Common use of Permits Clause in Contracts

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, (a) Except as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in Exhibit H-2A, there are no Permits under existing Legal Requirements, including all Environmental Laws, applicable to Borrower, each Project Company and the Construction ScheduleProject as it is currently designed that are or will become Applicable Permits other than the Permits described in Exhibit H-2B (including all Permits needed to enable the Borrower and each Project Company to execute, deliver and perform its obligations under the Financing Documents and each Project Document). Notwithstanding anything Each Permit described in Part I of Exhibit H-2B is in full force and effect and is not subject to any current legal proceeding or to any unsatisfied condition that may allow material modification or revocation or that could reasonably be expected to have a Material Adverse Effect, and all applicable appeal periods with respect thereto have expired. None of the contrary Permits described in Part I of Exhibit H-2B has been modified, amended or supplemented in a manner that could be reasonably expected to have a Material Adverse Effect. Except as set forth on Exhibit H-6, Borrower and each Project Company is in compliance in all material respects with all Applicable Permits set forth in this Section 2.4Part I of Exhibit H-2B. (b) Each Permit described in Part II of Exhibit H-2B is of a type that is routinely granted on application and Borrower believes that each Permit so indicated on Part II of Exhibit H-2B will be obtained before it becomes an Applicable Permit. (c) To Borrower’s knowledge, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining each other Major Project Participant is in compliance in all material respects with its respective applicable third party Permits, each other Major Project Participant possesses all Permits, licenses, franchises, patents, copyrights, trademarks and trade names, or rights thereto necessary to perform its duties under the Operative Documents to which it is a party, and such Person is not in violation of any building permit for the Tenant Improvements and that the obtaining valid rights of others with respect to any of the same shall foregoing that could be Tenant's responsibility reasonably expected to have a Material Adverse Effect. (provided that Contractor shall submit its license number d) Neither Borrower nor any Project Company has entered into any stipulations with the plans and shall also submit proof of liability insurance if required by the City of Livermoreany Governmental Authority issuing any Applicable Permit(s) which are not expressly set forth in such Permit(s); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order 7.9.1 The PUD shall apply for and use active and diligent efforts to expedite obtain in a timely manner and in final form all applicable federal, state, regional, and local permits, licenses, authorizations, certifications, determinations, and other governmental approvals (“Permits”) for purposes of implementing the License Surrender Order and SUA. Active and diligent efforts include, but are not limited to, seeking appropriate administrative review of permitting processdecisions, prior reapplying as necessary, or timely submitting requested additional information. Permit applications shall be consistent with this Settlement Agreement. The PUD shall pay all fees required by law related to Landlord's approval such Permits. The PUD shall not be held in breach of this Settlement Agreement if it cannot legally implement an action because all applicable Permits required for that action have been applied for but are not yet obtained, or because a necessary Permit has been denied or includes a Material Modification of the Settlement Agreement. 7.9.2 If a proceeding challenging any Permit required for the action has been commenced, the PUD shall be under no obligation under this Settlement Agreement to implement the action or any related action until any such proceeding is terminated. If any Permit has been denied or challenged, includes a Material Modification of the Settlement Agreement, or is not obtained in a timely manner, the Parties shall confer to evaluate the effect of such event on implementation of this Settlement Agreement, License Surrender Order and SUA and to seek to develop actions to respond to that event. 7.9.3 The Parties recognize that a Permit delay or denial, or a Permit that contains a Material Modification of the Settlement Agreement, in itself does not alleviate the PUD’s responsibility to comply with a License Surrender Order or SUA condition but may be the basis for requesting FERC or USFS to amend the License Surrender Order or SUA. If the Parties do not agree on actions to respond to that event, a Party may initiate dispute resolution pursuant to Section 2.3 above, Tenant may submit 9 to address the Final Working Drawings issue of necessary actions to the appropriate municipal authorities for all Permits necessary respond to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsPermit delays or denials or Material Modifications. In connection with the permitting processevent that the Parties do not agree on actions to respond to a Permit delay or denial or Material Modifications, Tenant shall coordinate with Landlord in order then the Permit delay or denial or Material Modifications may constitute material new information or a basis for withdrawal pursuant to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth Section 10. 7.9.4 Nothing in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible construed to limit the PUD’s right to apply for obtaining any building permit for the Tenant Improvements and that the obtaining a Permit before issuance of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications License Surrender Order or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheldSUA, provided that if any such applications shall not contain a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Material Modification of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofSettlement Agreement.

Permits. In order (a) Following the Distribution, notwithstanding Section 2.6, to expedite the permitting processextent the Transfer to the applicable Permit Transferee of any permits, prior including Environmental Permits, that constitute Assets that are allocated to Landlord's approval the Permit Transferee’s Group pursuant to Section 2.3 abovethis Agreement, Tenant may submit have not been completed (such permit, a “Non-Transferred Permit”), the Final Working Drawings Permit Transferor shall, and shall cause the other members of its Group to, use commercially reasonable efforts to (A) assist the appropriate municipal authorities for all Permits Permit Transferee by providing any information necessary to allow Landlord's contractor the Permit Transferee to commence and fully complete apply to the construction applicable Governmental Authority for the Transfer of such Non-Transferred Permit or the issuance of a new permit applicable to the same subject matter of the Tenant ImprovementsNon-Transferred Permit, to the extent that such application was not submitted prior to the Distribution, (B) maintain each existing permit, including any Environmental Permit, related to such Non-Transferred Permit, in full force and effect in all material respects, until such time as the Permit Transferee has otherwise received the Non-Transferred Permit or a new permit applicable to the same subject matter as such Non-Transferred Permit, (C) cooperate in any reasonable and lawful arrangement designed to provide to the Permit Transferee the benefits arising under any Non-Transferred Permit, including accepting such reasonable direction as the Permit Transferee shall request of the Permit Transferor, and (D) enforce at the Permit Transferee’s reasonable request, or allow the Permit Transferee to enforce in a commercially reasonable manner, any rights of the Permit Transferor under such Non-Transferred Permit (to the extent related to the Business of the Permit Transferee). The costs and expenses incurred by the Permit Transferor related to the foregoing clauses (A)-(B) shall be borne solely by the Permit Transferor and the costs and expenses incurred by the Permit Transferor related to the foregoing clauses (C)-(D) shall be borne solely by the Permit Transferee. Following the Distribution, to the extent the issuance of any permits, including Environmental Permits, necessary for the conduct of the Business of a Party’s Group as it is conducted as of the time of the Distribution (after giving effect to the Ancillary Agreements) has not been completed as of the Distribution, each of the Parties shall reasonably cooperate with each other to provide such information and take such actions as reasonably requested by each other to facilitate the issuance of such permit. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth foregoing in this Section 2.45.2(a), Tenant hereby agrees that neither Landlord nor Landlord's consultants a Party’s obligation hereunder is conditioned on the planned recipient of such permit undertaking prompt action to apply for and prosecute the reissuance or a transfer of permit. (b) Following the Distribution, the Permit Transferee shall be responsible for obtaining compliance by the Business of its Group with all of the terms and conditions of any building permit, including any Environmental Permit, which is a Non-Transferred Permit. The Permit Transferee shall be responsible for all Liabilities related thereto and shall indemnify the Permit Transferor pursuant to Article VI for all Indemnifiable Losses to the extent relating to or arising in connection with or resulting from a permit, including any Environmental Permit, which is a Non-Transferred Permit due to the Business of its Group, including fines or penalties arising from violations by its Group of any terms and/or conditions of the Non-Transferred Permit. (c) Notwithstanding Section 2.6 or Section 2.8, but in furtherance of the foregoing, in the case of any permits (including Environmental Permits) which are related to both the NCR Business and the ATMCo Business (a “Shared Permit”) and which have not been separated (or a new permit otherwise procured for a Party) prior to the Distribution, the Parties shall cooperate following the Distribution to, at the election of the holder of such Shared Permit following the Distribution (whether or not allocated such permit pursuant to the allocation of Assets in this Agreement), either (i) Transfer the applicable Shared Permit to a member of the other Party’s Group (as designated by such Party) and procure for the Tenant Improvements and that the obtaining holding Party’s Group any new permits required to operate its Business as it is conducted as of the same shall be Tenant's responsibility time of the Distribution after giving effect to the Ancillary Agreements or (provided that Contractor shall submit its license number with ii) procure the plans and shall also submit proof issuance for the other Party of liability insurance if required by such new permits, including Environmental Permits, related to the City existing Shared Permits (to the extent necessary for the conduct of Livermorethe Business of such other Party’s Group as it is conducted as of the time of the Distribution after giving effect to the Ancillary Agreements); further, Landlord shallprovided that, in each case, and for the avoidance of doubt, if there is any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations delay in the Approved Tenant Improvement Plans may be made without Transfer or procurement of such permit, clauses (A)-(D) of Section 5.2(a) and the prior written consent indemnity obligations in Section 5.2(b) shall continue to apply. (d) No Party shall have any obligations under this Section 5.2 if it is provided notice, or otherwise becomes aware, of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly Non-Transferred Permit or indirectly delay Shared Permit at any time after the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 twenty-four (24) month anniversary of the LeaseDistribution Date; provided, Landlord may proceed that nothing shall limit the obligations of the Parties under this Section 5.2 with respect to establish a Tenant Delay pursuant any Non-Transferred Permit or Shared Permit it had been provided notice of, or was otherwise aware of, prior to Section 4 hereofsuch date.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings (a) All Permits currently held by Kemmerer relating to the appropriate municipal authorities for Kemmerer Mining Operation constitute all Permits necessary to allow Landlord's contractor to commence and fully complete for the construction operation of the Tenant ImprovementsKemmerer Mining Operation as presently conducted and as proposed to be conducted. Notwithstanding As of the foregoingClosing Date, Tenant acknowledges all such Permits are held by Kemmerer, in the name of ▇▇▇▇▇▇▇▇▇▇▇▇ Kemmerer, Inc. All such Permits that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord issued are in order to allow Landlord, at its optionfull force and binding upon Kemmerer and, to take part Contributor’s knowledge, the other parties thereto. There are no proceedings pending or, to the Knowledge of Contributor, threatened, that seek the revocation, cancellation, suspension or materially adverse modification of such Permits. Kemmerer is in compliance in all phases material respects with all such Permits. All Permits are renewable by Kemmerer by their terms in the Ordinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. Contributor has not received written notice to the effect that (i) Kemmerer is not in compliance with, or is in violation of, any Permit, (ii) any currently existing circumstances are likely to result in a failure of Kemmerer to comply with, or result in a violation by Kemmerer of, any Permit, or (iii) any pending Permit application related to the Kemmerer Mining Operation will be delayed, denied or made subject to any special qualification procedures or the payment of any amounts other than routine filing fees. (b) Neither Contributor nor Kemmerer has been notified in writing or otherwise by OSMRE or the agency of any state administering SMCRA or any comparable state statute that Kemmerer or the Kemmerer Mining Operation is: (i) ineligible to receive additional Permits (i.e., “permit blocked” under OSMRE’s Applicant Violator System (AVS)); or (ii) under investigation to determine whether its eligibility to receive or maintain any such Permits should be revoked. As of the permitting process and shall supply LandlordClosing Date, as soon as possible, with all plan check numbers and dates no facts exist that presently or upon the giving of submittal and obtain notice or the lapse of time or otherwise would render Kemmerer ineligible to receive Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofpotential Permits.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities (a) CE Construction and/or Lessee shall be solely responsible for obtaining all Permits necessary to allow Landlord's contractor to commence for the siting, construction, development, operation and fully complete the construction maintenance of the Tenant ImprovementsLNG Facility, and CE Construction shall use Commercially Reasonable Efforts to obtain all such Permits as soon as possible. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right neither Lessee nor CE Construction shall make or present any submission, presentation or other substantive written communication to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes any Governmental Authority in such drawings after the same have been submitted for permits. In connection with the permitting processLNG Facility without first obtaining Lessor's approval of such submission, Tenant presentation or other substantive communication, which approval shall coordinate with Landlord not be unreasonably withheld. Lessor shall be given reasonable advance notice of any meetings (whether held in order person or telephonically) between Lessee and/or CE Construction and any Governmental Authority relating to allow Landlordany Permit, and Lessee, CE Construction and Lessor shall reasonably cooperate in scheduling such meetings at its optionsuch times and in such locations as are reasonably convenient for all Parties, so as to take part in all phases of the permitting process enable Lessor, CE Construction and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth Lessee to each participate in the Construction Schedulesame. Notwithstanding anything Subject to the contrary set forth foregoing, Lessor, CE Construction and Lessee shall each make their representative(s) available for all such meetings, either in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlordperson or by telephone. In no event shall Lessee or CE Construction allow any Permit to be binding upon the Premises without Lessor's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlordapproval, which shall not be unreasonably withheldwithheld to the extent the Permits apply solely to the Premises, provided the Easements and/or the Exclusion Zone; provided, however, that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 any Permit affects any other part of the Borax Site or would survive the termination of this Lease, Landlord Lessor may proceed withhold its approval of such Permit in Lessor's sole and absolute discretion. (b) Lessor agrees to establish a Tenant Delay pursuant join with CE Construction, at its request, in seeking the Permits and other approvals of Governmental Authorities related to Section 4 hereofconstruction of the LNG Facility which are approved by Lessor in accordance with this Lease. Lessee shall reimburse Lessor for all of Lessor's reasonable out-of-pocket costs incurred in evaluating and processing such Permits and other approvals of Government Authorities. Lessee agrees to indemnify and hold Lessor harmless from and against any and all liabilities and obligations arising from such joinder by Lessor with Lessee in connection with such Permits.

