer, will prepare construction plans and specifications (such construction plans and specificationsplans, when approved by Landlord and Tenantapproved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's improvements ’s Improvements requested pursuant to the Space Plan Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called "called, “Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Space Plans and Construction Plans shall not exceed $1.10 per usable square foot. Within five three (53) business days after construction plans and specifications Construction Plans are delivered to LandlordTenant, Landlord Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and and, if disapproved, Landlord Tenant shall provide Tenant's architect Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the construction plans and specifications Construction Plans are approved by LandlordTenant; provided that if Landlord Tenant fails to respond in any five three (53) business day period, Landlord Tenant shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each Each day after September 15, 1998, thereafter that the construction plans Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen (15) days after Prior to the approval of the ------------------ Space Plan by Landlord Supplement and Tenantinitial installation of all Light Poles, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Equipment, at Tenant's expenseand/or replacement Light Poles, will prepare and for any and all subsequent revisions and/or modifications thereof, or additions thereto, LICENSEE shall provide LICENSOR with construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") which shall be submitted to the LICENSOR through its Planning and Development Department electronic plan submittal process, and consisting of the following: Line or CAD drawings (AutoCAD DWG format or ESRI Shapefile) showing the location and materials of all planned installations, plus an engineer's estimate of all materials and construction methods, with locations to be shown using UTM projection coordinates NAD83, Zone 14N, US-ET; Construction Specifications and Product Specifications for all planned installations; Diagrams and Shop Drawings of Tenant's improvements proposed Equipment and/or new replacement Light Poles; Drawings showing elevations of the proposed equipment to be installed, and identification and distance to nearby features (and, when requested pursuant by LICENSOR, photo simulations); and A complete and detailed inventory of all Equipment and personal property of LICENSEE to be actually placed on the Space Plan Site. LICENSOR retains the right to survey the installed Equipment and to reject construction that does not comport with the approved Construction Plans, Uniform Manual, or City Ordinances Construction Plans shall be easily readable and subject to prior written approval by LICENSOR, which shall not be withheld, conditioned, or delayed without cause. LICENSOR shall have sixty (all improvements required by 60) calendar days to review and comment on the Construction Plans are herein called "Tenant's Improvements")and deficiencies and resubmittals shall be handled as provided in Article II, including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlsabove. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails Failure to respond in any five within sixty (560) business day period, Landlord shall be calendar days does not create a "deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans rejection" or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member "deemed acceptance" of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections")Construction Plans. If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and Should the Construction Plans within thirty (30) days need to be revised based on the comments provided by LICENSOR, no construction shall commence until final approval is granted by LICENSOR. Final Construction Plans shall have affixed to them the signature of receipt LICENSEE's engineer who shall be licensed in the State of an invoice thereforSouth Dakota. LICENSEE must obtain its building/construction permit on a timely basis as provided by City Ordinance or such plan approval will expire without notice. LICENSEE or its Contractor must timely commence construction and/or installation after obtaining the required permits for such construction and/or installation, and must timely call for and submit to inspection upon completion as provided by City Ordinance. LICENSEE must make payment of Make-Ready Costs related to work to be performed by LICENSOR, as applicable, and the installation must be inspected by LICENSOR before LICENSOR accepts ownership and maintenance responsibility for the subject Light Poles.

Construction Plans. On or before fifteen seven (157) business days after approval of both the ------------------ Space Plan Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved Landlord’s space planner if the space planner is a licensed architect), at Tenant's expense, and engineer will meet to prepare construction plans and specifications (such construction plans and specificationsplans, when approved by Landlord and Tenantapproved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's the improvements requested pursuant to the Expansion Premises (individually and collectively, the “Expansion Improvements”) described in the Space Plan (all improvements required by Plan, the Construction Plans are herein called "Tenant's Improvements")Design and Color Scheme and the Above Standard Product Specification List, including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard Standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications the Construction Plans are delivered to LandlordTenant, Landlord Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and and, if disapproved, Landlord Tenant shall provide Tenant's architect Landlord and Landlord’s space planner and engineer specific reasons for disapproval. If Tenant disapproves of any aspect of the Construction Plans, Landlord shall cause Landlord’s space planner and engineer to revise the applicable portions of the Construction Plans to address Tenants objections, and shall deliver such revised documentation to Tenant. The foregoing process shall continue until the construction plans and specifications Construction Plans are approved by LandlordTenant; provided that if Landlord Tenant fails to respond in any five (5) business day period, Landlord Tenant shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each Each day after September 15, 1998, thereafter that the construction plans Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant The Expansion Improvements shall reimburse Landlord for the cost not include any of Landlord's architectural review of the Space Plan Tenant’s trade fixtures, equipment, furniture, furnishings, telephone and the Construction Plans within thirty (30) days of receipt of an invoice therefordate equipment or other personal property.

Construction Plans. On or before fifteen Within sixty (1560) days after written approval (or deemed approval) of the ------------------ Space Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Landlord, at Tenant's expense’s expense (subject to reimbursement through the Finish Allowance), will prepare construction plans and specifications (such construction plans and specificationsplans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's ’s improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "“Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant's ’s architect specific reasons for disapproval. If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval. Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any the five (5) or any three (3) business day period, as applicable, Landlord shall be deemed to have approved the last submitted construction plans. If the construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before April 30, 2012 for any reason whatsoever, then each day after April 30, 2012 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises Third Expansion Space or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen Tenant shall prepare final plans and specifications for the Tenant Improvements that (15a) days after approval are consistent with and are logical evolutions of the ------------------ Space Plan by Landlord Approved Schematic Plans and (b) incorporate any other Tenant, a licensed architect reasonably acceptable to Landlord -requested (which architect may be the approved space planner if the space planner is a licensed architectand Landlord-approved) Changes (as defined below), at Tenant's expense, will prepare construction . As soon as such final plans and specifications (“Construction Plans”) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or disapproved by Landlord within seven (7) business days after delivery to Landlord. Landlord’s failure to respond within such construction plans seven (7) business day period shall be deemed approval by Landlord. If the Construction Plans are reasonably disapproved by Landlord, then Landlord shall notify Tenant in writing of its objections to such Construction Plans, and specificationsthe parties shall confer and negotiate in good faith to reach agreement on the Construction Plans. If subsequent versions of such Construction Plans are submitted in response to Landlord comments, when Landlord shall be deemed to approve the same unless Landlord reasonably objects within three (3) business days after receipt thereof. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies of such Construction Plans shall be initialed and all changes and amendments thereto agreed to dated by Landlord and Tenant, and Tenant in writingshall promptly submit such Construction Plans to all appropriate Governmental Authorities for approval. Notwithstanding the prior sentence, are herein called the "Construction Plans") for all if Landlord has approved drafts or iterations of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements")prior to the finalization of such plans, including color and design schemes, detail and finish drawings Landlord’s pending approval of the finalized Construction Plans shall not prohibit Tenant from submitting such Construction Plans to appropriate Governmental Authorities for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlsapproval prior to receipt of Landlord’s approval. Within five (5) business days after construction plans and specifications are delivered Following Landlord’s approval of drafts or iterations of the Construction Plans prior to Landlordfinalization of such plans, Landlord shall approve only have the ability to object to previously approved components or disapprove same details included in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member subsequent versions of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days submitted for its review and approval if Tenant makes modifications which constitute a material departure from the previously approved components or details included in the prior drafts or iterations of receipt the Construction Plans. Landlord shall continue to have reasonable approval rights in its review of an invoice therefornew components or details added in to subsequent versions of the Construction Plans. The final drafts of such Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.” Subject to the limitations set forth in Section 1.3, Tenant shall have the right and responsibility to coordinate the processes of bidding and selection of contractors and consultants, which process, may commence in phases prior to submission and approval of the final draft of the Construction Plans.

