Common use of Lessee Improvements Clause in Contracts

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,000.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings for the entire 84,518 square feet of the Leased Premises (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s approval within five (5) days from receipt thereof and Lessee’s approvalLessor shall have five (5) days to review and approve such final plans and specifications. In the event such five (5) day review period expires with no response from Lessor, which such plans shall be deemed approved. However, in no event shall actual or deemed approval of the final plans and specifications constitute approval for accuracy, completeness, quality or effectiveness of design, compliance with applicable laws or otherwise. Lessee shall not be unreasonably withheld by Lessorrequired to remove the Lessee Improvements designed for general office use, i.e., drywall, electrical, plumbing, carpeting nor the cafeteria, upon expiration or termination of this Lease. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) or agreement signed by Lessor, Lessor and Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above prior to requesting COMMERCIAL LEASE Page 13 reimbursement from the Improvement Allowance defined belowAllowance. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 50,000 and the aggregate amount of all such changes and extras does not exceed $10,000250,000.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary final plans and ------------------- specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt promptly either approve of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulationscontractors, or do not compliment communicate its objections, and if Lessor has objections, the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessor will work diligently with Lessee covenants and agrees to resolve any objections such that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have Xxxxxxx Design complete approved the final plans and specifications as described below. Following approval and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the preliminary plans, delivery thereof by Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The Lessor approved final plans and specifications for the Lessee Improvements being are herein called the “"Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee". All reasonable costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) or agreement signed by Lessor, Lessor and Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase if the costs of additional cost attributable to the Lessee Improvements above changes exceed the Improvement Allowance defined by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “"immaterial field change” " shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,0005,000.00.

Lessee Improvements. Lessor Lessee will not erect or cause to be erected any building or other structure, and will not make or allow to be made any alterations in or to the Leased Premises (collectively, the “Alterations”) without first obtaining the written consent of Railway, which consent may be granted or withheld in Railway’s sole discretion, with it being understood that Railway acknowledges that Lessee will be constructing a Running Repair Facility on the Leased Premises. Railway may require Lessee to provide demolition and/or lien and completion bonds in form and amount satisfactory to Railway. All Lessee Alterations will be accomplished in a good and workmanlike manner at Lessee’s sole expense, in conformity will all applicable laws by a licensed and bonded contractor approved in advance by Railway, such approval of contractor not to be unreasonably withheld. All contractors working on Alterations shall carry workers’ compensation insurance, commercial general liability insurance, automobile insurance and excess liability insurance in amounts reasonably acceptable to Railway and shall deliver a certificate of insurance evidencing such coverages to Railway prior to commencing work in the Leased Premises. Upon completion of any such work, Lessee shall meet provide Railway with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials. Any Alterations to discuss the design Leased Premises made by or installed by either party hereto will remain upon and construction be surrendered with the Leased Premises and become the property of those improvements desired Railway upon the expiration or earlier termination of this Lease without credit to Lessee; provided, however, Railway, at it option, may require Lessee to remove or repair any Alterations to restore the Leased Premises to the condition existing at the time Lessee took possession, with all costs of removal, repair, restoration, or alterations to be borne by Lessee. This clause will not apply to moveable equipment, furniture moveable trade fixtures, or other personal property owned by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, which shall be considered Lessee’s Property for purposes of paragraph 14 and floor coverings (the “shall be removed by Lessee Improvements”)in accordance with Paragraph 14. Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowancewill have no authority or power, as such term is hereinafter definedexpress or implied, Lessee is leasing to create or cause any construction lien or mechanics’ or materialmen’s lien or claim of any kind against the Leased Premises in its “As Is” condition and repair, subject to Defectsor any portion thereof or any Railway property. Lessee shall will promptly cause its architectany such liens or claims to be released by payment, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two bonding or otherwise within thirty (230) copies of such plans and specifications to Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans request by Railway, and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance indemnify Railway against losses arising out of any such systemsclaim including, do not conform to applicable building codes or other governmental regulationswithout limitation, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction legal fees and materialscourt costs. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described belowNOTICE IS HEREBY GIVEN THAT RAILWAY WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF RAILWAY IN THE PREMISES. Following approval of the preliminary plansLESSEE WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY LESSEE PROVIDING LABOR, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,000SERVICES OR MATERIAL TO THE LEASED PREMISES.