Permits. In order Subject to the terms and conditions of this Agreement, Buyer and Seller shall use their commercially reasonable efforts to provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement as soon as practicable and, in any case, prior to Closing, and to the extent necessary, Buyer and Seller shall each use their commercially reasonable efforts to secure from the applicable Governmental Authority consent to the issuance of any necessary temporary or provisional Permits required for Buyer’s continued operation of the Restaurants following the Closing. The applications and related documentation prepared in respect of such Permits, as well as the choice of entities and transaction structure implemented in relation to obtaining such Permits, shall be in form and substance reasonably acceptable to Buyer. Buyer and Seller shall cooperate in good faith and each of them shall comply with and carry out any and all commercially reasonable requirements, demands, requests, rules, and regulations of the local issuing authority, so as to expedite the permitting process, approval of the issuance or transfer of such Permits. To the extent that any Permit has not been obtained prior to Landlord's approval pursuant Closing, until such Permits are obtained, Buyer and Seller shall use their commercially reasonable efforts, at either Party’s request, to Section 2.3 abovecooperate with each other to obtain such Permits. During such time period, Tenant may submit Seller or the Final Working Drawings applicable Retained Subsidiary shall comply with all applicable covenants and obligations under such Permits, including the payment of any costs or expenses in connection therewith, which shall be performed by Seller or the applicable Retained Subsidiary for Buyer’s account and Buyer shall promptly (but in no event later than thirty (30) days following receipt of a reasonably detailed invoice from Seller (which invoices shall be delivered by Seller to Buyer on a monthly basis and shall aggregate all out-of-pocket costs and expenses and payment of obligations made by Seller in respect of such Permit during such month, together with reasonable supporting documentation)) reimburse Seller for any out-of-pocket costs, expenses or payments made by Seller in respect of such arrangements. During such time period, to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence extent permitted by applicable Law and fully complete the construction terms of the Tenant Improvementsapplicable Permit, Buyer shall be entitled to receive all of the benefits of Seller or the applicable Retained Subsidiary under such Permit, and if, during such time period, Buyer would be unable to operate any portion of a Restaurant due to Seller’s retention of such Permit, Seller shall retain and operate such Restaurant for the benefit of Buyer and shall provide to Buyer any net profit received from such operations; provided that any out-of-pocket costs, expenses or payments that are reimbursed by Buyer shall not reduce net profit. Buyer agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities based upon, arising out of or relating to the performance of, or failure to perform, any obligations under such Permit that are for the benefit of Buyer other than in the case of gross negligence or willful misconduct on the part of the Seller Indemnitees. Notwithstanding the foregoingforegoing provisions of this paragraph, Tenant acknowledges that Landlord does following the Closing Date, Seller and its Affiliates shall renew any Permit upon the expiration or termination thereof if required for Buyer’s continued operation of the applicable Restaurant and, as of such time, there shall not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitstransferred, reissued or obtained a Permit as referred to in the second sentence of this Section 5.04. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionaddition, to take part in all phases the extent that any such Permit contains an “evergreen” provision that automatically renews such Permit unless terminated or cancelled by either party thereto, Seller and its Affiliates shall not terminate or cancel such Permit if such Permit is required for Buyer’s continued operation of the permitting process and shall supply Landlordapplicable Restaurant and, as soon of such time, there shall not have been transferred, reissued or obtained a Permit as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth referred to in the Construction Schedulesecond sentence of this Section 5.04. Notwithstanding anything Buyer and Seller shall each bear one half (1/2) of the filing fees with respect to obtaining any such Permits with respect to the contrary set forth in this Section 2.4purchase and sale of the Purchased Assets or the operation of the Business; provided, Tenant hereby agrees however, that neither Landlord nor Landlord's consultants Party shall be responsible for obtaining required to incur any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, further Liabilities or provide any further financial accommodation in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofconnection therewith.

Permits. In order 8.1.1. Insmed shall have sole right, at its own expense, to expedite file, seek, prosecute and maintain all Permits, including the permitting processNDA and all other approvals from any applicable Governmental or Regulatory Authority, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings related to the appropriate municipal authorities for Manufacture of ARIKACE (collectively, the “Manufacturing Permits”). The parties acknowledge and agree that the Manufacturing Permits specifically exclude all Permits necessary or required under applicable Laws to allow Landlord's contractor keep the Workshop and Facility operational for purposes of carrying out Therapure’s Manufacturing obligations hereunder (the “Facility Permits”), the obtaining and maintaining of which shall be the sole responsibility of Therapure. Therapure shall also have sole responsibility for maintaining the Workshop in a state of GMP compliance and preparedness for inspection by the FDA, Health Canada, EMA or, to commence the extent reasonably requested by Insmed, any other applicable Governmental or Regulatory Authority. 8.1.2. Insmed shall have sole right, at Insmed’s expense, to file, seek, prosecute and fully complete maintain all Permits related to the construction commercialization and distribution of ARIKACE anywhere in the Tenant Improvements. Notwithstanding Territory, including, but not limited to, all Permits necessary or required for the foregoingsale, Tenant acknowledges that Landlord does not waive marketing, distribution and reimbursement of ARIKACE in the right to approve Territory (collectively, the Final Working Drawings “Commercialization Permits”, and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection together with the permitting processManufacturing Permits, Tenant the “ARIKACE Permits”). Therapure shall coordinate provide Insmed with Landlord such information related to Manufacturing as may be reasonably requested by Insmed in order to allow Landlordobtain and maintain any such ARIKACE Permits. 8.1.3. Insmed shall keep Therapure informed of: (i) the progress made towards obtaining Manufacturing Permits and promptly notify Therapure, in writing, of any expected delay greater than one month in obtaining any such Manufacturing Permits; (ii) the receipt of any Manufacturing Permits, in writing, promptly after such Manufacturing Permits are obtained; and (iii) any new submitted application for Manufacturing Permits and inform Therapure promptly after such Manufacturing Permits are obtained. 8.1.4. In addition to the procedure described under Article 7, in the event that Insmed initiates any reasonable change to the NDA or any other ARIKACE Permit, Therapure shall, at its optionInsmed’s expense (such expense to only include Therapure’s personnel and other direct costs and third party costs attributable to effecting such change), to take part assist Insmed in all phases supporting and implementing such change. 8.1.5. Each party shall promptly notify the other of the permitting process new regulatory requirements and shall supply Landlord, as soon as possible, with all plan check numbers and dates other applicable Laws of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit which it becomes aware which are necessary for the Tenant Improvements Manufacture or distribution of ARIKACE. The parties shall confer with each other and that use reasonable commercial efforts to implement the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number best means to comply with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofapplicable Laws.

Permits. In order Seller and its Affiliates have obtained each Permit of the Asset Selling Entities and the Conveyed Companies necessary for the conduct of the Business as it is currently conducted, except where the failure to expedite possess any such Permit would not, individually or in the permitting processaggregate, prior be reasonably expected to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings be material to the appropriate municipal authorities for Business, the Conveyed Companies and the Purchased Assets, taken as a whole. Each Asset Selling Entity and each Conveyed Company is in compliance with all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvementsterms and requirements of each such Permit, except as would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole. Notwithstanding Each of such Permits is valid, in full force and effect and has not been revoked, reversed, stayed, set aside, annulled or suspended and there are no Actions pending or, to the foregoingKnowledge of Seller, Tenant acknowledges threatened relating to the suspension, revocation, non-renewal or modification of any such Permits or which questions or contests the validity of the rights under any such Permit nor is there any reasonable basis for the revocation, cancellation, suspension, adverse modification, non-renewal or declaration of invalidity of any such Permit, other than exceptions to any of the foregoing that Landlord does not waive would not, individually or in the right aggregate, be reasonably expected to approve be material to the Final Working Drawings Business, the Conveyed Companies and the Purchased Assets, taken as a whole. Except as set forth on Schedule 3.6 of the Seller Disclosure Letter, the Material Permits, to the extent contemplated to be transferred to, or retained by electing to submit the Final Working Drawings for permit prior to Landlord's approval(as applicable), Tenant is assuming the risk that Landlord may require changes Purchaser or its Affiliates shall remain in such drawings full force and effect immediately after the same have been submitted for permitsClosing without any material additional cost to Purchaser or its Affiliates or any material additional restriction, condition or filing, and there are no facts or circumstances that are reasonably likely to prevent, or materially increase the cost after Closing of, complying with such Permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases Schedule 3.6 of the permitting process Seller Disclosure Letter sets forth the Seller’s and shall supply Landlord, its Affiliates’ Material Permits as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedulehereof. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.As used herein,

Permits. In order to expedite If any governmental license or permit (other than a certificate of occupancy for the permitting processentire Building shall be required for the proper and lawful conduct of Tenant’s business in the Premises or any part thereof, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow LandlordTenant, at its optionexpense, shall duly procure and thereafter maintain such license or permit and submit the same to take part Landlord for inspection within 30 days after Landlord’s request therefor. Tenant shall at all times comply in all phases material respects with the terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the permitting process Premises for other than executive, administrative and general offices require any modification or amendment of any certificate of occupancy for the Building, Tenant shall, at its expense, take all commercially reasonable actions necessary to procure any such modification or amendment and shall supply Landlord, reimburse Landlord (as soon as possible, with Additional Rent) for all plan check numbers reasonable out-of-pocket costs and dates expenses Landlord incurs in effecting said modifications or amendments within 30 days after demand therefor accompanied by reasonably satisfactory documentation of submittal such costs and obtain the Permits on or before the date set forth in the Construction Scheduleexpenses. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain connection with Tenant’s obtaining of any such permits. No changesgovernmental license or permit or any application by Tenant for any amendment or modification to the Building’s certificate of occupancy, modifications and shall reasonably promptly execute and deliver any applications, reports or alterations in the Approved Tenant Improvement Plans related documents as may be made without the prior written consent of Landlord, which shall not be unreasonably withheldrequested by Tenant in connection therewith, provided that if Tenant shall reimburse Landlord (as Additional Rent) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within 30 days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Unit which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any Alterations or to a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 use of the Lease, Premises not otherwise permitted hereunder nor to require Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofeffect such modifications or amendments of any certificate of occupancy.

Permits. In order The Remainco Group shall cooperate with the Spinco Group and Remainco shall use its reasonable best efforts to expedite finalize or effectuate the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings transfer of a Permit to the appropriate municipal authorities for all Permits necessary Spinco Group that is designated as a Spinco Asset and that is not already Transferred to allow Landlord's contractor to commence and fully complete the construction a member of the Tenant ImprovementsSpinco Group as of the Distribution Date. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection The Spinco Group shall cooperate with the permitting process, Tenant Remainco Group and shall coordinate with Landlord in order use its reasonable best efforts to allow Landlord, at its option, finalize or effectuate the transfer of a Permit to take part in all phases the Remainco Group that is designated as an Remainco Retained Asset and that is not already Transferred to a member of the permitting process Remainco Group as of the Distribution Date. If any Permit cannot be transferred then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and shall supply Landlordimplement arrangements to pass along to the Spinco Group or Remainco Group, as soon applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as possibleapplicable, with all plan check numbers and dates as presently conducted under the terms of submittal and obtain the Permits on or before the date any such Permit. Except as otherwise set forth in the Construction Schedule. Notwithstanding anything Merger Agreement (the provisions of which shall control with respect to the contrary set forth parties’ agreements regarding and the obtainment of Governmental Authorizations and Consents thereunder), each of the Remainco Group and the Spinco Group shall cooperate and use their respective reasonable best efforts to seek and obtain, in this Section 2.4accordance with applicable Legal Requirements, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit necessary Consents or Governmental Authorizations for the Tenant Improvements Transfer of all Permits contemplated to be Transferred pursuant to this Article II to the fullest extent permitted by applicable Legal Requirements, and that the obtaining each of the same Remainco Group and the Spinco Group shall pay fifty percent of any cost required to be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary paid to enable Tenant a third party to obtain any such permitsConsents or Governmental Authorizations unless otherwise agreed upon in writing by the Parties (including RMT Partner), it being understood that any fees to be paid by the Spinco Group shall be borne by the RMT Partner Group after the Effective Time. No changes, modifications or alterations in The Parties acknowledge that this Section 2.7 does not apply to Permits that are Spinco Assets and are already held by the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work Spinco Group as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofdate of this Agreement.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, The Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlordwill, at its optionexpense make application for and diligently pursue a valid business license to be issued by the Town of Princeton, permitting the Tenant to take part use and operate the Premises for the permitted uses set out in all phases Section 1.1(h) (the “Business License”) and provide to the Landlord a copy of the permitting process Business Licence when same is issued. The Tenant will, at its expense make application for and shall supply Landlord, as soon as possible, with diligently pursue all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit required for the Tenant Improvements to use and operate the Premises for the permitted uses set out in Section 1.1(h) and provide to the Landlord a copy of such Permits when same is issued. At all times during the Term and any renewal or extension thereof, the Tenant will, at its expense, keep, or cause to be kept, the Business Licence and the Permits in good standing and obtain, or cause to be obtained, any applicable renewals thereof. Upon obtaining such renewals, the Tenant will forthwith provide a copy of the renewed Business Licence and Permits to the Landlord. If the Business Licence or any of the Permits is suspended, cancelled or revoked for any reason and such change could reasonably be expected to have a material impact on the Tenant’s use of the Premises for the permitted uses set out in Section 1.1(h), then the Tenant will notify the Landlord in writing within five days of such suspension, cancellation or revocation. If the suspension, cancellation or revocation is not corrected by the Tenant within one year, the Landlord may, at its sole discretion terminate this Lease. The Landlord acknowledges that the obtaining Tenant may be required to take reasonable precautions to ensure that only authorized individuals have access to certain portions of the same shall be Tenant's responsibility (provided that Contractor shall submit Premises during certain times to comply with its license number Permits or applicable law. The Landlord agrees to use all commercially reasonable efforts to coordinate with the plans Tenant prior to exercising its rights of distraint or rights of entry pursuant to Sections 5.7 [Clean Up Plans], 6.2 [Repair on Notice], 7.5 [Tenant Responsible for Damages], 8.6 [Exhibit Premises], 10.1 [Re-entry on Default], 10.3 [Sale and shall also submit proof Reletting] and 10.6 [Payments by Landlord Regarded as Rent] of liability insurance this Lease to ensure compliance with the Permits and applicable law. The Landlord will, from time to time at the Tenant’s expense, upon request from the Tenant or a governmental authority, promptly provide to the Tenant and if required by applicable the City of Livermore); furtherrequesting governmental authority, Landlord shallall documentation, in any event, cooperate with Tenant in executing permit applications consents and performing other ministerial acts reasonably approvals necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in for the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Tenant’s use of the LeasePremises in compliance with the Permits in a form acceptable to the Landlord and the Tenant, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofeach acting reasonably.