Construction Plans. On or before fifteen the date which is twelve (1512) days months after Landlord has delivered written notice of Landlord’s approval of the ------------------ Space Plan by Design Development Plans in accordance with clause (x) or clause (1) of Section 10.2(b)(ii) of this Lease, Constructing Party shall deliver to Landlord and Tenantthe Construction Plans for all phases of the Hotel Project. To facilitate the prompt construction of the Hotel Project, a licensed architect reasonably acceptable Constructing Party shall have the right to submit the Construction Plans to Landlord (which architect i) in one or more phases and/or (ii) concurrently with Constructing Party’s submission of such Construction Plans to the City (including the building department and/or planning commission of the City) and/or LGCB. If Constructing Party elects to submit the Construction Plans to Landlord in one or more phases, then such phases may be the approved space planner if the space planner is a licensed architectconsist of, without limitation, separate phases for foundation work, core and shell work (including separate or consolidated phases for structural, envelope and infrastructure work), at Tenant's expenseinterior fit-out work (including separate or consolidated phases for architecture and finishes, will prepare fixtures and equipment) and other customary construction plans work sequences. Landlord shall have no right to approve the Construction Plans provided by Constructing Party; provided, however, any material inconsistencies between the Construction Plans and specifications (such construction plans and specifications, when the Design Development Plans approved by Landlord in accordance with Section 10.2(b)(ii) of this Lease, or any such inconsistencies that result in the quality or operating standard of the Hotel Project no longer being consistent with or better than that of a Comparable Project and Tenantin accordance with the Operating Standard set forth in Section 19.1 of this Lease or result in a reduction of the number of hotel rooms in the Hotel Project to be constructed in excess of ten (10%) of the number of hotel rooms shown in the Design Development Plans approved by Landlord, and all changes and amendments thereto agreed shall be subject to by Landlord and Tenant in writingLandlord's prior written approval, are herein called which shall not be unreasonably withheld. For the "Construction Plans") for all avoidance of Tenant's improvements requested pursuant doubt, Landlord’s right to the Space Plan (all improvements required by approve material inconsistencies between the Construction Plans and the Design Development Plans approved by Landlord under this Section 10.2(b)(iii) shall not apply to minor revisions to the Construction Plans which are herein called "Tenant's Improvements")made to address (1) construction-related comments received from the City in connection with the building permit review process, including color (2) public works and design schemesutility requirements, detail and finish drawings (3) the coordination of submittals by the Contractor, (4) requests for partitionsinformation received from the Contractor, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days reasonable substitution requests received from the Contractor or (6) day-to-day value and budget management. If there is an inconsistency between the Construction Plans and the Design Development Plans approved by Landlord that requires Landlord’s approval pursuant to this Section 10.2(b)(iii), Constructing Party shall deliver written notice of such material inconsistency to Landlord, together with complete copies of the applicable Construction Plans and Design Development Plans and a reasonably detailed statement describing such inconsistency, for Landlord’s review and approval or disapproval in accordance with this Section 10.2(b)(iii). Within twenty (20) Business Days after construction plans and specifications are delivered the date Constructing Party delivers such written notice to Landlord, Landlord shall approve deliver written notice to Constructing Party of: (x) Landlord’s approval of the applicable Construction Plans; or disapprove same in writing and if disapproved(y) Landlord’s disapproval of such Construction Plans, Landlord shall provide Tenant's architect specific reasons together with a reasonably detailed statement of the reasonable basis for disapprovalLandlord’s disapproval thereof. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if If Landlord fails to respond in any five deliver written notice to Constructing Party pursuant to clause (5x) business day or clause (y) of the immediately preceding sentence within such twenty (20) Business Day period, then Landlord shall be automatically deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: delivered an approval notice under clause (ix) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunderimmediately preceding sentence. If Landlord does not elect to so terminatedelivers timely written notice of Landlord’s disapproval of the applicable Construction Plans in accordance with clause (y) above, then each day after September 15(I) Constructing Party shall cause such Construction Plans to be revised to address the reasonable basis for Landlord’s disapproval thereof and deliver the revised Construction Plans to Landlord and (II) the process described above shall proceed on an iterative basis until Landlord approves the revised Construction Plans, 1998, except that the construction plans twenty (20) Business Day period described above will be shortened to ten (10) Business Days. Constructing Party may revise the Construction Plans after Landlord has delivered written notice of Landlord’s approval of the Construction Plans in accordance with clause (x) of this Section 10.2(b)(iii). If, after Landlord has delivered written notice of Landlord’s approval of the Construction Plans in accordance with clause (x) of this Section 10.2(b)(iii), the approved Construction Plans are not revised in a manner that causes the Construction Plans to be materially inconsistent with the Design Development Plans approved by Tenant Landlord in accordance with Section 10.2(b)(ii) of this Lease, then (A) Constructing Party shall constitute one deliver written notice of such material inconsistency to Landlord, together with complete copies of the revised Construction Plans and the Design Development Plans, and (B) Landlord shall, within ten (10) Business Days after the date Constructing Party delivers such written notice to Landlord, deliver written notice to Constructing Party of (1) day Landlord’s approval of Tenant Delaythe revised Construction Plans or (2) Landlord’s disapproval of the revised Construction Plans, together with a reasonably detailed statement of the reasonable basis for Landlord’s disapproval thereof. Tenant If Landlord fails to deliver written notice to Constructing Party pursuant to clause (1) or clause (2) of the immediately preceding sentence within such ten (10) Business Day period, then Landlord shall reimburse be automatically deemed to have delivered an approval notice under clause (1) of the immediately preceding sentence. If Landlord for the cost delivers timely written notice of Landlord's architectural review ’s disapproval of the Space Plan and revised Construction Plans in accordance with clause (2) above, then the parties shall proceed as though Landlord delivered written notice of Landlord’s disapproval of the Construction Plans within thirty in accordance with clause (30y) days of receipt of an invoice thereforabove.