Lessee Improvements. Lessor Lessee shall, at its sole cost: diligently pursue and Lessee shall meet to discuss obtain permits and thereafter construct all improvements in connection with the design and construction operation of those improvements desired by Lesseean outpatient renal dialysis clinic at the Premises in compliance with all applicable Laws, such improvements including, but not being limited towithout limitation, M.E.P. systemsthe provisions of Title III of the Americans with Disabilities Act of 1990 as it pertains to Lessee’s specific use, computer flooringoccupancy, interior walls, wall coverings, window treatments, alterations and floor coverings improvements to the Premises (the “Lessee Improvements”). Lessee agrees shall pay all costs for work performed by or on its account and acknowledges shall keep the Premises free and clear of mechanics’ liens or any other liens resulting therefrom. Lessee shall give Lessor immediate notice of any lien filed against the Premises as a result of any work of improvement performed by or on behalf of Lessee. Lessee shall discharge, within thirty (30) days (by payment or by filing the necessary statutory lien release, bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises, which lien may arise out of any payment due for, or purported to be due for, any labor, services, materials, supplies, or equipment alleged to have been furnished to or for Lessee. If Lessee fails to discharge any such lien, Lessor shall have the right, but not the obligation, in addition to all other rights and remedies available to it under this Lease or applicable Laws, and after ten (10) days prior notice to Lessee, either to pay and discharge such lien, without regard to the validity thereof, or to procure and cause to be recorded a statutory lien release bond and to collect from Lessee (i) all costs incurred by Lessor in paying and discharging such lien, or in procuring such bond; and (ii) all expenses incurred by Lessor in connection with such lien, including reasonable attorneys’ fees and costs, recording fees and administrative costs and expenses. Lessor shall provide Lessee with a Lessee Improvements allowance in the amount of $300,000.00 (the “Allowance”). Said Allowance shall be payable to Lessee upon receipt of the certificate of occupancy for the operation of an outpatient renal dialysis clinic at the Premises from the City of Fontana, California. In the event Lessor fails to pay Lessee the Allowance within ten (10) days following receipt of the certificate of occupancy from the City of Fontana, California, a late charge of five percent (5%) of the Allowance shall become immediately due and payable by Lessor to Lessee as liquidated damages and Lessee may, at its option, deduct such amount, including the Allowance and the late charge, plus interest at the maximum rate permitted by law (provided that other than interest shall not be assessed on the late charge) from subsequent Rent due under the Lease. Lessee shall contract for the installation of the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition a contractor of choice. Lessor and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary mutually approve the plans and specifications of the Leased Premises satisfactory Lessee Improvements prior to Lessee, measured as provided in Section 1.2, for construction the commencement of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Improvements. Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise charge Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes fee or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications charges for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for supervision and/or overhead associated with the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,000.

Lessee Improvements. Lessor Lessee, at its sole cost and expense, shall ------------------- alter and renovate the Demised Premises in a manner which Lessee shall meet deems necessary or desirable to discuss adapt the design same for the conduct of its business operations subject to Lessor's prior written consent and in a first class manner. Upon full execution of the Lease and initial approval of all construction of those improvements desired costs by Lessee, Lessee shall make such improvements includingLessee Improvements at Lessee's sole cost and expense, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than Lessor's obligation to pay the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject Allowance under Paragraph 4 of this Rider to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor for approval, which approval shall not be unreasonably withheld by LessorLease. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of shall bid the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two at least three (23) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheldmutually acceptable general contractors. Lessee shall be deemed have the right to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within review all bid documents and bids as received. Within five (5) days following of receipt of such bids Lessee shall accept or reject the delivery thereof by bid and execute a Contract with an approved general contractor as soon as practicable. Lessor agrees to Lessee. All costs provide the construction management of Xxxxxxx Design involved in approving, drafting and preparing the all Lessee Improvements Final Plans at Lessor's sole cost and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Orderexpense. Lessee shall be responsible for payment in advance of work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the all costs of the related to Lessee Improvements above the Lessee's Improvement Allowance defined belowas hereinafter defined. The Any cost and expenses in excess of Lessee's Improvement Allowance shall be the sole responsibility of Lessee Improvements Final Plans and Specifications (when approved by shall be payable to Lessor and Lessee) are incorporated in this Lease by referenceupon demand. For