Permits. In (a) No Permits are necessary for the development, construction, testing or operation of the Project under Applicable Law as the Project is currently designed that are or will become Applicable Permits other than the Permits described in Schedule 5.09. (b) Each Applicable Permit that is necessary to be obtained as of the Closing Date is listed on Part I of Schedule 5.09, and each other Applicable Permit required to be obtained after the Closing Date is listed on Part II of Schedule 5.09. Each Applicable Permit that is necessary to be obtained as of the date this representation and warranty is made, in light of the status of the development, construction and operation of the Project as of such date, is in the Borrower’s name (or the name of the Project or of any authorized contractor for the Borrower), in full force and effect and is not subject to any pending appeals or further proceedings or to any unsatisfied material condition that would result in material modification or revocation of such Permit, and all applicable fixed appeals periods (excluding generally applicable appeal periods under the federal Administrative Procedures Act or any state analogue thereof and not related to any particular circumstances involving the Borrower or the Project) for any such Applicable Permit have expired; provided, however, that the appeals period with respect to the MBR Authority shall be deemed to have expired upon issuance of an order to expedite granting the permitting process, MBR Authority if no notices of intervention were submitted in the FERC docket in which such application was filed prior to Landlord's approval the issuance of FERC’s order granting MBR Authority, and no motions to intervene were granted in FERC’s order granting MBR Authority. The Borrower has no reason to believe that any Applicable Permit listed on Part II of Schedule 5.09 that has not been obtained will not be obtained in due course on commercially reasonable terms and conditions, without substantial expenses or delay, when required pursuant to Section 2.3 aboveApplicable Law. (c) The Borrower has not received from any Governmental Agency a notice of violation of any Applicable Permit, Tenant may submit and the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence Borrower has not been and fully complete the construction is not currently in material violation of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofApplicable Permit.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings Contractor shall obtain (including as assignee or successor in interest to the appropriate municipal authorities Preliminary Work Provider), before required under any Law, including Environmental Law, and maintain in full force and effect and pay for the following Permits (the “Contractor Permits”): (i) all the Permits listed in Exhibit C-1, (ii) all other Permits necessary for Contractor and any Subcontractor to do business in the jurisdiction where the Facility is located and the Work is to be performed, and (iii) all other Permits required to be obtained to perform the Work, including all Permits necessary required to allow Landlord's contractor be obtained in the name of Owner with respect to commence and fully complete the construction Work or the construction, commissioning, start-up, testing, or energization of the Tenant ImprovementsFacility. In connection with the foregoing, Contractor shall promptly following the Effective Date apply to become a licensed contractor in the State of North Carolina. During the pendency of the issuance of such license, Owner shall provide Contractor with such reasonable assistance as Contractor may request to assist Contractor in performing the Work; provided, however, that such assistance shall not include any obligation on Owner to amend the Scope of Work or Contractor’s responsibility therefor, and Owner’s actions with respect to same shall not be deemed to be an Owner Caused Delay. For the avoidance of doubt, Contractor’s delay in or failure to obtain the State of North Carolina contractor license described herein shall not be construed to be a Force Majeure Event. Notwithstanding the foregoing, Tenant acknowledges that Landlord does Contractor shall not waive be required to obtain the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in Owner Permits. Contractor shall promptly provide Owner with copies of all Contractor Permits upon Contractor’s obtaining such drawings after the same have been submitted for permitsContractor Permits. In connection order to assist Contractor in obtaining the Contractor Permits, Owner shall provide Contractor with such reasonable assistance as Contractor may request. Contractor shall conduct the Work in compliance with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process Permits and shall supply Landlord, as soon as possible, with be responsible for the satisfaction of all plan check numbers and dates of submittal and obtain the Permits on or before the date conditions set forth in the Construction Schedule. Notwithstanding anything Permits except to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications extent otherwise indicated on Exhibit C-1 or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofExhibit C-2.

Permits. In order (a) Delivery to expedite Administrative Agent of the permitting processschedule of all material Permits required to develop, construct, own, lease, use, operate and maintain the Subject Project (a "Permit Schedule"), in form and substance reasonably satisfactory to the Majority Banks. (b) Delivery to Administrative Agent of (i) copies of each Permit listed on Part I of such Permit Schedule, each in form and substance reasonably satisfactory to the Majority Banks, and (ii) legal opinions of counsel to the Subject Project Company with respect to the Permits listed on such Permit Schedule, each in form and substance reasonably satisfactory to the Majority Banks. The Permits set forth on Part I of such Permit Schedule shall constitute in the Majority Banks' reasonable opinion all of the material Permits required or customarily obtained for the development, construction, ownership, leasing, use, operation and maintenance of the Subject Project as of the Credit Event Date. (c) Part II of such Permit Schedule shall list all other Permits required to develop, construct, own, lease, use, operate and maintain the Subject Project as contemplated by the Operative Documents. The Permits listed in Part II of such Permit Schedule shall either (i) in the Majority Banks' reasonable opinion, be timely obtainable at a cost consistent with the applicable Project Budget without material difficulty or delay prior to Landlord's approval pursuant to Section 2.3 abovethe time such Permits are required for the development, Tenant may submit construction, ownership, leasing, use, operation or maintenance of the Final Working Drawings Subject Project, or (ii) there shall exist alternative solutions (the expected cost of which is reflected in the applicable Project Budget) reasonably satisfactory to the appropriate municipal authorities Majority Banks which would eliminate the need for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes such Permits. (d) Except as disclosed in such drawings after the same have been submitted for permits. In connection with the permitting processPermit Schedule, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth listed in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining Part I of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which Permit Schedule shall not be unreasonably withheldsubject to any restriction, provided condition, limitation or other provision that if would reasonably be expected to have a proposed change would directly Project Material Adverse Effect with respect to the Subject Project Company or indirectly delay result in the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined Subject Project being operated in Article 8 of a manner substantially inconsistent with the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofassumptions underlying the Base Case Project Projections most recently delivered hereunder.

Permits. In order For the purposes of this Agreement, the "EchoStar Permits" shall mean all permits, approvals, authorizations, certificates, consents, franchises, licenses, concessions and rights ("Permits") issued or authorized by any Governmental Authority (as amended or modified) to, or held by, EchoStar or any of its Subsidiaries (together, the "EchoStar Permit Entities") including (a) all Permits issued by the FCC to expedite any EchoStar Permit Entity ("EchoStar FCC Licenses") and (b) all Permits issued to any EchoStar Permit Entity by a Governmental Authority (other than the permitting processFCC) authorizing such entity to provide broadcasting or other communications services (including the provision of direct-to-home video programming). Set forth on Section 3.20 of the EchoStar Disclosure Schedule is a true and complete list of (a) all EchoStar Permits, prior to Landlord's approval pursuant to (b) all pending applications for Permits that would be EchoStar Permits, if issued or granted and (c) all pending applications by any EchoStar Permit Entity for modification, extension or renewal of EchoStar Permits, except that Section 2.3 above3.20 of the EchoStar Disclosure Schedule need not list such EchoStar Permits, Tenant may submit the Final Working Drawings applications therefor or applications in respect thereof that are immaterial to the appropriate municipal authorities for assets or business of EchoStar and its Subsidiaries taken as a whole. The EchoStar Permits are all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Permits required to be issued to or held by the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord EchoStar Permit Entities in order to allow Landlordsuch entities to conduct their respective businesses as currently conducted and the EchoStar Permits are in full force and effect, at except where the failure to possess any such Permit or the failure of any such Permit to be in full force and effect could not reasonably be expected to have a EchoStar Material Adverse Effect. Without limiting the general provisions of Section 3.9, except as set forth on Section 3.20 of the EchoStar Disclosure Schedule, each of the EchoStar Permit Entities is in compliance with (i) its optionobligations under each of the EchoStar Permits owned, held or possessed by it, and (ii) the rules and regulations of the Governmental Authority issuing such EchoStar Permit, except in each case where the failure to so comply could not reasonably be expected to have a EchoStar Material Adverse Effect. Except as set forth on Section 3.20 of the EchoStar Disclosure Schedule and except for proceedings affecting the satellite industry in general, to take part in all phases EchoStar's knowledge, there is not pending or threatened before the Federal Communications Commission or any successor agency ("FCC") or any other Governmental Authority any proceeding, notice of violation, order of forfeiture or complaint, or investigation against any EchoStar Permit Entity relating to any of the permitting process and shall supply LandlordEchoStar Permits that could reasonably be expected to have a EchoStar Material Adverse Effect. Without limiting the general provisions of Section 3.5, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining 3.5(d) of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 EchoStar Disclosure Schedule lists all of the Leaseconsents or approvals of, Landlord may proceed or registrations or filings by any EchoStar Permit Entity with, any Governmental Authority necessary for EchoStar to establish a Tenant Delay pursuant to Section 4 hereoftransfer the EchoStar Permits by consummating the transactions contemplated hereby.

Permits. In order 4.9.1 There are no material Permits under existing Legal Requirements as the Project is currently designed that are or will become Applicable Permits other than the Permits listed in Exhibit G-1 hereto. Except as disclosed in Exhibit G-1 (as so supplemented), each Permit listed in Part I(A) of Exhibit G-1 is in full force and effect and is not subject to expedite any current legal proceeding or to any Unsatisfied Condition that could reasonably be expected to have a Material Adverse Effect, and all applicable appeal periods with respect thereto have expired. Each Permit listed in Part II(A) of Exhibit G-1 is of a type that is routinely granted upon submission of a timely application and demonstration that the permitting process, prior Project complies with applicable standards and Legal Requirements. No Permit listed in Part II(A) is required under applicable Legal Requirement or Project Documents to Landlord's approval pursuant be obtained before the time contemplated to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvementsbe obtained by Borrower. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionNo fact or circumstance exists, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor LandlordBorrower's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlordknowledge, which makes it likely that any Permit identified in Part II(A) of Exhibit G-1 shall not be unreasonably withheldtimely obtainable by Borrower before it becomes an Applicable Permit without expense materially in excess of amounts provided therefor in the Base Case Project Projections. Borrower is in compliance in all material respects with all Applicable Permits. 4.9.2 To Borrower's knowledge, provided there are no Permits under existing Legal Requirements as the Project is currently designed that if are or will become Applicable Third Party Permits other than the Permits listed in Exhibit G-1 hereto other than those, the failure of which to obtain could not reasonably be expected to have a proposed change would directly Material Adverse Effect. To Borrower's knowledge, except as disclosed in Exhibit G-1, each Permit listed in Part I(B) of Exhibit G-1 is in full force and effect and is not subject to current legal proceeding or indirectly delay to any Unsatisfied Condition that could reasonably be expected to have a Material Adverse Effect, and all applicable appeal periods with respect thereto have expired. No fact or circumstance exists, to Borrower's knowledge, which makes it likely that any Permit identified in Part II(B) of Exhibit G-1 shall not be timely obtainable by the "SUBSTANTIAL COMPLETION" of Landlordapplicable Person as identified in Exhibit G-1 at a cost consistent with the Base Case Project Projections before it becomes an Applicable Third Party Permit. Except as disclosed in Exhibit G-1, to Borrower's Work knowledge, each Person as that term identified in Exhibit G-1 possesses and is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofcompliance in all material respects with its respective Applicable Third Party Permits.