Construction Plans. On or before fifteen (15) days after approval of the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable Tenant shall cause to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by prepared the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules Tenant Improvements that are consistent with and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review logical evolutions of the Space Plan and the building standards. The Construction Plans shall be delivered to Landlord for approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall respond to the Construction Plans within ten (10) business days of its receipt thereof. Within a reasonable period of time after receipt of Landlord's response (not to exceed thirty (30) days days), Tenant shall respond to any objections of receipt Landlord to the Construction Plans and shall resubmit appropriately revised Construction Plans prepared by Tenant's Architect, and such resubmitted Construction Plans shall clearly indicate which portions of the Construction Plans are revised and which portions of the Construction Plans remain unchanged from the previously submitted Construction Plans. This process shall be repeated until the Construction Plans have been completed by Tenant and approved in writing by Landlord. (The Construction Plans for all of the improvements to be constructed in the Premises, as approved in writing by Landlord, as revised by Tenant from time to time with Landlord's written approval in accordance with the following provisions of this Section 3.1, are hereinafter called the "Final Plans"). Tenant shall cause Tenant's Contractor to (A) obtain Landlord's prior written approval (which Landlord shall not unreasonably withhold or delay) of all subcontractors to be utilized in the performance of any construction work affecting the Building's life safety, mechanical or electrical systems, (B) obtain all necessary governmental permits and approvals in connection with the Tenant Improvements (including demolition, if applicable) shown on the Final Plans (and Landlord shall have no responsibility whatsoever in connection with obtaining the same), (C) furnish to Landlord, prior to the commencement of any construction in the Premises, certificates evidencing comprehensive public liability insurance with limits per occurrence of not less than Two Million Dollars ($2,000,000.00) and property damage insurance with limits per occurrence of not less than One Million Dollars ($1,000,000.00), covering Tenant's Contractor's and subcontractors' operations in the Premises and the Building (including any liability arising out of work involving Hazardous Materials) and builders' risk insurance providing coverage in an invoice thereforamount equal to the full value of the Tenant Improvements upon completion thereof, and with respect to all such insurance naming Landlord as an additional insured, and upon Landlord's request also naming any or all of the mortgagees as additional insureds, (D) perform the construction work in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building, and (E) perform the construction work in accordance with applicable Laws and in such manner as to minimize disturbance of other tenants and occupants of the Building and, with respect to any work the sound levels or other effects of which would unreasonably disturb other tenants or occupants of the Building, perform such work during other than normal business hours. Landlord shall have no responsibility for furnishing any security services in or about the Building or the Premises to safeguard Tenant's construction of the Tenant Improvements or materials in connection therewith, and Tenant shall have full responsibility for any loss or damage thereof; provided that any security actions taken by Tenant, its agents or contractors, with respect to such Tenant Improvements or materials shall be consistent with and shall not interfere in any respect with any reasonable security requirements established by Landlord for the Building.

Construction Plans. On or before fifteen (15) days after approval of After Landlord approves the ------------------ Proposed Space Plan by Landlord and Plan, Tenant will cause Tenant, a licensed architect reasonably acceptable ’s Architect to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction fully dimensioned one-quarter inch scale plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all form of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish working drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules are based on and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to consistent with the Space Plan, (ii) are complete and show the full detailed scope of all work to be performed in the Premises, (iii) contain all information and supporting diagrams, schedules, and related data required for the construction of the work, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Buildingcomply with Applicable Law, (v) the design and/or color include a fixture plan and show all partition locations, doors, freestanding workstations, built-ins, cabinets, reception desks, conference room tables, ceiling plans, carpets and floor coverings, plumbing locations, air conditioning distribution system and duct work locations (described in detail in subsection (c) below), lighting plans, telecommunication and computer cabling plans, security systems, finish schedules, location of the improvements which can been seen from the Common Areas do not conform electrical, telephone, and data outlets, and special use areas, if any, that might require modifications to the design and/or color scheme generally found in other parts of the BuildingProject, (vi) the work required by the construction plans affects the exterior include complete sets of the Premises or the Buildingdetailed architectural, or structural (if applicable), mechanical, electrical, and plumbing working drawings, and (vii) are in form and contain instructions and specifications sufficient to obtain a building permit (the construction plans are incomplete “Proposed Construction Plans”). Tenant will deliver the Proposed Construction Plans to Landlord within 15 days after the date that Landlord approves the Proposed Space Plan. Within 10 days after Landlord receives the Proposed Construction Plans, Landlord will notify Tenant whether it approves or contain material errors disapproves the Proposed Construction Plans (a “Construction Plan Notice”); and if Landlord disapproves, Landlord will provide Tenant with its reasons for disapproval and Tenant will cause Tenant’s Architect to revise and redeliver the Proposed Construction Plans to Landlord within 10 days after receipt of a Construction Plan Notice. Landlord will not charge any plan review fees or omissions approval fees other than the Monitoring Fee. This process will be repeated until Landlord approves the Proposed Construction Plans (collectivelyas approved, "Permitted Objections"and including changes modifications agreed to by the parties, referred to as the “Construction Plans”). If Tenant has not submitted Proposed Construction Plans that Landlord is willing to approve within 60 days after the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted ObjectionsEffective Date (the “Construction Plans Termination Date”), Landlord may, at its sole option, may terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforLease.

Construction Plans. On or before fifteen (15) days after Prior to the approval of the ------------------ Space Plan by Landlord Supplement and Tenantinitial installation of new or replacement poles for the attachment of LICENSEE's Equipment, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)and for any and all subsequent revisions and/or modifications thereof, at Tenant's expenseor additions thereto, will prepare LICENSEE shall provide LICENSOR with construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") consisting of the following: Line or CAD drawings (AutoCAD DWG format or ESRI Shapefile) showing the location and materials of all planned installations, plus an engineer's estimate of all materials and construction methods, with locations to be shown using UTM projection coordinates NAD83, Zone 14N, US-ET; Construction Specifications and Product Specifications for all planned installations; Diagrams and Shop Drawings of Tenantproposed Equipment and/or new or replacement LICENSOR Poles; Drawings showing elevations of the proposed equipment to be installed, and identification and distance to nearby features (and, when requested by LICENSOR, photo simulations); and A complete and detailed inventory of all Equipment and personal property of LICENSEE to be actually placed on the Site. LICENSOR retains the right to survey the installed Equipment and to reject construction that does not comport with the approved Construction Plans or LICENSOR's improvements requested Code Standards. Construction Plans shall be easily readable and subject to prior written approval by LICENSOR, which shall not be withheld, conditioned, or delayed without cause. To the extent not included with an application submitted pursuant to the Space Plan Paragraph II.c., LICENSOR shall have sixty (all improvements required by 60) calendar days to review and comment on the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail deficiencies and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord resubmittals shall be deemed handled as provided in Article II, above. Should the Construction Plans need to be revised based on the comments provided by LICENSOR, no construction shall commence until final approval is granted by LICENSOR, and any permits or other authorization to commence construction are issued by LICENSOR. Final Construction Plans shall have approved affixed to them the last submitted signature of LICENSEE's engineer who shall be licensed in the State of South Dakota. LICENSEE must obtain its building/construction planspermit on a timely basis as provided by LICENSOR Ordinance or Resolution or such plan approval will expire without notice. Landlord hereby agrees LICENSEE or its Contractor must timely commence construction and/or installation after obtaining the required permits for such construction and/or installation, and must timely call for and submit to inspection upon completion as provided by LICENSOR Ordinance or Resolution. Unless otherwise directed by LICENSOR, any required Make-Ready Work shall be performed by LICENSEE, at LICENSEE's own cost. In the event LICENSOR notifies LICENSEE that Landlord LICENSOR will perform any required Make-Ready Work, LICENSOR shall not be entitled required to disapprove construction plans except begin such work until it has received LICENSEE's payment of the Make-Ready Costs related to the Make-Ready Work to be performed by LICENSOR. All Make-Ready Work, whether performed by LICENSEE or LICENSOR, must be inspected by LICENSOR before LICENSOR accepts ownership and maintenance responsibility for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforsubject LICENSOR Pole.