Lessor shall be responsible for ensuring that the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in general contractor constructs the Lessee Improvements Final Plans in compliance with all city and Specificationsor county building codes. All necessary space planning, architectural, mechanical, electrical and plumbing drawings required to construct the Lessee Improvements, including stamped and sealed construction drawings by a licensed architect and all municipal approvals and permits related to Lessee Improvements (iithe "Plans") will of the Demised Premises which may be required by Lessor shall be provided by Lessor at Lessor's cost and expense, not result to exceed up to ten thousand dollars ($10,000.00). Any such costs and expenses in excess of $10,000.00 shall be the sole responsibility of the Lessee and shall be payable in advance to or at the direction of Lessor. Lessee acknowledges that Lessor's role as construction manager shall be limited to overseeing the activities of Lessee's approved architect ("Tenant's Architect") and the local Lessee approved general contractor ("Lessee's General Contractor"). Lessee agrees to hold Lessor harmless from and against any default and all claims made against Lessor in connection with the Plans, including any obligation to any person and all incidental or violation consequential damages or willful misconduct resulting from Lessor's actions or omissions, barring negligence or willful misconduct by Lessor. Lessor disclaims, and Lessee hereby accepts and acknowledges Lessor's disclaimer, of any governmental requirements, and (iii) adequacy of the cost Plans for Lessee's intended use of or reduction resulting from any single field change or extra does not exceed $2,000 the Demised Premises and the aggregate amount construction of all such the Demised Premises in accordance with the Plans. Lessee acknowledge that it has thoroughly investigated the Demised Premises and the Building and has found them to be acceptable "AS IS" and Lessee shall require no changes and extras does not exceed $10,000to the Demised Premised or the Building other than as may be detailed by Lessee's Plans or Lessor's Work.

Lessee Improvements. Lessor and Lessee shall meet provide a total allowance of up to discuss the design and construction of those improvements desired $692,852.00 ($34.00 per usable square foot initially leased by Lessee), such improvements ( hereinafter "Improvement Allowance"), based upon 20,378 usable square feet, for any and all Lessee improvement costs, including, but not being limited to, M.E.P. systemsspace planning, computer flooringdesign and architectural fees, interior wallsa Lessor supervision and coordination fee, wall coveringsconstruction drawings, window treatmentsmechanical and electrical engineering, permits and other fees, plan check and construction of Lessee's real property improvements in the Premises. The Improvement Allowance shall not be utilized for personal property improvement items (i.e. furniture, removable fixtures, computers, phone systems and related equipment, and floor coverings (the “Lessee Improvements”cabling). All costs to complete Lessee's Improvements (as set forth in the lump sum construction contract) in excess of said Improvement Allowance and all costs incurred by Lessor as a result of Lessee's additions or modifications to said mutually approved construction drawings shall be paid by Lessee agrees and acknowledges that other than the to Lessor after completion of such Lessee Improvements paid with within fifteen (15) calendar days of Lessor's written notice. Except for this Paragraph 50 and the Improvement AllowanceAllowance provided herein, as such term is hereinafter definedand the provisions provided for in Paragraph 6, and Paragraph 7.1 or otherwise specifically set forth in the Lease, Lessor shall have no obligation whatsoever to modify, construct, or otherwise alter the Premises or the Office Building Project for Lessee's occupancy. Lessee is leasing shall have the Leased Premises right to enhance the tiled floor in its “As Is” condition and repairthe elevator lobby on the western portion of 5th floor of the Building, subject to DefectsLessor's prior written approval. Lessee The cost of such enhancement may be deducted from the Improvement Allowance by the Lessor. Lessor shall cause its architectutilize the Lessor's Building standard ceiling grid, Xxxxxxx Designlights, to prepare hardware, locksets, doors and window coverings for the Premises. Attached as Exhibit "C" is a preliminary plans space plan and specifications of specifications, prepared by Lessor's architect for the Leased Premises satisfactory improvements to Lessee's Premises, measured as provided in Section 1.2, for construction of the Lessee Improvements desired which shall be mutually approved by Lessee and Xxxxxxx Design shall deliver two Lessor prior to the commencement of construction drawings (2) copies of such plans and specifications to Lessor for approval"Lessee's Improvements"), which approval shall not be unreasonably withheld withheld. Construction documents shall be completed by LessorChelsea Design. Lessee shall approve a final space plan for the Premises by December 10, 1996. Lessor will advise shall promptly deliver to Lessee working drawings and specifications for the interior finishes to the Premises. Lessee shall notify Lessor of any required changes to such working drawings within five (5) business calendar days after Lessor’s following Lessee's receipt of same and, if applicable, Lessor shall cause its architect and engineers to make such changes and deliver the preliminary plans and specifications revised final working drawings to Lessee for its approval within five (5) calendar days of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision 's receipt of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part notice of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materialsrequired changes. Lessee covenants and agrees that as part of its review and shall provide approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within revised working drawings within two (2) weeks business days of Lessor’s receipt its receipt. Upon Lessee's approval of the approved Lessee Improvements Final Plans and Specificationsfinal working drawings, Lessor shall deliver instruct its approved mechanical and electrical engineers to commence engineering for Lessee's Improvements. Upon completion of engineering, Lessor shall submit the completed set of plans to the list of approved general contractors for the Building. Lessee's space plans and working drawings shall not conflict with the building codes for the City of Los Angeles, or with any other applicable governmental law or regulation, or with applicable insurance regulations. All space plans and working drawings shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits and licenses required for construction. Lessee a budget for hereby designates Xxxxxx X. Xxxxxxxxx as its representative with respect to the construction of the Lessee Improvements, for to act on behalf of and in the name of Lessee and may make all decisions and give all approvals required of Lessee with respect to such construction. All notices shall be sent to Xxxxxx X. Xxxxxxxxx at the following address: 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX. 00000, by hand delivery or overnight delivery. Lessor shall competitively bid the project to at least three (3) qualified general contractors reasonably approved by Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee may name a fourth (4th) general contractor, subject to Lessor's prior reasonable approval of said general contractor. Lessor shall enter into a lump sum construction contract (subject to Lessee's reasonable approval which approval or denial must be made within 72 hours or such contract shall be deemed to have approved of approved) with the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following selected contractor for the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost installation of the Lessee Improvements caused by in accordance with the Change Orderapproved plans and working drawings. Lessor shall supervise the completion of such work and shall use commercially reasonable efforts to secure substantial completion of the work in accordance with a work schedule, to be defined prior to finalizing the constriction contract. There shall be a Lessor coordination, supervision and observation fee of $13,857.00, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting deducted from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined belowabove. Lessor shall obtain permits for Lessee's Improvements, and shall construct and complete Lessee's Improvements in the Premises in accordance with the approved plans. Lessor's approved mechanical contractors, Preferred Mechanical or Westco Air Conditioning, and Lessor's approved electrical contractor which is Hye-line Electric, may be utilized by the approved general contractor. Lessor agrees to competitively bid the mechanical and electrical components of the project to at least two other qualified mechanical and electrical contractors reasonably approved by Lessee. All telephone line installation shall be undertaken by Lessee at its expense. Such expense shall not constitute Tenant Improvement. The Lessee Improvements Final Plans general contractor shall coordinate such installation with Lessee's Tenant Improvements. Prior to any contractor entering the Building, said contractors shall provide Lessor with a waiver of any and Specifications all mechanic and lien rights, and the contractors shall name Lessor as additional insured in its liability policy (when approved which shall be for not less than $1,000,000 per occurrence) and in Lessee's workmen's compensation insurance policy. All contractors shall schedule all work and deliveries, including the use of loading docks and elevators, through Lessor (Lessor's contact is Xxxxx Xxxxxxxx (818-990-8410)), and shall comply with all construction regulations established by Lessor for the Building. All contractor and Lessee) are incorporated subcontractors shall use service elevators only, shall park and load in this Lease by referencedesignated areas only, and shall protect the Building, its Common Areas, and Lessor's property (i.e. carpeting, walls, tile, finishes, etc.). For In no event shall any construction personnel use tenant restrooms or enter tenant offices. The general contractor shall provide construction toilets and dumpsters per Lessor's direction. In the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which event: (i) do not affect the sizeof any Lessee requested additions, configurationmodifications, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specificationsor changes to said approved plans or drawings, (ii) will not result in Lessee's failure to approve any default in item or perform any other obligation to any person or violation of any governmental requirementswithin the timelines contained herein, and (iii) Lessee's request to materials, finishes or installations which are not part of the cost Building standards or which are not readily available of which Lessor shall provide Lessee written notice following Lessor's receipt of the approved working drawings, cause a delay in the construction of Lessee's Improvements, then notwithstanding the provisions of Paragraph 1.5 hereof, the Commencement Date under this Lease shall be the date that Tender of Possession should have occurred were it not for such Lessee caused delay(s). If Lessor shall be delayed at any time in the progress of the construction of Lessee's Improvements or reduction resulting from any single field change or extra does not exceed $2,000 and portion thereof by strikes, lockouts, fire, delay in transportation, unavoidable casualties, severe weather conditions, unforeseeable government delays, then the aggregate amount Commencement Date established in Paragraph 1.5 of all the Lease shall be extended by the period of such changes and extras does not exceed $10,000delay.