Permits. In order (a) The Contractor must acquire all permits necessary for the Works with the exception of permits under [the Flora and Fauna Act, the Nature Conservancy Act and the Forestry Act], which the Contracting Authority shall acquire in its own name. (b) The Contractor must ensure that all permits that it must acquire in accordance with paragraph (a) are placed in its name, [with the exception of notifications under the Forestry Act, which must be drawn up in the name of the Contracting Authority]. (c) The Contractor must comply with Schedule 9, Part 3, Annex 1 (Coordination Regulations for Permits), or regulations introduced in the place of those regulations, when applying for Permits in the Development Phase. (d) For the purpose of the Works of the Contractor, the Contracting Authority must endeavour to expedite have Permits that are granted in the permitting processContracting Authority's name and concern the Existing Infrastructure placed in the name of the Contractor, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for insofar as necessary. The Contractor must grant its full cooperation in this regard. (e) The Contractor must ensure that all Permits necessary issued in its name concerning a part of Third Party Infrastructure as referred to allow Landlord's contractor to commence and fully complete in Article 5.4 (a) are placed in the construction name of the Tenant Improvements. Notwithstanding administrator of the foregoing, Tenant acknowledges part of the Third Party Infrastructure in question on the date of the issue of the relevant Partial Completion Certificate as referred to in Article 5.4 (a). (f) The Contractor hereby grants the Contracting Authority an irrevocable power of attorney to issue Permits that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with issued in the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases name of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth Contractor in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining name of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shalla substitute contractor, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary the event of a restructuring as referred to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the LeaseDirect Agreement, Landlord may proceed or in the name of the step-in entity should a replacement DBFM Agreement enter into effect as referred to establish a Tenant Delay pursuant in the Direct Agreement. (g) The Contractor herewith grants irrevocable power of attorney to Section 4 hereofthe Contracting Authority have the Permits, issued at that time in the name of the Contractor, issued (or to issue them) in the name of the Contracting Authority as of the Expiry Date or as of the date of earlier termination of this Agreement. (h) If necessary, the Contractor must provide reasonable cooperation to the Contracting Authority for the acquisition and retention of the Permits.

Permits. In order (a) Tenant agrees to expedite the permitting process, prior proceed with diligence and in good faith to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings necessary applications, plans and specifications to the appropriate municipal authorities for all Permits necessary Governmental Authorities to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on and commence Tenant’s Work. At Tenant’s request, subject to Landlord’s consent, not to be unreasonably withheld, conditioned or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); furtherdelayed, Landlord shallshall join in all applications prepared by Tenant and otherwise cooperate with Tenant (but at no expense to Landlord, except for Landlord’s counsel fees, if any) in any eventaccomplishing the foregoing. At all times, Landlord shall reasonably cooperate with Tenant in executing Tenant’s efforts to obtain the Permits. Landlord agrees to respond within five (5) business days in connection with such effort. Landlord shall not, without Tenant’s prior consent, seek any subdivision, zoning or other consent, permit applications or approval from any governmental body that would obligate Tenant to construct any improvement or incur any liability (other than for Tenant’s Proportionate Share of the costs for the operation, maintenance and performing other ministerial acts reasonably necessary repair of the Common Areas and Facilities, to enable the extent provided in this Lease or the Declaration or which would materially and adversely affect the use or occupancy or the Premises or any improvement now or hereafter constructed thereon. Tenant acknowledges Landlord shall subdivide the Premises, at Landlord’s sole cost, from the Site to create a separate tax parcel. (b) Except as expressly otherwise provided herein, while assisting Tenant to obtain the Permits or otherwise during the Term, Landlord shall not accept, agree to or otherwise incorporate into documents any such permits. No changescondition, modifications restriction, limitation that would materially and adversely affect Tenant’s ability to use the Premises for the Permitted Use or alterations added material expense in any federal, state, county or local permit, application, approval or agreement, nor shall Landlord enter into any agreement binding or placing any material obligations whatsoever on Tenant, without in each and every instance first obtaining the Approved Tenant Improvement Plans may be made without the prior written express consent of LandlordTenant, which shall not to be unreasonably withheld, provided conditioned or delayed. Landlord is expressly authorized to enter into the OU-6 Agreements, a Contaminated Materials Management Plan for OU-6 and record an Environmental Covenant on the portion of Operable Unit 6 that if a proposed change would directly or indirectly delay lies within the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 boundaries of the LeasePremises. Tenant agrees to be bound by the terms thereof, Landlord may proceed as well as the remaining parts of the BDA, subject to establish a the Landlord’s performance of its obligations under the Environmental Indemnity. (c) Tenant Delay pursuant shall have the right, but not the obligation, to Section 4 hereofcontest the denial of any Permits and/or to contest any appeal taken by any other party with respect to the grant or issuance of any Permit.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings (a) All Permits currently held by Kemmerer relating to the appropriate municipal authorities for Kemmerer Mining Operation constitute all Permits necessary to allow Landlord's contractor to commence and fully complete for the construction operation of the Tenant ImprovementsKemmerer Mining Operation as presently conducted and as proposed to be conducted. Notwithstanding As of the foregoingClosing Date, Tenant acknowledges all such Permits are held by Kemmerer. All such Permits that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord issued are in order to allow Landlord, at its optionfull force and binding upon Kemmerer and, to take part Contributor’s knowledge, the other parties thereto. There are no proceedings pending or, to the Knowledge of Contributor, threatened, that seek the revocation, cancellation, suspension or materially adverse modification of such Permits. Kemmerer is in compliance in all phases material respects with all such Permits. All Permits are renewable by Kemmerer by their terms in the Ordinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. Contributor has not received written notice to the effect that (i) Kemmerer is not in compliance with, or is in violation of, any Permit, (ii) any currently existing circumstances are likely to result in a failure of Kemmerer to comply with, or result in a violation by Kemmerer of, any Permit, or (iii) any pending Permit application related to the Kemmerer Mining Operation will be delayed, denied or made subject to any special qualification procedures or the payment of any amounts other than routine filing fees. (b) Neither Contributor nor Kemmerer has been notified in writing or otherwise by OSMRE or the agency of any state administering SMCRA or any comparable state statute that Kemmerer or the Kemmerer Mining Operation is: (i) ineligible to receive additional Permits (i.e., “permit blocked” under OSMRE’s Applicant Violator System (AVS)); or (ii) under investigation to determine whether its eligibility to receive or maintain any such Permits should be revoked. As of the permitting process and shall supply LandlordClosing Date, as soon as possible, with all plan check numbers and dates no facts exist that presently or upon the giving of submittal and obtain notice or the lapse of time or otherwise would render Kemmerer ineligible to receive Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofpotential Permits.

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Applicable Laws that apply to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings and by electing to submit (the Final Working Drawings for permit prior to Landlord's approval, "Permits"). Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant's Architect, at Tenant's expense (provided that to the prior written consent of extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord's review and approval as a Change Order under Section 5 below; provided, which however, that Landlord shall not be unreasonably withheldpermitted to disapprove changes required to comply with Applicable Laws unless such changes materially adversely affect the exterior of the Building or the Outside Areas or adversely affects the marketability of the Premises. If Landlord disapproves of such amendments or revisions, provided that if Landlord shall return the same to Tenant with a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" statement of Landlord's Work reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that term is defined in Article 8 Tenant, at Tenant's expense (subject to application of the LeaseConstruction Allowance), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Work, excluding any work required of Landlord to satisfy clause (b) of the Delivery of Possession Requirements; provided, however, (a) that Landlord may proceed elect upon written notice to establish a Tenant Delay pursuant Tenant, to Section 4 hereofperform any such work in the Outside Areas or elsewhere outside the Premises, at Tenant's expense and (b) clause (b) of the Delivery of Possession Requirements shall in no event include any work to the Outside Areas due to Tenant's alterations to the Adjacent Outside Area or any alteration to the interior of the Premises for uses other than general office use.

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Legal Requirements applicable to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Leasehold Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings (the “Permits”). Tenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits for Landlord’s review and by electing to submit the Final Working Drawings for permit approval prior to Landlord's approval, any such filing. Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications applications, attending hearings with governmental agencies, and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy, provided Landlord approves of such permit applications and such applications or other acts do not impose any liability or other obligations on Landlord. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the prior written consent extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 6 below. If Landlord disapproves of such amendments or revisions, Landlord shall, within five (5) business days after being submitted to Landlord for Landlord’s review, return the same to Tenant with a statement of Landlord’s reasons for disapproval, which or specifying any required corrections. This procedure shall not be unreasonably withheldrepeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, provided that if a proposed change would directly as so amended. Tenant shall be solely responsible for any changes to the Space Plans and the Approved Working Drawings necessary to obtain any Permit or indirectly delay to comply with all applicable Legal Requirements or to achieve the "SUBSTANTIAL COMPLETION" of compatibility, as reasonably determined by Landlord's Work as that term is defined in Article 8 , of the LeaseSpace Plans and Approved Working Drawings with the shell and the core and the mechanical, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofplumbing, life safety and electrical systems of the Building and any third-party warranties.

Permits. In order Remainco shall cooperate with Spinco and Remainco shall use reasonable best efforts to expedite finalize or effectuate the permitting process, prior Transfer of any Permits to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction a member of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges Spinco Group that Landlord does is designated as a Spinco Asset and that is not waive the right already Transferred to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases a member of the permitting process Spinco Group as of the Distribution Date. Spinco shall cooperate with Remainco and shall supply Landlorduse reasonable best efforts to finalize or effectuate the Transfer of any Permits to a member of the Remainco Group that is designated as an Remainco Retained Asset and that is not already Transferred to a member of the Remainco Group as of the Distribution Date. If any Permit cannot be Transferred, then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and implement arrangements to give to a member of the Spinco Group or a member of the Remainco Group, as soon applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as possibleapplicable, with all plan check numbers and dates as presently conducted under the terms of submittal and obtain the Permits on or before the date any such Permit. Except as otherwise set forth in the Construction Schedule. Notwithstanding anything Merger Agreement (the provisions of which shall control with respect to the contrary set forth Parties’ agreements regarding and the obtainment of Governmental Approvals and Consents required to consummate the Contemplated Transactions), Remainco and Spinco shall cooperate and use their respective reasonable best efforts to seek and obtain, in accordance with applicable Law, any necessary Governmental Approvals and Consents for the Transfer of all Permits contemplated to be Transferred pursuant to this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Article I to the extent permitted by applicable Law. No member of the Remainco Group and no member of the Spinco Group shall be responsible for obtaining required to compensate any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); furtherThird Party, Landlord shall, commence or participate in any eventlitigation, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary or offer or grant any accommodation (financial or otherwise) to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.any

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Laws applicable to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings and by electing to submit (the Final Working Drawings for permit prior to Landlord's approval“Permits”); provided, that Tenant is assuming not required to obtain Permits that would be duplicative of permits obtained by Landlord for the risk that Landlord may require changes in such drawings after the same have been submitted for permitsLandlord’s Work. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby T▇▇▇▇▇ agrees that neither Landlord nor Landlord's L▇▇▇▇▇▇▇’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the prior written consent of extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 6 below, which approval shall not be unreasonably withheld, provided that if conditioned or delayed. If Landlord disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" statement of Landlord's Work ’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that term is defined in Article 8 Tenant, at Tenant’s expense (subject to application of the LeaseConstruction Allowance, to the extent available), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Work, including, but not limited to, any “path of travel” or other work outside the Premises; provided, however, that Landlord may proceed elect upon written notice to establish a Tenant Delay pursuant T▇▇▇▇▇, to Section 4 hereofperform any such work in the common area or elsewhere outside the Premises, at Tenant’s expense.

Permits. In Guarantor or Seller has all material permits, licenses, authorizations, consents, orders, approvals, easements and rights of way (collectively, the "Permits and Approvals") required by every federal, state and local government, authority, agency or regulatory body (collectively, "Governmental Authority") or private party mandated or necessary in order to expedite permit Guarantor, Seller or the permitting processCondominium Boards (or either of them) to carry on its business as presently conducted and as planned to be conducted at the Property and to insure unimpaired vehicular and pedestrian ingress to and egress from the Property, prior from and to Landlord's approval pursuant to Section 2.3 abovea public right of way, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction respectively. All of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings Permits and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same Approvals are set forth on Schedule 4 and: (a) have been submitted for permitsproperly issued and are fully paid for; (b) are in full force and effect and, to Guarantor's knowledge, no suspension, cancellation or amendment of any of them is threatened; and (c) will not be revoked, invalidated, violated or otherwise adversely affected by the transactions contemplated by the Relevant Documents. In Guarantor or Seller has provided Landlord with a true and complete copy of each Permit in a velobound binder initialed by Seller and Landlord or their respective counsel simultaneously herewith. (i) Certificates of Occupancy. Schedule 5 contains a true, correct and complete list of all of the certificate(s) of occupancy held by Guarantor or Seller in connection with the permitting processoccupancy and operation of the Property, Tenant shall coordinate with copies of which have been delivered to Landlord in order a velobound binder and initialed by Seller and Landlord or their respective counsel simultaneously herewith. The current temporary certificate of occupancy ("TCO") has been properly issued and all fees payable in connection therewith have been paid in full. Except for the applications that will be filed to allow Landlordobtain the permanent certificate of occupancy, at its optionno applications are pending to amend the TCO, and there are no pending or, to take part in all phases the best of Guarantor's knowledge, threatened proceedings to cancel or revoke the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofTCO.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, “Approved Working Drawings”) prior to Landlord's approval pursuant the commencement of the construction of the Tenant Improvements. Landlord shall cause the Architect to Section 2.3 above, Tenant may submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”); provided, Tenant acknowledges however, that Landlord does not waive to the right extent that the Architect shall be unable to approve obtain or is delayed in obtaining Permits due to the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases design of the permitting process and shall supply Landlord, Tenant Improvements as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleDrawings (a “Tenant Caused Permit Failure”), such delay shall be considered a Tenant Delay subject to the terms set forth in Section 5.2 of this Tenant Work Letter. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its reasonable discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of the Lease, Landlord may proceed to establish a this Tenant Delay pursuant to Section 4 hereofWork Letter.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, "Approved Working Drawings") prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor "Contractor," as that term is defined in Section 4.1 of this Tenant Work Letter, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing"Permits"), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleSchedule 2. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in ("Tenant Change")in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord. Landlord shall within three (3) business days after receipt of request therefor, which shall not be unreasonably withheldeither (i) approve the Tenant Change, provided that if a proposed change would directly or indirectly delay (ii) disapprove the "SUBSTANTIAL COMPLETION" of Tenant Change and deliver notice to Tenant specifying in detail the reasons for Landlord's Work as disapproval; provided, however, that term is defined in Article 8 Landlord may only disapprove of the Lease, Landlord may proceed to establish a change if the Tenant Delay pursuant to Section 4 hereofChange would result in (i) an adverse effect upon the structural integrity EXHIBIT B -4- 67 of the Building; (ii) non-compliance with any applicable law or regulation; (iii) an adverse effect on the systems and equipment of the Building; or (iv) an adverse effect on the exterior appearance of the Building. .