Construction Plans. On or before fifteen (15a) days after approval of Before Closing, Developer shall submit to the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be Authority the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the . The Authority will approve such Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsif: (i) such Construction Plans conform to the terms and conditions of this Agreement; (ii) such Construction Plans conform to the goals and objectives of the Development Plan between Developer and the City; (iii) such Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) such Construction Plans are adequate to provide for construction plans of the Minimum Improvements; (v) the Construction Plans do not conform provide for expenditures in excess of the funds available to Developer for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. No approval by the Authority shall relieve Developer of the obligation to comply with the terms of this Agreement or of the Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by ▇▇▇▇▇▇▇▇▇ in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the Authority. If the Authority rejects any Construction Plans in whole or in part, Developer shall submit new or corrected Construction Plans within 30 days after written notification to Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved or deemed approved by the Authority. The Authority’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (iiand the Minimum Improvements, constructed in accordance with said plans) comply to the construction plans or specifications Authority’s satisfaction with the provisions of this Agreement relating thereto, but any approvals by the Authority hereunder will not accommodate Building standard heatingconstitute approval by any City officials regarding any City requirements related to construction of the Minimum Improvements, coolingrather such approvals shall be governed by City ordinances, mechanicalpolicies and procedures. Developer hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority. Neither the Authority nor any employee or official of the Authority shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, electrical or plumbing improvementsincluding changes requested by the Authority. (b) If Developer desires to make any material change in the Construction Plans after their approval by the Authority, (iii) Developer shall submit the construction plans or specifications do not proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the Space Planrequirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, (iv) the construction required by Authority shall approve the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans proposed change and specifications are not approved notify Developer in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunderapproval. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to Developer, setting forth in detail the reasons therefor. Such rejection shall be made within thirty (30) 20 days of after receipt of an invoice thereforthe notice of such change to the Construction Plans. The Authority’s approval of any such change in the Construction Plans will not be unreasonably withheld, conditioned or delayed. Nothing in this paragraph will relieve Developer of the obligation to comply with any City ordinances or procedures regarding changes in Construction Plans, and any approvals by the Authority hereunder will not constitute approval by any City officials regarding any City requirement related to construction of the Minimum Improvements.

Construction Plans. On or before fifteen (15) days after Upon Landlord's approval of the ------------------ Space Plan by Landlord and Plan, Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved 's space planner if the space planner is a licensed architect)and engineer, at Tenant's expense, will prepare construction plans and specifications (such construction plans and specificationsplans, when approved by Landlord and Tenantapproved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Tenant shall separately contract with BL&P Engineering or another third party reasonably approved by Landlord, for all mechanical, electrical and plumbing drawings and design to be incorporated in such construction plans. Within five three (53) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld so long as the plans do not interfere with the Building's systems to provide service to any other Tenant in the Building and the materials utilized in connection with Tenant's Improvements shall be compatible with the design, architectural integrity and character of the Building) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant's architect space planner and engineer specific reasons for disapproval. The extent to which Landlord shall be able to disprove items in the Construction Plan shall be limited to elements affecting load-bearing or corridor walls, Building systems (mechanical and electrical), items visible from the exterior of the Building and items visible from common or public areas with the BUILDING. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five three (53) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen (15a) days after approval Before the EDA makes any disbursements of Loan proceeds under Article III, the Association shall submit the Construction Plans to the City Building Official, who shall review such plans on behalf of the ------------------ Space Plan by Landlord EDA. The Construction Plans shall provide for the construction of the Housing Improvements and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may shall be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenantin conformity with this Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by regulations. The City Building Official will approve the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsif: (i) the construction plans do not Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iii) the Construction Plans are adequate to provide for construction of the Housing Improvements; and (iv) no Event of Default has occurred. No approval by the City Building Official shall relieve the Association of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Housing Improvements in accordance therewith. No approval by the City Building Official shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Association in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the City Building Official, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the City Building Official. If the City Building Official rejects any Construction Plans in whole or in part, the Association shall submit new or corrected Construction Plans within 30 days after written notification to the Association of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City Building Official. The City Building Official’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Housing Improvements, constructed in accordance with said plans) comply to the City Building Official’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Association desires to make any material change in the Construction Plans after their approval by the City Building Official, the Association shall submit the proposed change to the City Building Official for approval. For the purposes of this Section, a “material change” means any change that (i) increases or decreases the total cost of the Housing Improvements by more than $10,000 or (ii) involves any change in construction materials or design that reasonably requires review for compliance with state and local laws and regulations. If the construction plans or specifications will not accommodate Building standard heatingConstruction Plans, coolingas modified by the proposed change, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Planrequirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, (iv) the construction required by City Building Official shall approve the construction plans could in Landlord's judgment affect proposed change and notify the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved Association in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunderapproval. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and Such change in the Construction Plans shall, in any event, be deemed approved by the City Building Official unless rejected, in whole or in part, by written notice by the City Building Official to the Association, setting forth in detail the reasons therefor. Such rejection shall be made within thirty (30) 10 days of after receipt of an invoice thereforthe notice of such change. The City Building Official’s approval of any such change in the Construction Plans will not be unreasonably withheld.