Lessee Improvements. Lessee agrees to construct those certain interior improvements to the Premises which are set forth in that certain space plan to be prepared by Xxxxxx and Company Architects, to be mutually agreed upon by Lessor and Lessee shall meet not later than August 1, 1999, [“/s/WAB”] and to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings be attached hereto as Exhibit “B” (the “Lessee Improvements”). Lessee agrees and acknowledges that other than Lessor shall have the Lessee Improvements paid with right to approve the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary building plans and specifications for the Improvements prior to commencement of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor for approvalconstruction, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessor’s agent, Xxxxxxx X. Xxxxx, Inc., shall provide construction management services for the construction of the Improvements for a fee equal to three percent of the construction costs attributed only to the Construction Allowance actually used by Lessee, but in no event shall the construction management fee be less than $[…***…]. Said construction fee shall be deducted from the Construction Allowance or paid directly by Lessee if Lessee fund’s its own improvements. Lessor and Lessee estimate that the cost of said Improvements will be approximately $[…***…] (the “Construction Allowance”), of which sum $[…***…] shall be used to construct improvements to the second floor of the Premises. At the request of Lessee, which request shall be made prior to the commencement of construction, Lessor agrees to advance to Lessee the Construction Allowance, or any portion thereof, toward the cost of said construction. The Construction Allowance may be used for all costs associated with the construction of the Improvements, including without limitation space planning, architectural and engineering fees, construction supervision fees, and building permits, Lessee shall be deemed have the right to have approved of the budget unless Lessee has provided written notice to Lessor negotiate a general conditions and fee proposal with a general contractor of Lessee’s objections thereto within five (5) days following selection, subject to Lessor’s reasonable approval. Said proposal may include building assessment, due diligence review, budgeting, value engineering and scheduling. Lessee shall have the delivery thereof by Lessor right to Lesseeutilize a design build approach for the mechanical, electrical, plumbing, fire sprinkler and fire alarm systems. All costs Lessee and its general contractor will competitively bid all subcontractors’ work in developing a construction budget. Selection of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications final subcontractors shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications subject to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by reasonable approval of Lessor, Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be solely responsible for payment all costs of said Improvements in advance excess of work $[…***…]. Lessee shall complete construction of said improvements to the Premises not later than February 1, 2000 [“/s/WAB”] (the date the Improvements are actually completed, whether such date is before or after October 15, 1996, shall be referred to herein as the “Construction Completion Date”). Any portion of said Construction Allowance which has not been expended, or committed to be expended, by the Construction Completion Date shall not carry over thereafter and construction resulting from changes shall no longer be available for improvements to the Premises. The actual amount of the Construction Allowance shall be the lesser of $[…***…] or such sum as has been expended, or committed to be expended, on the Construction Completion Date. In the event Lessee, elects to use all or any portion of the Construction Allowance, Lessee shall reimburse Lessor therefor in equal monthly installments over a period of ten (10) years, with interest at the rate of ten percent (10%) per annum, compounded annually, payable monthly at the same time as Base Rent is payable hereunder. In addition, in the event Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs shall elect to use all or any portion of the Construction Allowance, prior to the Commencement Date, Lessee Improvements above shall deliver to Lessor, as addition security for Lessee’s obligations under the Improvement Lease, a letter of credit (the “Letter of Credit”), from a financial institution and in a form reasonably satisfactory to Lessor, in the principal amount of the Construction Allowance, or less lesser amount as is equal to that portion of the Construction * Confidential Treatment Requested Allowance defined belowutilized by Lessee. The Letter of Credit shall be in full force and effect for the first four (4) years of the Lease Term. The Letter of Credit shall provide that Lessor may draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee Improvements Final Plans is in breach of the Lease and Specifications (when approved by identifying the amount to be drawn thereon in order to compensate Lessor and Lessee) are incorporated in this Lease by referencefor damages it has sustained as a result of said breach. For In the purpose event Lessor shall at any time sell or otherwise transfer the Premises, Lessee shall be obligated to obtain a replacement Letter of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated Credit in the Lessee Improvements Final Plans and Specifications, name of the transferee within thirty (ii30) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,000days written demand therefor by Lessor.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary final plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt promptly either approve of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulationscontractors, or do not compliment communicate its objections, and if Lessor has objections, the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessor will work diligently with Lessee covenants and agrees to resolve any objections such that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have Xxxxxxx Design complete approved the final plans and specifications as described below. Following approval and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the preliminary plans, delivery thereof by Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The Lessor approved final plans and specifications for the Lessee Improvements being are herein called the “"Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee". All reasonable costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) or agreement signed by Lessor, Lessor and Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase if the costs of additional cost attributable to the Lessee Improvements above changes exceed the Improvement Allowance defined by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “"immaterial field change” " shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all such changes and extras does not exceed $10,0005,000.00.