Permits. Section 3.11 of the Disclosure Schedules lists all of Seller’s permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained from governmental authorities (the "Governmental Permits"). The Governmental Permits are valid and in full force and effect and all fees and charges with respect to such Governmental Permits as of the date hereof have been paid in full, except for such failure of timely payments that would not have a Material Adverse Effect on the operations of the Purchased Assets. With respect to the winery licenses and permits, the Seller represents that it currently holds a valid winery license, a TTB winery permit, and other State licenses in those states listed in Section 3.11 of the Disclosure Schedule. In order addition, to expedite Seller’s Knowledge, since the permitting processdate its OLCC Winery license was last reissued, prior Seller has made no alterations to Landlord's the premises of its operations that would impair the validity of its OLCC Winery license and Seller is materially compliant with all the United States Federal and State rules and regulations regarding all of its winery licenses and permits. To Seller’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Governmental Permit. Buyer acknowledges that most, if not all, of its Governmental Permits cannot be assigned or transferred without the approval or consent of applicable governmental authorities (the “Nontransferable Permits”). Seller will, to the extent legally allowed, facilitate at Buyer’s expense Buyer’s ability to take actions that Seller would be entitled to take and derive the benefit therefrom, pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to terms of any Nontransferable Permit until the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction earlier of the Tenant Improvements. Notwithstanding date the foregoing, Tenant acknowledges that Landlord does not waive the right Nontransferable Permit has been legally transferred to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at Buyer or Buyer has obtained its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building own permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofactivity.

Permits. In order to expedite the permitting process, prior to Landlord's Following approval pursuant to Section 2.3 above, Tenant may submit of the Final Working Drawings Drawings, Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to the appropriate municipal authorities for satisfy all Permits necessary to allow Landlord's contractor to commence and fully complete Laws applicable to, the construction of the Tenant ImprovementsImprovements in accordance with the Approved Working Drawings (the “Permits”). Notwithstanding the foregoingTenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits concurrently with any such filing, but in no event shall Tenant acknowledges that Landlord does not waive the right to approve file any such documents or applications until the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsapproved. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense, and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 5 below. If Landlord disapproves of such amendments or revisions, Landlord shall return the prior written consent same to Tenant with a statement of Landlord’s reasons for disapproval, which or specifying any required corrections. This procedure shall not be unreasonably withheldrepeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofso amended.

Permits. In order to expedite (i) To the permitting processKnowledge of Seller, prior to Landlord's approval pursuant to Section 2.3 abovethe Lexington Property is entitled with, Tenant may submit and has issued for the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction benefit of use of the Tenant ImprovementsLexington Property, all permits, occupancy certificates, and licenses that are necessary under any requirement of Applicable Law to operate the Lexington Property and for the Lexington Company to conduct its business as presently operated and conducted thereon (collectively, the “Lexington Permits”). Notwithstanding To the foregoingKnowledge of Sellers the Lexington Permits are in full force and effect and no outstanding default thereunder exists or. (ii) To the Knowledge of Seller, Tenant acknowledges that Landlord does not waive the right to approve Gainesville University Property is entitled with, and has issued for the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases benefit of use of the permitting process Gainesville University Property, all permits, occupancy certificates, and shall supply Landlord, as soon as possible, with all plan check numbers licenses that are necessary under any requirement of Applicable Law to operate the Gainesville University Property and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements Gainesville University Company to conduct its business as presently operated and that conducted thereon (collectively, the obtaining “Gainesville University Permits”). To the Knowledge of Seller, the Gainesville University Permits are in full force and effect and no outstanding default thereunder exists. (iii) To the Knowledge of Seller, the Gainesville 13th and 3rd Property is entitled with, and has issued for the benefit of use of the same shall be Tenant's responsibility Gainesville 13th and 3rd Property, all permits, occupancy certificates, and licenses that are necessary under any requirement of Applicable Law to operate the Gainesville 13th and 3rd Property and for the Gainesville 13th and 3rd Company to conduct its business as presently operated and conducted thereon (provided that Contractor shall submit its license number with collectively, the plans “Gainesville 13th and shall also submit proof 3rd Permits”). To the Knowledge of liability insurance if required by Seller, the City Gainesville 13th and 3rd Permits are in full force and effect and no outstanding default thereunder exists. (iv) To the Knowledge of Livermore); furtherSeller, Landlord shallthe Morgantown Property is entitled with, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in has issued for the Approved Tenant Improvement Plans may be made without the prior written consent benefit of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 use of the LeaseMorgantown Property, Landlord may proceed all permits, occupancy certificates, and licenses that are necessary under any requirement of Applicable Law to establish a Tenant Delay pursuant operate the Morgantown Property and for the Morgantown Company to Section 4 hereofconduct its business as presently operated and conducted thereon (collectively, the “Morgantown Permits”). To the Knowledge of Seller, the Morgantown Permits are in full force and effect and no outstanding default thereunder exists.

Permits. In order to expedite the permitting process, prior to Following Landlord's ’s approval pursuant to Section 2.3 above, Tenant may submit of the Final Working Drawings Drawings, Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to the appropriate municipal authorities for satisfy all Permits necessary to allow Landlord's contractor to commence and fully complete Governmental Requirements applicable to, the construction of the Tenant ImprovementsImprovements in accordance with the Approved Working Drawings (the “Permits”). Notwithstanding the foregoingTenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits concurrently with any such filing, but in no event shall Tenant acknowledges that Landlord does not waive the right to approve file any such documents or applications until the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsapproved by Landlord. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s architect, at Tenant’s expense (provided that to the prior written consent extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 5 below. If Landlord disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, which or specifying any required corrections. This procedure shall not be unreasonably withheldrepeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofso amended.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, "Approved Working Drawings") prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor "Contractor," as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing"Permits") and, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleSchedule 1. . Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working EXHIBIT B-4- HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETIONSubstantial Completion" of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of the Lease, Landlord may proceed to establish a this Tenant Delay pursuant to Section 4 hereofWork Letter.

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Laws applicable to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings and by electing to submit (the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits“Permits”). In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby ▇▇▇▇▇▇ agrees that neither Landlord nor Landlord's ▇▇▇▇▇▇▇▇’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Working Drawings that may be necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by ▇▇▇▇▇▇’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 5 below. If Landlord disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. ▇▇▇▇▇▇ acknowledges and agrees that Tenant, at ▇▇▇▇▇▇’s expense (subject to application of the Allowance, to the extent available), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Plans may be made without Work, to the prior written consent extent such work is required as a result of Landlorda Tenant Code Compliance Obligation. Any other work required to bring the Premises, which Building, or Project into compliance with law applicable at the date of Zoning Approval shall not be unreasonably withheld, provided that if constitute a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 part of the LeaseLandlord Work and shall be reimbursed to Tenant in accordance with Section 1.5 above; however, no such work shall be completed by Tenant on behalf of Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofwithout Landlord written approval.

Permits. In order to expedite the permitting process(a) Except as provided in Section 6.6(b), prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Lessee shall be responsible for obtaining and maintaining in full force and effect any building permit Permits necessary for its use of, activities at, or the Tenant Improvements and that the obtaining conduct of the same shall be Tenant's responsibility (provided that Contractor shall submit Lessee Business at, the Leased Premises, and otherwise in connection with Lessee’s use and occupation of the Leased Premises or its license number with the plans leasehold interest in this Land Lease. On default of Lessee in obtaining and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain preserving any such permits. No changesnecessary Permits in a timely manner, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of LandlordLessor may, which but shall not be unreasonably withheldrequired to, obtain and maintain such Permits on Lessee’s behalf, and the documented out-of-pocket costs, fees, expenses and changes thereof shall constitute Additional Rent. (b) Each of Lessor and Lessee acknowledge that certain Permits for Lessor’s current facilities and operations at the Property (including without limitation, the Site Petroleum Storage License and the Site SPEDES Permit) are Permits that apply to operations at the entire Property or to operations on the Leased Premises and certain other portions of the Property. If and to the extent that such Permits are not divided between Lessor and Lessee, Lessor will continue to hold and maintain, and allow Lessee to reasonably participate in any future renewals or modifications of, such Permits (“Shared Permits”), and Lessee may conduct its uses, operations and activities on the Leased Premises under the authority of such Shared Permits, subject to the following terms and conditions: (i) Responsibility for the operation and maintenance of related facilities, sampling, monitoring, reporting and other actions required under such Shared Permits shall be allocated as between Lessor and Lessee in the manner set forth on Exhibit 6.6(b)(i) hereto, and Lessee shall pay Lessor for the actual and reasonable costs of providing such services to be provided by Lessor. (ii) Lessee shall be solely responsible for compliance with the emission or effluent limitations or other requirements set forth in the Shared Permits or under other Environmental Laws applicable to both Lessee’s predecessor in interest’s uses, activities and operations, and Lessee’s uses, activities and operations, at the Leased Premises, including in respect of all applicable Pre-Existing Environmental Conditions. Lessee shall indemnify, defend and hold harmless the Lessor Indemnified Parties from and against all Losses arising from any violation of the Shared Permits or of any other Environmental Laws arising from or related to Lessee’s uses, activities and operations at the Leased Premises or on any other portion of the Property (including the Common Areas and licensed access areas). (iii) Lessor shall be solely responsible for compliance with the emission or effluent limitations or other requirements set forth in the Shared Permits or under other Environmental Laws applicable to both Lessor’s predecessor in interest’s uses, activities and operations, and Lessor’s uses, activities and operations, at the Leased Premises or any other portion of the Property, including in respect of all applicable Pre-Existing Environmental Conditions. Lessor shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against all Losses arising from any violation of the Shared Permits or of any other Environmental Laws arising from or related to Lessor’s uses, activities and operations at the Leased Premises or on any other portion of the Property (including the Common Areas and licensed access areas) (iv) Neither Party shall operate their respective Business nor conduct or permit operations or activities on their respective properties that would be reasonably likely to jeopardize or impair any air exclusive zone or any other Permits of the other Party. Without limiting the foregoing, Lessor shall control all public access to the Leased Premises within the air exclusion zone as detailed on Exhibit 6.6(b)(iv) for purposes of maintaining the air exclusion zone in the Leased Premises thereafter.] (c) Each of Lessor and Lessee acknowledge that certain Permits for the operations at the Leased Premises currently held by Lessor may need to be transferred or reissued to Lessee with the approval of the issuing Governmental Entities, but that such Government Entities may not approve transfer or reissuance of such Permits until after the Effective Date (if at all). Unless and until the issuing Governmental Entity transfers or reissues to Lessee any such Permit, Lessor agrees to continue to maintain such Permits to the maximum extent permissible under Applicable Laws and Other Requirements or otherwise allowed by the applicable Governmental Entity; provided that if a proposed change would directly Lessee shall (A) promptly satisfy the corresponding obligations and liabilities for enjoyment of such Permit by Lessee after the Effective Date; (B) promptly pay all reasonable out-of-pocket costs and expenses incurred by Lessor or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined Lessor’s Affiliates in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.providing such arrangements and taking such actions; and

Permits. In order Lessor to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for obtain all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes licenses or permits in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant Tower and Building except that Lessee shall coordinate with Landlord in order to allow Landlordobtain, at its optionown expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's 63 activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor, with copies of same, and shall abide by the terms and provisions of such licenses and permits. If for any reason, any governmental authority should fail to take part in all phases issue, extend, or renew a license or permit to Lessee to begin or continue use of the permitting process Tower for radio broadcast purposes, or should prohibit the use of the Tower for such purposes so that the purpose of this Lease is substantially frustrated, then, and in that event, at Lessee's option this Lease shall supply Landlordterminate. At Lessee's option this Lease shall terminate in its entirety if Lessee is unable to use the Tower due to failure to acquire, as soon as possibleor loss of, with all plan check numbers and dates such license or permit. In the event of submittal and obtain termination of this Lease in its entirety due to such failure to acquire, or loss of, such license or permit, if such failure or loss has occurred through no negligence or willful misconduct on the Permits on or before part of Lessee, then Lessee shall be relieved of any further obligations to make rental payments for any period after the date set forth of termination of this Lease, and (subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination) Lessee shall be entitled to a refund of any advance rentals which it has paid out in the Construction Schedule. Notwithstanding anything proportion to the contrary set forth in this Section 2.4period of the Lease through such date of termination. In the event that Lessee's failure to acquire, Tenant hereby agrees that neither Landlord nor Landlord's consultants or loss of, its license or permit is due to any negligence or willful misconduct on the part of Lessee, then Lessee shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining entitled to no refund of the same rental payments previously made, but shall be Tenant's responsibility relieved of any further obligations to make Lease payments or to perform any of its other rental obligations for any period after six (provided that Contractor shall submit its license number with 6) months from the plans and shall also submit proof date of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereoftermination.