Construction Plans. On or before fifteen (15) Landlord shall cause to be prepared the Construction Plans for the Tenant Improvements that are consistent with and logical evolutions of the Space Plan and the Standard Specifications), and shall deliver the same to Tenant within 15 days after approval the date hereof. Within seven (7) business days after receipt of the ------------------ proposed Construction Plans, Tenant shall notify Landlord in writing that (i) Tenant approved the Construction Plans; or (ii) Tenant disapproves the Construction Plans because they vary in design from the Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the or Standard Specifications approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writingthe particular instances specified by Tenant in such notice (including, are herein called without limitation, the "specific changes requested by Tenant). Such disapproval shall constitute a Tenant Delay, unless the plans materially deviate from the Space Plan. Promptly after Landlord’s receipt of such notice from Tenant, Tenant and Landlord shall meet and confer in order to reach agreement regarding the changes required to the Construction Plans") for all of Tenant's improvements requested pursuant , and both parties shall make themselves reasonably available in order to the Space Plan (all improvements required by . Following such meeting, Landlord shall cause the Construction Plans are herein called "Tenant's Improvements")to be re-designed, including color if so agreed by the parties, and design schemesdelivered to Tenant within five (5) business days after such meeting, detail unless due to the nature and finish drawings for partitionsextent of such changes or the unavailability of the architect, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlsadditional time is required. Within five (5) business days after construction plans and specifications are delivered to Landlordreceipt of the revised Construction Plans, Tenant shall notify Landlord shall approve or disapprove same in writing that (i) Tenant approved the revised Construction Plans; or (ii) Tenant disapproves the revised Construction Plans because they vary in design from the changes or revisions agreed upon by Landlord and if disapprovedTenant in the particular instances specified by Tenant in such notice (including, Landlord without limitation, the specific changes requested by Tenant). Such disapproval shall provide Tenant's architect specific reasons for disapprovalconstitute a Tenant Delay, unless the revised Construction Plans materially deviate from agreed upon revisions or changes. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails failure of Tenant to respond in any provide such written notice within said five (5) business day period, Landlord period shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved as approval by Tenant of such revised Construction Plans. The parties shall constitute one (1) day follow the same procedure for revisions of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforuntil the Construction Plans have been approved by Landlord and Tenant. Landlord and Tenant each agree to cooperate with each other and not unreasonably withhold approval to the Construction Plans.

Construction Plans. On or before fifteen (151) days after approval Prior to the commencement of construction of the ------------------ Space Plan Project, the Developer will deliver to the Authority the Construction Plans, Construction Documents and a sworn construction cost statement certified by Landlord the Developer and Tenant, a licensed architect reasonably the General Contractor (the “Sworn Construction Cost Statement”) all in form and substance acceptable to Landlord (which architect may the Authority. The Construction Plans for the Project shall be consistent with the approved space planner if the space planner is a licensed architect)Project Plan, at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenantthis Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called regulations and the "Construction Plans") for all of Tenant's improvements requested pursuant Site Plan and Design Drawings previously submitted to the Space Plan (all improvements required by Authority. The City ’s building official and the Executive Director of the Authority, on behalf of the Authority shall promptly review any Construction Plans upon submission and deliver to the Developer a written statement approving the Construction Plans are herein called "Tenant's Improvements"), including color or a written statement rejecting the Construction Plans and design schemes, detail specifying the deficiencies in the Construction Plans. The City’s building official and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord the Executive Director of the Authority on behalf of the Authority shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsConstruction Plans if: (i) the construction plans do not Construction Plans substantially conform to applicable laws, rules the terms and regulations, conditions of this Agreement; (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, Construction Plans are consistent with the goals and objectives of the Project Plan; (iii) the construction plans or specifications do not conform to Construction Plans comply with the Space Plan, Site Plan and Design Drawings; and (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas Construction Plans do not conform to the design and/or color scheme generally found in other parts of the Buildingviolate any applicable federal, (vi) the work required by the construction plans affects the exterior of the Premises State or the Buildinglocal laws, ordinances, rules or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections")regulations. If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans Construction Plans are not approved by Tenant the Authority, then the Developer shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for make such changes as the cost of Landlord's architectural review of the Space Plan Authority may reasonably require and resubmit the Construction Plans within thirty to the Authority for approval, which will not be unreasonably withheld, unreasonably conditioned or unreasonably delayed. The Authority acknowledges that upon execution of this Agreement the Developer will have submitted Construction Plans sufficient to obtain a grading permit for the Project. (302) days The approval of receipt the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority does not constitute a representation or warranty by the Authority that the Construction Plans or the Project comply with any applicable building code, health or safety regulation, zoning regulation, environmental law or other law or regulation, or that the Project will meet the qualifications for issuance of a certificate of occupancy, or that the Project will meet the requirements of the Developer or any other users of the Project. Approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority will not constitute a waiver of an invoice thereforEvent of Default. Nothing in this Agreement shall be construed to relieve the Developer of its obligations to receive any required approval of the Construction Plans from any City department.

Construction Plans. On or before fifteen (15) days Tenant agrees to construct in and upon the New Premises the New Premises Tenant Improvements in accordance with the provisions of this Work Letter. From time to time after approval execution of the ------------------ Space Plan by Landlord and Tenantthis Seventeenth Amendment, a licensed architect reasonably acceptable Tenant shall submit to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)for Landlord’s approval, at Tenant's expense, will prepare construction plans and specifications and a cost estimate for construction of all or any portion of the New Premises Tenant Improvements (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all an area consisting of at least one full floor of the New Premises per request (“Tenant’s Buildout Proposal”). Landlord will approve or disapprove in writing each of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within ’s Buildout Proposal(s) within five (5) business days after construction plans and specifications are delivered to Landlordreceipt from Tenant and, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect Tenant with specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if If Landlord fails to respond in any approve or disapprove the applicable Tenant’s Buildout Proposal on or before the end of such five (5) business day period, and Tenant has provided to Landlord written notice that Landlord has failed to respond to such request for consent, then Landlord shall be deemed to have approved the last submitted construction plansTenant’s Buildout Proposal if Landlord fails to respond within two (2) business days after such written notice from Tenant. The foregoing process shall be repeated until Landlord has approved (which shall include deemed approval) the applicable Tenant’s Buildout Proposal for the submitted area of the New Premises (such Tenant’s Buildout Proposal, when approved by Landlord and Tenant, is herein referred to as the “Construction Plans”). Landlord hereby agrees and Tenant acknowledge that Landlord the New Premises Tenant Improvements may be completed by Tenant in stages and that the foregoing process to review and approve each of Tenant’s Buildout Proposal(s) shall not be entitled to disapprove construction plans except utilized for the following reasons: (i) each stage of the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the New Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforImprovements.