Lessee Improvements. Lessor and Lessee shall meet LESSEE has submitted to discuss the design and construction LESSOR a set of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor for approval, which approval shall not be unreasonably withheld by Lessor. Lessor will advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee improvements which LESSEE desires to make to the Leased Premises. LESSOR is currently reviewing said plans and specifications. LESSOR and LESSEE shall have until and including May 21, 1999, within which to agree, in writing, upon a set of plans and specifications for LESSEE'S improvements (herein the "LEASEHOLD IMPROVEMENTS") to the Leased Premises and the bid for the construction thereof. Such mutually acceptable plans and specifications for LESSEE'S improvements shall be referred to herein as the "LESSEES APPROVED PLANS" and the mutually acceptable bid for the construction of the Leasehold Improvements satisfactory shall be referred to Lesseeherein as the "APPROVED BID". In the event the parties fail to agree, measured as provided in Section 1.2writing, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final upon a set of plans and specifications for the Lessee Leasehold Improvements being and the bid for the construction thereof by and including May 21, 1999, then this Lease shall automatically terminate as of 5:00p.m., Wichita, Kansas, time, on May 21, 1999, and the parties shall thereupon be relieved of their respective rights and obligations set forth in this Lease. In the event LESSOR and LESSEE agree, in writing, upon a set plans and specifications for the Leasehold Improvements and the bid for the construction thereof by and including May 21, 1999, then LESSOR shall execute a construction agreement pursuant to the Approved Bid and proceed to construct the Leasehold Improvements in accordance with the LESSEE'S Approved Plans. LESSOR shall pay for the cost of constructing the Leasehold Improvements up to a maximum amount of $200,000 (herein called the “Lessee "CONSTRUCTION COST CAP"). LESSEE shall pay the cost of constructing the Leasehold Improvements Final Plans and Specifications”to the extent such cost exceeds $200,000. Within two One-half (21/2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans cost of constructing the demising wall between the Leased Premises and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications adjacent space shall be charged against the Improvement Allowance described belowConstruction Cost Cap. Except for immaterial field changesLESSEE shall pay to LESSOR, modifications to at the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee time LESSOR'S Work and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify Leasehold Improvements are substantially complete, the amount amounts, if any, by which the sum of: (a) one-half (1/2) of delay expected to be caused to the construction schedule and any change in the cost of constructing the Lessee Improvements caused by demising wall between the Change Order, which statements will be binding upon Lessor, Lessee Leased Premises and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, adjacent space; and (iiib) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and constructing the aggregate amount of all such changes and extras does not exceed $10,000Leasehold Improvements exceeds the Construction Cost Cap.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by LesseeLessee other than the Shell Building Improvements, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “"Lessee Improvements”"). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare preliminary plans and specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver two (2) copies of such plans and specifications to Lessor Lessor. All preliminary and final plans and specifications for the Lessee Improvements shall be subject to Lessor's approval, which approval shall not be unreasonably withheld by Lessoror delayed; provided, however, in no event shall such approval constitute approval for accuracy, completeness, quality or effectiveness of design, compliance with applicable laws or otherwise. Lessor will advise Lessee within five (5) business days after Lessor’s After receipt of the preliminary plans and specifications, Lessor shall approve such plans and specifications or, within ten business (10) days after receipt thereof, deliver to Lessee in writing specific objections, together with its proposed solution to such problem and Lessee shall respond to said objections within ten (10) days after receipt of Lessor’s 's comments. Lessee shall take Lessor's objections into consideration, such approval or disapprovalnot to be unreasonably withheld, and, Lessor’s failure to respond within in redrafting the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, . The foregoing process shall continue until the final parties shall mutually agree upon the plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any specifications; such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “"Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee". All costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described belowin Section 3.03 hereof. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) or agreement signed by Lessor, Lessor and Lessee and the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee that increase the costs of the Lessee Improvements above the Improvement Allowance defined belowLessee. The Lessee Lessee. Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “"immaterial field change” " shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (!ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $2,000 10,000 and the aggregate amount of all such changes and extras does not exceed $10,00050,000.