Permits. In order A. Prior to expedite the permitting processcommencement of any Tenant Change, Tenant shall, at its sole cost and expense, obtain and furnish to Landlord all required licenses and permits and shall obtain, execute, and furnish to Landlord, copies of all applicable data sheets, filings and other similar documentation required by Legal Requirements and/or Insurance Requirements or the Construction Rules and Regulations (collectively, “Permits”). Tenant’s Architect shall prepare any applications and plans required to obtain the Permits but any filings therefor shall be done by Landlord’s Consultant in accordance with the terms hereof; it being agreed that, subject to the terms and conditions of Section 2.05 hereof, any failure of Landlord’s Consultant to promptly file any such Permits after the applications and plans and other documentation required to be prepared by Tenant have been finalized, approved and, if applicable, executed shall constitute a Landlord Delay. All such applications and plans shall be subject to Landlord’s reasonable approval prior to Landlord's approval pursuant the submission thereof to Section 2.3 above, Tenant may submit the any Governmental Authority. Copies of all Permits (if any) and one set of Final Working Drawings (to the appropriate municipal authorities extent the same exist) shall be kept at the Demised Premises at all times during the performance of each Tenant Change. Landlord shall reasonably cooperate with Tenant with respect to obtaining Permits (including any amendment to the Building certificate of occupancy and obtaining public assembly permits as permitted hereunder), including executing (in accordance with the provisions of this Section 13.04A) and filing all documentation necessary or required in connection therewith, and Tenant shall reimburse Landlord for all Permits necessary the reasonable out-of-pocket fees and expenses incurred by Landlord (including those of Landlord’s Consultant) in connection therewith as Additional Rent within thirty (30) days after demand. Landlord’s execution of Permit applications shall not constitute Landlord’s representation that the same comply with Legal Requirements and/or Insurance Requirements or are suitable for the work intended nor shall it be deemed to allow Landlord's contractor to commence and fully complete the construction be a waiver by Landlord of the compliance by Tenant Improvementsof any provision of this Lease, and Landlord shall not have liability to Tenant therefor. Notwithstanding the foregoing, in no event shall Tenant acknowledges that be permitted to commence any Material Tenant Change until Landlord does not waive the right has approved or is deemed to approve any required plans therefor pursuant to the Final Working Drawings provisions of this Article 13. B. Promptly after completion of any Tenant Change, Tenant, at its sole cost and by electing expense, shall diligently obtain and furnish to submit Landlord all final governmental approvals, licenses, “sign-offs” and certificates with respect thereto. To the Final Working Drawings for permit prior to Landlord's approvalextent any Tenant Change affects any life-safety system, Tenant is assuming building management system, and/or security or access control system of the risk that Landlord may require changes in such drawings after Building and without limiting the same have been submitted for permits. In connection with the permitting processforegoing, Tenant shall coordinate with Landlord in order to allow use Landlord’s Consultant, at its optionTenant’s sole cost and expense, to take part in obtain and furnish to Landlord all phases final governmental approvals, licenses, “sign-offs” and certificates with respect thereto prior to taking occupancy of the permitting process and shall supply Landlordportion of the Demised Premises affected thereby, as soon as possible, with all plan check numbers and dates provided the charges of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything such consultants are at commercially competitive rates charged to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants owners of Comparable Buildings . C. Tenant’s Architect shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with permitted to self-certify the plans and shall also submit proof specifications in respect of liability insurance if required by the City of LivermoreAlterations (including Tenant’s Work); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly (a) Tenant’s Plans for such Alterations have been approved or indirectly delay deemed approved by Landlord in accordance with this Article 13 to the "SUBSTANTIAL COMPLETION" of extent approval is required therefor under this Article 13 and (b) Tenant shall use Landlord's Work ’s designated expediter as that term is defined Tenant’s expediter with respect to any Alt-1 Application required to be filed in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofconnection with any such Alterations.

Permits. In order A. The Company possesses all approvals, authorizations, certificates, consents, franchises, licenses and permits of Governmental Authorities necessary for the lawful conduct of the Business (collectively, the “Permits”). Such Permits are in full force and effect in all material respects, the Company is in compliance with the terms thereof, except for such failures to expedite comply which are not reasonably likely, individually or in the permitting processaggregate, prior to Landlord's approval pursuant to Section 2.3 abovehave a material adverse effect on the Business, Tenant may submit the Final Working Drawings and to the appropriate municipal authorities Knowledge of Stockholders, no basis exists for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction any limitation, revocation or withdrawal of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same any Permit. B. The Company also possesses (or there have been submitted for granted by the applicable Governmental Authorities) with respect to the Fee Property the subdivision, development, construction and sale permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlordand other authorizations, at its optionapprovals, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date entitlements set forth in Section 4.24A of the Construction Schedule. Notwithstanding anything Stockholders’ Disclosure Schedule (collectively “Land Use Entitlements”) for those projects that are identified as “Fully Entitled” in said Section 4.24A. The Company also possesses (or there have been granted by the applicable Governmental Authorities) with respect to the contrary Fee Property partial Land Use Entitlements as set forth in this Section 2.44.24B of the Stockholders’ Disclosure Schedule for those projects that are identified as not being Fully Entitled in said Section 4.24B, Tenant hereby agrees and where no Land Use Entitlements have been received, the Unentitled Properties are listed on Section 4.24C. Except as set forth on Section 4.24 of the Stockholders’ Disclosure Schedule, with respect to the Fee Property identified as Fully Entitled, (i) no approvals are required as of the Closing from any Governmental Authority to complete the development and, subject to the issuance of building permits, conduct of inspections and issuance of certificates of occupancy in the course of business, construction of homes and the sale thereof and (ii) there are in full force and effect validly issued building permits for each home currently under construction or completed on the Fee Property. No decision-making body has denied or withheld any Land Use Entitlements except for such denials as are not reasonably likely, individually or in the aggregate, to have a material adverse effect on the Business. To the Knowledge of the Stockholders, there are no matters applicable to the Company’s other proposed development projects listed on Section 4.24(D) (including Related Party Projects and Contract Property) that neither Landlord nor Landlord's consultants shall would preclude their future development for residential purposes as projected in the Company’s current performance projections provided to Buyer. However, the Company is still performing due diligence on the Contract Property, including obtaining the entitlements and negotiating the agreements with governmental authorities which are listed on Section 4.24C have not yet been completed, so no assurance can be responsible for obtaining any building permit given that such development will ultimately be permitted or will occur. The Company is in the continuing process of working toward such ability to develop said projects which are listed on Schedule 4.24(D) attached hereto. C. All required surface water management permits for the Tenant Improvements and that the obtaining portions of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required Fee Property being developed by the City of LivermoreCompany (as opposed to acquiring fully developed platted lots have been issued by the applicable water management district and any other applicable governing body except as set forth on Schedule 4.24(E); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to expedite the permitting processbe performed in a good and workmanlike manner, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings using new materials and equipment at least equal in class to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete better of (i) the construction original installations of the Tenant ImprovementsBuilding, or (ii) the then standards for the Building established by Landlord. Notwithstanding Alterations shall be performed by contractors first approved by Landlord provided, however, that any Alterations in or to the foregoingmechanical, Tenant acknowledges that Landlord does not waive electrical, sanitary, heating, ventilating, air-conditioning or other systems of the right to approve Building shall be performed only by the Final Working Drawings and contractor(s) designated by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes . Alterations shall be performed in such drawings after manner as not to unreasonably interfere with or delay and as not to impose any additional expense upon Landlord in the same have been submitted for permits. In connection with maintenance, repair or operation of the permitting processBuilding; and if any such additional expense shall be incurred by Landlord as a result of Tenant's performance of any Alterations, Tenant shall coordinate with Landlord in order to allow Landlordpay such additional expense upon demand. Throughout the performance of Alterations, Tenant, at its optionexpense, shall carry, or cause to take part be carried, workmen's compensation insurance in all phases of the permitting process statutory limits and shall supply Landlord, as soon as possiblegeneral liability insurance, with all plan check numbers and dates of submittal and obtain completed operation endorsement, for any occurrence in or about the Permits on Building, under which Landlord shall be named an insured, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the date set forth commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations. If any Alterations shall involve the removal of any fixtures, equipment or other property in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4Demised Premises which are not Tenant's Property, Tenant hereby agrees that neither Landlord nor Landlord's consultants such fixtures, equipment or other property shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be promptly replaced at Tenant's responsibility (provided that Contractor expense with new fixtures, equipment or other property of like utility and at least equal value unless Landlord shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofotherwise expressly consent.