Construction Plans. On or before fifteen (15a) days after approval Before the EDA makes any disbursements of Loan proceeds under Article III, the Association shall submit the Construction Plans to the City Building Official, who shall review such plans on behalf of the ------------------ Space Plan by Landlord EDA. The Construction Plans shall provide for the construction of the Housing Improvements and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may shall be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenantin conformity with this Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by regulations. The City Building Official will approve the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsif: (i) the construction plans do not Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iii) the Construction Plans are adequate to provide for construction of the Housing Improvements; and (iv) no Event of Default has occurred. No approval by the City Building Official shall relieve the Association of the obligation to comply with the terms of this Agreement, applicable federal, state, and local laws, ordinances, rules and regulations, or to construct the Housing Improvements in accordance therewith. No approval by the City Building Official shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Association in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the City Building Official, in whole or in part. Such rejections shall set forth in detail the reasons therefore and shall be made within 30 days after the date of their receipt by the City Building Official. If the City Building Official rejects any Construction Plans in whole or in part, the Association shall submit new or corrected Construction Plans within 30 days after written notification to the Association of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City Building Official. The City Building Official’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Housing Improvements, constructed in accordance with said plans) comply to the City Building Official’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Association desires to make any material change in the Construction Plans after their approval by the City Building Official, the Association shall submit the proposed change to the City Building Official for approval. For the purposes of this Section, a “material change” means any change that (i) increases or decreases the total cost of the Housing Improvements by more than $10,000 or (ii) involves any change in construction materials or design that reasonably requires review for compliance with state and local laws and regulations. If the construction plans or specifications will not accommodate Building standard heatingConstruction Plans, coolingas modified by the proposed change, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Planrequirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, (iv) the construction required by City Building Official shall approve the construction plans could in Landlord's judgment affect proposed change and notify the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved Association in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunderapproval. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and Such change in the Construction Plans shall, in any event, be deemed approved by the City Building Official unless rejected, in whole or in part, by written notice by the City Building Official to the Association, setting forth in detail the reasons therefor. Such rejection shall be made within thirty (30) 10 days of after receipt of an invoice thereforthe notice of such change. The City Building Official’s approval of any such change in the Construction Plans will not be unreasonably withheld.

Construction Plans. On or before fifteen (15a) days after approval Generally. Before commencing construction of the ------------------ Space Plan by Landlord Minimum Improvements or any portion thereof, Developer shall submit to the EDA Construction Plans for such Phase or portion thereof. The City’s chief building official, City Assessor and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if Executive Director of the space planner is a licensed architect), at Tenant's expense, EDA will prepare construction plans review and specifications (such construction plans and specifications, when approved by Landlord and Tenantapprove all Construction Plans on behalf of the EDA, and for the purposes of this Section the term “EDA” means those named officials. The Construction Plans shall provide for the construction of the Minimum Improvements (or relevant portion thereof) and shall be in conformity with this Agreement and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by regulations. The EDA will approve the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved or by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsissuance of a permit if: (i) the construction plans do not Construction Plans conform to all terms and conditions of this Agreement, (ii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations, (ii) including without limitation the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, Housing Assistance Policy; (iii) the Construction Plans are adequate to provide for construction plans of the subject Phase or specifications do not conform to the Space Plan, relevant portion thereof); and (iv) the construction required there is no uncured Event of Default. No approval by the construction plans could in Landlord's judgment affect EDA shall relieve the structural integrity or any structural member Developer of the Building or any part thereof or requires a floor obligation to comply with the terms of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability applicable federal, state and local laws, ordinances, rules and regulations, or obligation thereunder or hereunderto construct the Minimum Improvements in accordance therewith. If Landlord does not elect to so terminate, then each day after September 15, 1998, that No approval by the construction plans are not approved by Tenant EDA shall constitute one (1) day a waiver of Tenant Delayan Event of Default, or waiver of any State or City building or other code requirements that may apply. Tenant shall reimburse Landlord As soon as feasible, but not later than 20 days after receipt of complete Construction Plans and permit applications for the cost subject Phase, the EDA will either approve the Construction Plans in writing or deliver to Developer an initial review letter describing any comments or changes requested by EDA staff; provided, however that if the EDA staff provide neither a review letter describing any comments or requested changes nor written approval of Landlord's architectural review of the Space Plan and the Construction Plans within thirty such 20 day period, the applicable Construction Plans will be deemed approved by the EDA. If the EDA provides comments or changes to the Construction Plans for a Phase, then, thereafter, the parties shall negotiate in good faith regarding final approval of such Construction Plans. The EDA’s approval shall not be unreasonably withheld, conditioned or delayed. Said approval shall constitute a conclusive determination that the Construction Plans (30and the subject Phase to be constructed in accordance with said plans) days comply to the EDA’s satisfaction with the provisions of receipt this Agreement relating thereto but any approvals by the EDA hereunder will not constitute approval by any City officials regarding any City requirement related to construction of an invoice thereforthe Minimum Improvements. Developer hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the EDA and/or any changes requested by the EDA in connection with approving the Construction Plans, except for any failure by EDA to perform its obligations under this Section. Neither the EDA, the City, nor any employee or official of the EDA or City shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the EDA.

Construction Plans. On or before fifteen (15a) days after approval Before the City makes any disbursements of Loan proceeds under Article III, the Association shall submit the Construction Plans to the City Building Official, who shall review such plans on behalf of the ------------------ Space Plan by Landlord City. The Construction Plans shall provide for the construction of the Housing Improvements and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may shall be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenantin conformity with this Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by regulations. The City Building Official will approve the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasonsif: (i) the construction plans do not Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iii) the Construction Plans are adequate to provide for construction of the Housing Improvements; and (iv) no Event of Default has occurred. No approval by the City Building Official shall relieve the Association of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Housing Improvements in accordance therewith. No approval by the City Building Official shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Association in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the City Building Official, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the City Building Official. If the City Building Official rejects any Construction Plans in whole or in part, the Association shall submit new or corrected Construction Plans within 30 days after written notification to the Association of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City Building Official. The City Building Official’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Housing Improvements, constructed in accordance with said plans) comply to the City Building Official’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Association desires to make any material change in the Construction Plans after their approval by the City Building Official, the Association shall submit the proposed change to the City Building Official for approval. For the purposes of this Section, a “material change” means any change that (i) increases or decreases the total cost of the Housing Improvements by more than $25,000 or (ii) involves any change in construction materials or design that reasonably requires review for compliance with state and local laws and regulations. If the construction plans or specifications will not accommodate Building standard heatingConstruction Plans, coolingas modified by the proposed change, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Planrequirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, (iv) the construction required by City Building Official shall approve the construction plans could in Landlord's judgment affect proposed change and notify the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved Association in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunderapproval. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and Such change in the Construction Plans shall, in any event, be deemed approved by the City Building Official unless rejected, in whole or in part, by written notice by the City Building Official to the Association, setting forth in detail the reasons therefor. Such rejection shall be made within thirty (30) 10 days of after receipt of an invoice thereforthe notice of such change. The City Building Official’s approval of any such change in the Construction Plans will not be unreasonably withheld.

Construction Plans. On or before fifteen (15) days after approval of the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Third Floor Right of First Refusal Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen (15) days after approval Landlord shall cause to be prepared the Construction Plans for the Tenant Improvements that are consistent with and are logical evolutions of the ------------------ Space Plan Preliminary Plans as soon as reasonably practicable following the mutual execution and delivery of the Lease by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be . Upon completion of the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") , Landlord shall immediately forward such plans to Tenant for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements")approval, including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlswhich approval shall not be unreasonably withheld or delayed. Within five (5) business days after construction plans following Tenant’s receipt of the Construction Plans, Tenant shall notify Landlord in writing whether Tenant approves or reasonably disapproves of the Construction Plans. If Tenant reasonably disapproves of the proposed Construction Plans, Tenant’s written notice of disapproval shall specify any changes or modifications Tenant desires in the Construction Plans. Architect will then revise the Construction Plans, taking into account the reasons for Tenant’s disapproval (provided, however, that Architect shall not be required to make any revision to the Construction Plans that Landlord reasonably disapproves), and specifications are delivered resubmit the Construction Plans to Landlord, Landlord Tenant for its approval. Tenant shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five revised Construction Plans within three (53) business day period, Landlord days after receipt thereof. Such procedure shall be deemed to have repeated as necessary until Tenant has approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable lawsConstruction Plans; provided, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998however, that the construction plans are not approved by Tenant shall constitute one (1) day any failure of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan to fully and finally approve the Construction Plans within thirty twenty-five (3025) days of after receipt of an invoice thereforthe first drafts thereof from Landlord shall constitute a Tenant Delay, as long as Landlord and Contractor have not unreasonably delayed in their preparation and delivery of the Construction Plans. Landlord shall not unreasonably withhold its approval of any change requested by Tenant to the Construction Plans which does not materially delay the Estimated Commencement Date nor materially increase the cost that will be incurred by Landlord in constructing the Tenant Improvements. When the Construction Plans have been approved by Landlord and Tenant as provided above, the Construction Plans shall be initialed by the parties.

Construction Plans. On or before fifteen Within forty-five (1545) days after written approval (or deemed approval) of the ------------------ Space Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Landlord, at Tenant's expense’s expense (subject to reimbursement through the Finish Allowance), will prepare construction plans and specifications (such construction plans and specificationsplans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's ’s improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "“Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant's ’s architect specific reasons for disapproval. If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval. Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any the five (5) or any three (3) business day period, as applicable, Landlord shall be deemed to have approved the last submitted construction plans. If the construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before June 24, 2011 for any reason whatsoever, then each day after June 24, 2011 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises 260 Expansion Space or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen Within forty-five (1545) days after written approval (or deemed approval) of the ------------------ Space Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Landlord, at Tenant's expense’s expense (subject to reimbursement through the Finish Allowance), will prepare construction plans and specifications (such construction plans and specificationsplans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's ’s improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "“Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant's ’s architect specific reasons for disapproval. If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re- submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval. Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any the five (5) or any three (3) business day period, as applicable, Landlord shall be deemed to have approved the last submitted construction plans. If the construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before May 1, 2010 for any reason whatsoever, then each day after May 1, 2010 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises Expansion Space or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen Within sixty (1560) days after approval of following the ------------------ Space Plan by Landlord Lease -------------------- Commencement Date, Tenant shall deliver to Landlord, for Landlord's review and Tenantapproval, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare complete construction plans and specifications (such for the construction plans of the Improvements, including grading and specificationsdrainage plans, when approved by Landlord utility plans, sewer and Tenantwater service connections, locations of ingress and egress to and from public thoroughfares, curbs, gutters, and all changes designs and amendments thereto agreed to by Landlord locations for signage and Tenant in writing, are herein called landscaping (the "Construction Plans"). The Construction Plans shall be prepared by an architect or engineer licensed to practice as such in the Commonwealth of Pennsylvania. The Construction Plans shall reflect that the Improvements, if constructed in accordance with the Construction Plans, will be (i) for in compliance with all Applicable Laws, and (ii) situated within the boundaries of Tenant's improvements requested pursuant to the Space Plan (all improvements required by Leased Premises and Limited Common Area as depicted on Exhibit "B". Landlord shall promptly review the Construction Plans are herein called "Tenantand shall notify Tenant of Landlord's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controlsapproval or disapproval thereof within ten (10) days following receipt of the Construction Plans. Within five (5) business days after construction plans and specifications are delivered to LandlordIf Landlord disapproves of the Construction Plans as aforesaid, Landlord shall approve or disapprove same indicate in writing Landlord's notice the specific reason for such disapproval, and if disapprovedTenant shall have the right to submit revised Construction Plans, and Landlord shall provide Tenant's architect have ten (10) days following each such submission and resubmission to notify Tenant of any specific reasons for disapprovalreasonable objection that Landlord might have. The foregoing process Time shall continue until be of the construction plans essence of all time periods in this paragraph, and specifications are approved by Landlord; provided that if Landlord fails to respond in notify Tenant of Landlord's specific reasonable objection to the Construction Plans or any five (5) business day revision thereto, within the applicable time period, Landlord shall be deemed to have approved the last submitted construction planssuch Construction Plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member Upon completion of the Building or any part thereof or requires Improvements, Tenant shall provide Landlord with a floor true and complete copy of all Construction Plans and working drawings reflecting the as-built completion of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforImprovements.