Permits. In order All permits required by any governmental agency, shall be obtained by the Developer unless the City is required by the agency to expedite obtain the permitting processpermit. Permits must be obtained prior to commencing with construction. Prior to any street opening, clear and grade, or other work requiring a regulatory permit, the Developer or Developer’s contractor shall obtain approval of the appropriate permit from the City. If the Developer observes that the Agreement or any part thereof is inconsistent and/or at variance with such permit, he/she shall promptly notify the City in writing and any necessary changes shall be made by the Developer and submitted for review and approval. Surety Instrument Prior to construction, the Developer shall furnish to Public Works a Surety Instrument (Construction/Restoration Bond, Security Agreement, Irrevocable letter of Credit or Assignment of Savings) in a form acceptable to the City, and in an amount equal to the approved Bond Quantity Worksheet to complete all work within the public right-of-way, connection to the water, sanitary sewer and/or storm drainage systems and restoration of public right-of-way and easements. Upon acceptance of the extension by Public Works, the Developer shall furnish a Maintenance Surety Instrument (Maintenance Bond, Security Agreement, or Assignment of Savings) in an amount equal to the approved Bond Quantity Worksheet for the portion of the water, sanitary sewer and/or storm drainage extensions accepted and owned by Public Works. Said Maintenance Surety Instrument shall guarantee correction of defects in the extension for a minimum period of two (2) years following acceptance of the utility extensions by Public Works and may be released only upon written notification by the City. The Developer may record a final plat or short plat prior to completion of the utility extensions only if said Developer has furnished a Surety Instrument (Performance Bond, Security Agreement, Irrevocable letter of Credit or Assignment of Savings) approved by the City in an amount equal to the approved Bond Quantity Worksheet to complete the entire utility extensions, both on-site, and in public right-of-way. Procedure for Acceptance Compliance with and completion of all the terms and conditions of this Agreement, the Plans and Specifications prepared hereunder, other City requirements, and payment of any additional fees for Design Review and Construction Inspection Services shall be conditions precedent to Public Works obligation to accept the utility extensions and to Public Works agreement to maintain and operate the public portion of the utility extensions. Building occupancy or final plat approval will be withheld until project acceptance or appropriate surety instrument is provided, as noted above. Public Works will not allow any connection to the utilities systems by any portion of the real property described in this Agreement if there are any fees or costs unpaid to the City under this Agreement, or if there are fees arising under other City requirements which are unpaid. The City shall not be obligated to provide utilities service to the property described in this Agreement if the construction by third parties of facilities to be deeded to Public Works has not been completed and accepted by Public Works, if such third-party facilities are necessary to provide utility service to the property described in this Agreement. Public Works will accept the utility extensions at such time that all work which may, in any way, affect the utility extensions has been completed, any damage to said utility extensions which may exist has been repaired, and Public Works has made final inspection and given its approval to the utility extensions as having been completed in accordance with this Agreement, the Plans and Specifications, and other requirements of the City. Such acceptance by Public Works shall not relieve the Developer of the obligation to correct defects in the labor and/or materials as herein provided and /or the obligations set forth in applicable paragraphs hereof. After acceptance of the utility extensions and the transferring of title to said utility extensions as set forth herein the Developer shall furnish a maintenance bond which shall remain in full force for a minimum period of two (2) years. The maintenance bond shall be in a form acceptable to the City and shall require the Developer and/or the surety company to correct any and all defects which arise in said utility extensions for a minimum period of two (2) years from the date of acceptance or release of a Performance Bond by Public Works. Acceptance of the utility extensions shall be made in writing by Public Works. Prior to such acceptance, executed Bill of Sale documents, in a form complying with PWDDS and the warranties required by this Agreement, shall be executed by the Developer and any additional owners and delivered to Public Works for the publicly owned portion of the utility extensions. Acceptance by Public Works shall cause the public portion of the utility extensions to be subject to the control, use, and operation of Public Works and all regulations and conditions of service and service charges as Public Works determines to be reasonable and proper. Phased Construction The utility extensions may be constructed and accepted in phases as specifically designated on the Plans and Specifications when all requirements have been met. There will be no conditional acceptance or acceptance for use and operation. The accepted portion of the utility extensions must be capable of functioning independently. Time Limitation of Application Applications for which no approval is issued within one year following the date of application shall expire by limitation. Plans and other data submitted for review may thereafter be returned to the applicant or destroyed. The Public Works Director may, prior to Landlord's expiration, extend the time for action by the applicant for a period not exceeding 180 days. An Administrative fee may apply. Applications may be cancelled for inactivity if the applicant fails to respond to Public Works’ written request for revision, actions or additional information within 90 days or the date of request. The Public Works Director may extend the response period beyond 90 days if, within the original 90-day timeframe, the applicant provides and subsequently adheres to an approved written schedule with specific target dates for submitting the full revision, actions or other information needed by Public Works. Time Limitation of Issued Approval The Developer shall work diligently to complete all construction within two years of the date of Issuance of Approval of this agreement or one year of the date of approval pursuant of Construction Drawing Approval, whichever occurs first. The Public Works Director, at their sole discretion, may issue one extension, up to Section 2.3 aboveone-year in duration, Tenant may submit the Final Working Drawings to this Agreement, upon receipt of notice to the appropriate municipal authorities for all Permits necessary Public Works Department, prior to allow Landlord's contractor the expiration of original period. Failure of the Developer to commence and fully work diligently to complete the construction utility extensions shall be grounds to deny an extension. The Developer must then apply for a new extension agreement and be subject to all new codes, engineering standards and requirements. An Administrative fee may apply. It is incumbent upon the Developer to complete all the work in a timely manner. Materials and Equipment Materials and required equipment shall be new and shall be as specified in the Agreement, approved Plans and Specifications, PWDDS, or if not specified, of a quality approved by Public Works. All materials and equipment furnished are warranted by the Developer as new and in accordance with the Agreement and the approved Plans and Specifications, and suitable for the intended purpose. In addition, the Developer shall furnish Public Works with copies of the Tenant Improvementssupplier’s warranty and shall adopt the same as the warranty of the Developer and shall also be liable thereon to the City. Notwithstanding Warranties of the foregoingDeveloper The Bill of Sale to be provided by the Developer to the City shall contain the following warranties with the City as the beneficiary: Developer is the owner of the property, Tenant acknowledges that Landlord the same is free and clear of all encumbrances and developer has good right and authority to transfer title thereto to the City and will defend the title of the City against claims of all third parties claiming to own the same or claiming any interest therein or encumbrance thereon; and The sanitary sewer extension is in proper working condition, order, repair, and is adequate and fit for the intended purpose of use as a sewer system and as an integral part of the sewer system of the Utility. The storm drainage extension is in proper working condition, order, repair, and is adequate and fit for the intended purpose of use as a storm drainage system. The water system extension is in proper working condition, order, repair, and is adequate and fit for the intended purpose of use as a water system and as an integral part of the water supply and distribution system of the Utility. For a period of two (2) years from the date of final acceptance of the utility extensions; the utility extensions, and all parts thereof, shall remain in proper working condition, order, and repair; and the Developer shall repair or replace, at its expense, any work or material which may prove to be defective during the period of the warranty. In addition, the Developer shall obtain warranties and guarantees from its subcontractors and suppliers where such warranties or guarantees are specifically required in this Agreement. When correction of defects occurring within the warranty period are made, the Developer shall further warrant corrected work for a minimum of one (1) year after the acceptance of the corrected work by the City. Correction of Defects During the Warranty Period When defects in the utility extensions are discovered within the warranty period, the Developer shall start work to remedy any such defects within seven (7) days of written notice by Public Works and shall complete such work within a reasonable time. In emergencies where damage may result from delay and/or where loss of service may result, the corrections may be made by Public Works upon discovery, in which case the cost thereof shall be borne by the Developer. In the event the Developer does not waive commence and/or accomplish the right to approve corrections within the Final Working Drawings and time specified, the work may be accomplished by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow LandlordCity, at its option, to take part in all phases and the cost thereof shall be borne by the Developer, by direct billing or attachment of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleMaintenance bond. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants The Developer shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required expenses incurred by the City resulting from defects in the Developer’s work, including actual damages, costs of Livermore); furthermaterials, Landlord shalland labor expended by the City in making repairs, and the cost of engineering, inspecting, supervision by the City, and all overhead. Traffic Control The Developer shall furnish all necessary flagging, barricades, traffic signs and other devices to control traffic during construction operations. All traffic signs barricades, and devices shall conform to Standard Specifications and the State of Washington “Manual on Uniform Traffic Control for Streets and Highways.” The Developer shall be responsible for directing and controlling traffic including all approved temporary re-routing at all times during construction activity. The Developer shall prepare a signing plan showing the necessary construction signing, barricades and detours required for the project and submit it to Public Works for review and approval at least two weeks in advance of commencement of work. While work is in progress, posting of warning signs shall be provided as required for re-routing and regulating traffic. The Developer, at their expense, shall be required to maintain sufficient warning signs and adequate barricades at all open excavation to protect moving vehicles and pedestrians. This shall include not only open excavation, but also recently filled and/or paved areas which have not yet been fully compacted and rolled to return the surface to a state required to withstand normal use. All necessary flaggers, barricades, and detour signs must be furnished by the Developer both during working hours and also when the work is suspended during the construction period. The Developer shall provide such additional barricades and protective devices as will be required to reasonably protect workmen and others, as well as animals, from injury resulting from excavation and other site work during the construction period. No road detours shall be made by the Developer without specific permission of the City as to the location, date and the duration of the detours. All requests for detours must be made in writing at least 24 hours in advance of the proposed date of detour and shall be accompanied by an approved detour plan. Access shall be provided to crossroads and driveways on the same calendar day as excavation was started. All work shall be carried on with due regard for the safety and convenience of the public. Street Cleaning, Dust, Mud, Erosion and Siltation Control The Developer shall be responsible for controlling dust and mud within the project limits, and all streets used by the Developer during the execution of this contract shall be maintained in a clean condition. The Developer shall be prepared to use watering trucks equipped with high-velocity water jets and low-head sprinkling devices, power sweepers, and any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably pieces of equipment necessary to enable Tenant to obtain any such permitsrender the streets free of all mud, debris, and foreign materials. No changes, modifications Any damage caused by dust and/or mud accumulation on the streets or alterations in the Approved Tenant Improvement Plans storm system shall be the sole responsibility of the Developer. Cut slopes or embankment areas shall be restored per the approved plans and specifications shown thereon. The Developer shall provide adequate best management practices (BMPs) as required to control erosion and siltation. Watering trucks may be made without the prior written consent of Landlord, which used on paved streets with an adequate storm drainage system. Watering trucks shall not be unreasonably withheldused on streets where, provided that if a proposed change would directly or indirectly delay in the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 opinion of the LeaseEngineer, Landlord may proceed mud is created, causing a nuisance. Where water flushing is not allowed, street sweepers (not power brooms) shall be used. The Developer shall provide for sweeping or flushing all surfaced roadways upon completion of each day's activities. Equipment required for this operation shall be on the job site or available at all times. Failure to establish have this equipment on the job site or available will necessitate a Tenant Delay pursuant Stop Work Order for the project. Rates and Charges The Developer described in this Agreement shall be subject to Section 4 hereofall rates and charges established by the City. Interest on connection charges shall be added as provided for in RCW 35.92.025.

Permits. In order Buyer shall use commercially reasonable efforts to expedite obtain any Permits, including without limitation a Region IV license issued by the permitting processUnited States Nuclear Regulatory Commission (“NRC”) (the “NRC Permit”), prior necessary to Landlord's approval pursuant to Section 2.3 aboveoperate Buyer’s business in the West Expansion at Buyer’s cost and expense. Without limitation of the foregoing, Tenant may submit the Final Working Drawings until such date that Buyer obtains its own NRC Permit with respect to the appropriate municipal authorities West Expansion (or such date that Buyer otherwise adds the West Expansion to one of Buyer’s current Permits), Seller shall continue to hold and maintain in good standing Seller’s NRC Permit related to the West Expansion and during such time shall retain all responsibility to comply with all NRC requirements relating to such NRC Permit, in each case at Seller’s cost and expense. Buyer and Seller agree and acknowledge that Buyer shall be permitted to operate Buyer’s business at the West Expansion under Seller’s NRC Permit until such time that Buyer either obtains its own NRC Permit with respect to the West Expansion or adds the West Expansion to one of Buyer’s current Permits; but in no event later than the date that is eighteen (18) months from the Closing Date, which date will be extended by Seller if the NRC Permit has not been obtained but Buyer can demonstrate to Seller’s satisfaction that it is using its best efforts to obtain the same. During this time, Buyer agrees to operate in the West Expansion in accordance with all quality, safety, radiation safety, and compliance procedures established by Seller. Seller shall assist and cooperate with Buyer with respect to any reasonable requests (and at Buyer’s expense) made by Buyer for all assistance in obtaining any Permits necessary to allow Landlord's contractor to commence and fully complete conduct Buyer’s business at the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofWest Expansion.

Permits. In Buyer shall (i) use commercially reasonable efforts to obtain such Permits as are reasonably required in connection with the operation of the Restaurants (including by giving, or causing to be given, any notices to, making any filings with, and using commercially reasonable efforts to obtain any Consents of Governmental Authorities as are reasonably necessary and appropriate to obtain such Permits) and shall diligently pursue such applications and filings to obtain such Permits and (ii) notify Sellers of any assistance it may require from Sellers and Sellers shall use commercially reasonable efforts to assist Buyer in obtaining any such Permits during the 90-day period following Closing; provided that Sellers shall continue to assist Buyer for up to 150 days if required in connection with the assignment or attainment of certain liquor Permits. Sellers shall reasonably cooperate with Buyer and use their commercially reasonable efforts to provide any documents and/or information necessary to assist Buyer in obtaining such Permits and to execute such Consents or other papers as may reasonably be required. To the extent permitted by applicable Law and if requested by Buyer, Sellers shall, consistent with applicable Law, execute a power of attorney authorizing Buyer to operate using such Sellers’ Permits from and after such Closing Date and to execute and file, at Buyer’s sole cost and expense, any documents or instruments (including fictitious name consents, which shall be withdrawn as soon as Buyer obtains its own Permits), required in order to expedite permit Buyer to lawfully operate the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction applicable portion of the Tenant Improvements. Notwithstanding Business then-owned by Buyer under such Sellers’ Permits from and after such Closing Date in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right and with respect to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvalLiquor Licenses, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processconsent of any Governmental Authority required. With respect to Liquor Licenses, Tenant if requested by Buyer, Sellers shall coordinate negotiate in good faith such alcoholic beverage management agreements with Landlord respect to the Restaurants, in order form and substance reasonably acceptable to allow LandlordBuyer and Sellers, at its optionas may be reasonably necessary, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth assist Buyer in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall preparation of Buyer’s application for Liquor Licenses and such other documentation as may be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by a Governmental Authority, for Buyer to operate the City Restaurants under Sellers’ Permits pending Buyer’s receipt of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications new or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereoftransferred Permits.

Permits. In order (a) As of the Closing Date, there are no Permits under Legal Requirements, including Environmental Laws, applicable to expedite an Obligor or a Project, as each is currently designed that are or will become Required Permits other than (i) the permitting processPermits described in (A) Part I of Exhibit H-1 and (B) Part II of Exhibit H-1 where, in the case of the Permits required to be listed in Part II of Exhibit H-1, such Permits can be reasonably expected to be obtained on commercially reasonable terms and conditions when needed unless previously obtained and (ii) any Required Permits that are necessary solely for the performance of an Obligor’s obligations under the REC Documents. (b) As of the Closing Date, each Borrowing Date occurring prior to Landlord's approval pursuant the Term Conversion Date and the Term Conversion Date, (i) each Obligor, as applicable, has obtained all Required Permits necessary as of such date; (ii) except as otherwise disclosed in Exhibit H-1, each of the Required Permits is validly issued, final, in full force and effect and is not subject to Section 2.3 aboveany current appeal, Tenant may submit legal proceeding or any unsatisfied conditions that, in the Final Working Drawings case of any such unsatisfied conditions, could reasonably be expected to result in a material modification or revocation, and all applicable rehearing or appeal periods with respect thereto have expired; and (iii) each Obligor, as applicable, is in compliance in all respects with all Required Permits except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, each Borrowing Date occurring prior to the appropriate municipal authorities for all Permits necessary Term Conversion Date and the Term Conversion Date, each Permit listed on Part II of Exhibit H-1 can be reasonably expected to allow Landlord's contractor be obtained on commercially reasonable terms and conditions when needed unless previously obtained. (c) No Required Permit has been modified, amended or supplanted in a manner that could reasonably be expected to commence have a Material Adverse Effect and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoingno Obligor has entered into any material stipulations, Tenant acknowledges amendments or agreements with any Governmental Authority issuing any Required Permit(s) that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date are expressly set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermoresuch Permit(s); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order consideration of WTC agreeing to expedite stage the permitting processRace in and around Tempe, prior to Landlord's approval pursuant to Section 2.3 aboveTempe agrees as follows: (a) Tempe shall waive any and all Tempe required permit, Tenant may submit processing and park rental fees required in connection with the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoingRace, Tenant acknowledges that Landlord does except Tempe specifically will not waive any applicable transaction privilege, use or excise tax license(s) or fees. Tempe will assist WTC in obtaining Tempe required permits, licenses and/or approvals for the Race including, without limitation, the following: event permit; bleacher permit/approval; filming permit/approval; tent permit/approval; electricity permit/approval; parking permit/approval; advertising permit/approval; food and beverage permit/approval; vending permit/approval; merchandise sales permit/approval; and SETFC approval. (b) Provided such activities shall not result in additional costs to Tempe, WTC shall have the right to approve conduct one or more ancillary events (e.g., musical concert, radio broadcast, party) during the Final Working Drawings and by electing week of the Race, subject to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming reasonable approval of the risk that Landlord may require changes in such drawings after the same have been submitted for permitsSETFC. In connection with the permitting processforegoing, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, Tempe will provide WTC with all plan check numbers necessary Tempe controlled permits and/or approvals in connection with such ancillary events at no cost to WTC, except Tempe specifically will not waive any applicable transaction privilege, use or excise tax licenses or fees. (c) WTC shall have the exclusive vending and dates concession rights except for those vendors who are currently under contract with Tempe. Those Tempe vendors will retain their rights and responsibilities as described in their contracts with Tempe. None of submittal such vendors shall have the exclusive vending and/or concession rights during the Race. (d) WTC or its designees shall have the exclusive right to conduct product and obtain other sampling, other than beer sampling, unless the Permits on sampling conflicts with the rights of vendors under contract with Tempe in which case such product or before other sampling is prohibited (it being acknowledged and agreed by Tempe that none of such vendors has vending rights which prohibit such sampling). (e) Tempe hereby acknowledges that WTC shall hold the date set forth in the Construction Schedule. Notwithstanding anything exclusive right to the contrary set forth in this Section produce any full distance triathlon (2.4-mile swim, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining 112-mile cycle, and a 26.2-mile run) or similar length triathlon (“Full Distance”) and any building permit new1 long distance triathlon (1.2-mile swim, 56-mile cycle, and a 13.1-mile run) (“Long Distance”) within its municipal boundaries for the Tenant Improvements duration of this Agreement (see page 1). WTC and Tempe hereby further recognize and agree that Tempe has held and will continue to hold triathlons of lesser distances than those of a Full Distance or Long Distance triathlon for the obtaining duration of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofthis Agreement.