Construction Plans. On or before fifteen (15) days after approval Tenant acknowledges having received a copy of the ------------------ Space Plan by Landlord "▇▇▇▇▇▇▇-▇▇▇▇ Company General Specifications and TenantRequirements for Interior Finishout Construction" for incorporation into all Tenant Improvement construction plans, a licensed record drawings of the shell building as necessary to assist ▇▇▇▇▇▇ in the design and construction of the Tenant Improvements. ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s architect are solely responsible for field verification of all "As-Built" shell conditions. Tenant shall engage an architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect, certified to practice in the State of Texas), at Tenant's expense, will to prepare construction plans and specifications based on the Space Plan (such construction plans and specifications, when approved by Landlord and Tenant, as provided below, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") which shall consist of architectural plans, structural plans (if required) and building standard engineered mechanical, electrical, and plumbing plans for all of Tenant's improvements requested pursuant to the Space Plan Tenant Improvements (all improvements required by the Construction Plans are herein called "Tenant's Improvements"). All architectural drawings shall be sealed and signed by the architect of record, including color and design schemesall engineered mechanical, detail electrical, and finish plumbing ("MEP") drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches shall be sealed and outlets and Building standard heating, ventilation and air conditioning equipment and controlssigned by the consulting engineer(s) of record. Within five seven (57) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant▇▇▇▇▇▇'s architect specific reasons for disapproval. The foregoing process shall continue until the construction plans Landlord and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord Tenant hereby agrees agree that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will do not accommodate Building conform to the building standard heating, cooling, mechanical, electrical or plumbing improvementsspecifications defined in the "▇▇▇▇▇▇▇-▇▇▇▇ Company Specifications and Requirements for Interior Finishout Construction", (iii) the construction plans or specifications do not conform to vary from the approved Space PlanPlan in other than minor detail, (iv) the construction work required by the construction plans could could, in Landlord's judgment reasonable judgment, adversely affect the Building Systems, structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Buildingthereof, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects adversely affects, in Landlord's reasonable judgment, the exterior of the Leased Premises or the Building, or (viivi) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans Landlord's approval shall not be deemed to imply any approval as to municipal or other building codes or regulations and specifications are shall not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further give rise to any liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen Landlord shall prepare final plans and specifications for the Tenant Improvements that (15a) days after approval are consistent with and are logical evolutions of the ------------------ Space Plan by Landlord Approved Schematic Plans and (b) incorporate any other Tenant, a licensed architect reasonably acceptable -requested (and Landlord-approved) changes to Landlord the Approved Schematic Plans (which architect may be together with changes to the approved space planner if the space planner is a licensed architectApproved Plans (as defined below), at Tenant's expense, will prepare construction “Changes”). As soon as such final plans and specifications (“Construction Plans”) are completed, Landlord shall deliver the same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or disapproved by Tenant within five (5) days after delivery to Tenant. Tenant’s failure to respond within such construction plans five (5) day period shall be deemed approval by Tenant. If the Construction Plans are disapproved by Tenant, then Tenant shall notify Landlord in writing of its reasonable objections to such Construction Plans, and specifications, when the parties shall confer and negotiate in good faith to reach agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies of such Construction Plans shall be initialed and all changes and amendments thereto agreed to dated by Landlord and Tenant in writingTenant, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by and Landlord shall promptly submit the Construction Plans to all appropriate Governmental Authorities for approval. Provided that the TI Critical Milestones are herein called "Tenant's Improvements")completed by the respective TI Critical Milestone Dates, including color and design schemes, detail and finish drawings if Landlord submits the Construction Plans to all appropriate Governmental Authorities for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered approval at a time that causes additional costs to Landlordbe incurred pursuant to under Title 24 of the California Code of Regulations, Landlord shall approve or disapprove same in writing and if disapprovedwill be responsible for such additional costs, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord which shall not be entitled paid with the TI Allowance. The Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to disapprove construction plans except for herein as the following reasons: “Approved Plans.” If any Tenant-requested Changes (iy) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member delay Substantial Completion of the Building or any part thereof or requires a floor Tenant Improvements, then Landlord shall have additional time to achieve Substantial Completion of the Building Tenant Improvements pursuant to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part Section 5.6 of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the BuildingAmendment, or (viiz) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for increase the cost of Landlord's architectural review the Tenant Improvements, Tenant shall liable for such increase to the extent provided in Section 3 of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice thereforthis Work Letter.

Construction Plans. On or before fifteen Within four (154) days weeks after approval execution of the ------------------ Space Plan Lease, Tenant’s Architect, shall provide Landlord’s architect with sufficient information for Landlord’s architect to complete the Construction Plans, including Tenant's contemplated electrical loads, finishes, and 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) other items necessary for Landlord’s Architect to complete the Construction Plans. Attached to this Exhibit E is the schedule of approval dates as prepared by Landlord Tenant’s Architect Landlord’s Architect and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Landlord’s engineer will, at Tenant's expense’s expense (after Tenant has approved such costs), will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all an initial set of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's for the Initial Improvements"), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Prior to the time that the Construction Plans are completed, (at Schematic Design, with updates at Design Develop and 70% completion of the Construction Documents) Landlord will retain a price estimate contactor to provide pricing information for both Landlord and Tenant, regarding construction of the improvements to the Premises and Common Areas. The parties will select a mutually acceptable price estimate contractor to provide the pricing information. This price estimate contractor will also be allowed the right to submit a proposal in response to the RFP to select a construction contractor to construct the improvements to the Premises and the Common Area. . Within five ten (510) business days Working Days after construction plans and specifications Construction Plans are delivered to LandlordTenant, Landlord Tenant shall approve (which approval shall be not unreasonably withheld) or disapprove same the initial set of Construction Plans in writing and if disapproved, Landlord Tenant shall provide Tenant's architect Landlord and Landlord’s Architect and Landlord’s engineer with specific reasons for disapproval. The foregoing process shall continue be repeated until the construction plans and specifications Construction Plans are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections")Tenant. If the construction plans and specifications Construction Plans are not approved in writing by both Tenant and Landlord on or before September 15a date mutually agreed to by the parties, 1998 on account because of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminatea delay caused by Tenant, then each day after September 15, 1998, that date until the construction plans Constructions Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Notwithstanding the foregoing, any delay caused by Landlord in not approving Tenant’s modifications beyond the mutually agreed to date will constitute one (1) day of Landlord Delay delaying the Rent Commencement Date for the cost each day of Landlord's architectural review of the Space Plan and Landlord Delays. Landlord agrees that any changes to the Construction Plans within thirty (30) days Plans, or changes to the specified materials require Tenant’s prior written approval before commencement of receipt of an invoice thereforwork. Landlord will be responsible for latent defects to the building system.

Construction Plans. On or before fifteen (15) days after approval of the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Expansion Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen (15) days after approval of the ------------------ Space Plan by Landlord and Tenant, a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plans and specifications, when approved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Construction Plans") for all of Tenant's improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "Tenant's Improvements"), including color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve or disapprove same in writing and if disapproved, Landlord shall provide Tenant's architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any five (5) business day period, Landlord shall be deemed to have approved the last submitted construction plans. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the First Floor Expansion Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before fifteen Within forty-five (1545) days after written approval (or deemed approval) of the ------------------ Space Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord (which architect may be the approved space planner if the space planner is a licensed architect)Landlord, at Tenant's expense’s expense (subject to reimbursement through the Finish Allowance), will prepare construction plans and specifications (such construction plans and specificationsplans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "“Construction Plans"”) for all of Tenant's ’s improvements requested pursuant to the Space Plan (all improvements required by the Construction Plans are herein called "“Tenant's ’s Improvements"”), including color and design schemes, complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building standard heating, ventilation and air conditioning equipment and controls. Within five (5) business days after construction plans and specifications are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant's ’s architect specific reasons for disapproval. If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval. Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide Tenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the construction plans and specifications are approved by Landlord; provided that if Landlord fails to respond in any the five (5) or any three (3) business day period, as applicable, Landlord shall be deemed to have approved the last submitted construction plans. If the construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before October 1, 2009 for any reason whatsoever, Landlord may, at its sole option, terminate the Lease and this Exhibit, whereupon Landlord shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after October 1, 2009 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after September 15, 1998, that the construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay. Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.