Permits. In order to expedite the permitting process, prior to Landlord's Following approval pursuant to Section 2.3 above, Tenant may submit of the Final Working Drawings Drawings, Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to the appropriate municipal authorities for satisfy all Permits necessary to allow Landlord's contractor to commence and fully complete Requirements applicable to, the construction of the Tenant ImprovementsImprovements in accordance with the Approved Working Drawings (the "Permits"). Notwithstanding the foregoingTenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits concurrently with any such filing, but in no event shall Tenant acknowledges that Landlord does not waive the right to approve file any such documents or applications until the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsapproved. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without the prior written consent of Landlordnecessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall not be unreasonably withheldprepared by Tenant's Architect, at Tenant's expense (provided that if to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord's review and approval as a proposed change would directly Change Order under Section 6 below. If Landlord disapproves of such amendments or indirectly delay revisions, Landlord shall return the "SUBSTANTIAL COMPLETION" same to Tenant with a statement of Landlord's Work reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofso amended.

Permits. In order to expedite As soon as practicable following completion of the permitting processFinal Plans, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may Lessor or the Architect shall submit the Final Working Drawings Plans to all appropriate governmental authorities, pay the appropriate municipal authorities for filing fees, and attempt to obtain all Permits permits and approvals (the "Permits") necessary or appropriate to allow Landlord's contractor to commence and fully complete the construction of the Tenant Lessee Improvements. Notwithstanding If, as part of the foregoingprocedure of obtaining or attempting to obtain Permits, Tenant acknowledges that Landlord does not waive the right to approve any governmental agencies or authorities request changes in the Final Working Drawings and by electing to submit Plans, the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Plans shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary modified to enable Tenant to obtain any incorporate such permits. No changes, modifications changes unless Lessor or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of LandlordLessee do not approve thereof, which approval shall not be unreasonably withheld, provided that if a proposed change would directly . The Architect shall within five (5) days revise the Final plans as required by such governmental agencies or indirectly delay authorities unless such required revisions are reasonably disapproved of by Lessor or Lessee. If such Permits are not obtained within forty-five (45) days following Lessor's or the "SUBSTANTIAL COMPLETION" of LandlordArchitect's Work as that term is defined in Article 8 submission of the Final Plans for such Permits, then Lessor or Lessee shall have the option of terminating this Lease at any time thereafter upon at least ten (10) days' prior written notice thereof to the other. If neither party exercises its option to terminate this Lease, Landlord may proceed then after forty-five (45) days from the expiration of the above forty-five (45) day period, this Lease shall automatically terminate. In the event of such termination, Lessee shall immediately pay all costs and expenses of the Architect relating to establish a Tenant Delay pursuant the preparation and completion of the Schematic Drawings and Final Plans for Permits, together with all fees and costs of submitting the Final Plans for Permits, and each party shall otherwise be released of all further liability arising under this Lease (except for those liabilities accruing prior to Section 4 hereofthe termination). Except as provided above, Lessor and Lessee shall otherwise each bear its own costs to the date of such termination.

Permits. In order Remainco shall cooperate with Spinco and Remainco shall use reasonable best efforts to expedite finalize or effectuate the permitting process, prior Transfer of any Permits to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction a member of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges Spinco Group that Landlord does is designated as a Spinco Asset and that is not waive the right already Transferred to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases a member of the permitting process Spinco Group as of the Closing. Spinco shall cooperate with Remainco and shall supply Landlorduse reasonable best efforts to finalize or effectuate the Transfer of any Permits to a member of the Remainco Group that is designated as an Remainco Retained Asset and that is not already Transferred to a member of the Remainco Group as of the Closing Date. If any Permit cannot be Transferred, then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and implement arrangements to give to a member of the Spinco Group or a member of the Remainco Group, as soon applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as possibleapplicable, with all plan check numbers and dates as presently conducted under the terms of submittal and obtain any such Permit (the arrangements contemplated by this sentence, “Permits on or before the date Alternative Arrangements”). Except as otherwise set forth in the Construction ScheduleMerger Agreement (the provisions of which shall control with respect to the Parties’ agreements regarding and the obtainment of Governmental Approvals and Consents required to consummate the Contemplated Transactions), Remainco and Spinco shall cooperate and use their respective reasonable best efforts to seek and obtain, in accordance with applicable Law, any necessary Governmental Approvals and Consents for the Transfer of all Permits contemplated to be Transferred pursuant to this Article I to the extent permitted by applicable Law. No member of the Remainco Group and no member of the Spinco Group shall be required to compensate any Third Party, commence or participate in any litigation, or offer or grant any accommodation (financial or otherwise) to any Third Party to obtain any Consent necessary to Transfer any Permit and no member of the Spinco Group shall take any of the foregoing actions without the consent of Buyer. If Remainco and B▇▇▇▇ mutually agree to pay a consent fee to obtain a Permit, then Remainco and Buyer shall each pay, or cause to be paid, fifty percent (50%) of such consent fee. The Parties acknowledge that this Section 1.6 does not apply to Permits that are Spinco Assets and are already held by a member of the Spinco Group as of the date hereof. Notwithstanding anything to the contrary set forth contained in this Section 2.41.6, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining provisions of the same Merger Agreement shall be Tenant's responsibility (provided that Contractor shall submit its license number control with respect to the plans Parties’ rights and shall also submit proof of liability insurance if obligations relating to obtaining Governmental Approvals required by to consummate the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofContemplated Transactions.

Permits. In order the event that METALLICA, in fulfillment of legal norms or if it considers it necessary for the development of explorations, shall request special permits or rights of access, transit or operation, whether in accordance with environmental legislation, mining or other, and obtaining such permits infers or suspends the exploration works which METALLICA is authorized to expedite conduct by this contract, the permitting process, prior to Landlord's approval said period of the delay in obtaining the permit shall not be taken into account for the purposes of the validity of this contract and during such period all obligations assumed by METALLICA pursuant to Section 2.3 abovethis option contract shall be suspended, Tenant may submit the Final Working Drawings to the appropriate municipal authorities such as for all Permits necessary to allow Landlord's contractor to commence example, payment of option installments, effecting Exploration expenses and fully complete the construction any other obligation assumed by METALLICA, except for payment of the Tenant Improvementsmining patents that are covered by the Mining Property, in respect of which METALLICA remains obliged. Notwithstanding The parties understand and expressly agree that if these suspensions occur, the foregoingterms established in Clause 4, Tenant acknowledges in respect of Exploration Expenses, Terms and Amounts to Invest; Clause 7 about Term to exercise the option to purchase and Clause 10 about Price of the Purchase Offer, shall automatically be extended for an equal period without the need to enter into a complementary deed reflecting the same. If the Property Owner requires the work to be carried out and it interferes or suspends the exploration works authorized to METALLICA, the same rule shall be applied as previously; on the contrary, that Landlord is, if obtaining these permits does not waive interfere or suspend the right to approve exploration works, in any event the Final Working Drawings and obligations assumed by electing to submit METALLICA in this contract shall be suspended, whether the Final Working Drawings for permit prior to Landlord's approval, Tenant process is assuming undertaken by the risk that Landlord may require changes in such drawings after Property Owner or the same have been submitted for permitsBeneficiary. In connection with any event, overlooking the permitting processreason that has caused the interruption of the exploration works, Tenant once the delay has been overcome the obligations imposed by this contract on METALLICA shall coordinate with Landlord be resumed. In any event, and for the purposes of this clause, there shall be an interference or suspension of exploration works if the process of obtaining the permits takes more than 90 days and, as a consequence of it, METALLICA can not develop any type of exploration works. LOS POTRILLOS shall provide reasonable collaboration and assistance as required by METALLICA in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before permits and authorizations that are required to develop the date set forth in the Construction Schedule. Notwithstanding anything exploitation works that are referred to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofcontract.

Permits. In order PHYSICAL PLANT AND REQUIRED RIGHTS 12.1 Except as provided in Section 9.1, QWEST shall obtain (and cause to expedite remain effective for a period of not less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## years from the permitting processdate hereof) all rights, prior licenses, authorizations, rights-of-way and other agreements necessary for the use of conduit, cable or other physical plant facilities, as well as any other such rights, licenses, authorizations (including any necessary state, tribal or federal authorizations such as environmental permits), rights-of-way and other agreements necessary for the installation and use of the WORLDCOM Fibers hereunder (all of which are referred to Landlord's approval pursuant as "QWEST Required Rights"); provided that if the WORLDCOM Fibers are the only fibers to Section 2.3 above, Tenant may submit be located in the Final Working Drawings Cable from the point where the Cable leaves the QWEST System right-of-way to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence POP, and fully complete the construction WORLDCOM previously has obtained any of the Tenant Improvementsnecessary rights, licenses, authorizations, rights-of-way and other agreements with respect thereto, WORLDCOM agrees, to the extent permitted by the terms thereof, to assign or otherwise make such rights available to QWEST upon reimbursement by QWEST of WORLDCOM's costs incurred in obtaining such rights. Notwithstanding To the foregoingextent permitted by the terms of such documents, Tenant acknowledges that Landlord does not waive WORLDCOM shall have the right to approve review all documents reflecting the Final Working Drawings QWEST Required Rights. 12.2 If, for any reason, QWEST determines in its reasonable business judgment, or is required by a third party with legal authority to so require, to relocate any of the facilities used or required in providing the WORLDCOM IRU, QWEST shall have the right to proceed with such relocation, including but not limited to the right to determine the extent of, the timing of, and by electing methods to submit the Final Working Drawings be used for permit prior to Landlord's approval, Tenant is assuming the risk such relocation; provided that Landlord may require changes any such relocation (i) shall be constructed and tested in such drawings after the same have been submitted for permits. In connection accordance with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process specifications and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date drawings set forth in Exhibits B, C and D and incorporate fiber meeting the Construction Schedule. Notwithstanding anything to the contrary specifications set forth in Exhibit E, and (ii) if such relocation is at the determination of QWEST, shall not result in an adverse change to the operations, performance, connection points with the network of WORLDCOM, or end points of any Segment included in the QWEST System. QWEST shall give WORLDCOM sixty (60) days' prior notice of any such relocation, if possible. QWEST shall relocate the affected portion of the QWEST System and, so long as such relocation is not necessitated by a breach of QWEST's obligations under this Agreement, including, without limitation, under Section 12.1, and except as otherwise expressly provided in this Section 2.412.2, Tenant hereby agrees WORLDCOM shall reimburse QWEST for its proportionate share of (i) all Costs of fiber acquisition, splicing and testing, prorated based on the total fiber count in the affected fiber cable as so relocated, and (ii) all other Costs associated with the relocation of the Cable, prorated based on the total number of owners and holders of an IRU or equivalent interest in the affected Segment as so relocated. QWEST shall deliver to WORLDCOM updated As-Builts with respect to a relocated Segment not later than one hundred eighty (180) days following the completion of such relocation. 12.3 WORLDCOM shall obtain (and cause to remain effective for a period of not less than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## years from the date hereof) all rights, licenses, authorizations, rights-of-way and other agreements necessary for the use of poles, conduit, cable, wire or other physical plant facilities, as well as any other such rights, licenses, authorizations (including any necessary state, tribal or federal authorizations such as environmental permits), rights-of-way and other agreements necessary for the installation and use of the QWEST Conduit hereunder (all of which are referred to as "WORLDCOM Required Rights"). To the extent permitted by the terms of such documents, QWEST shall have the right to review all documents reflecting the WORLDCOM Required Rights. 12.4 If for any reason, WORLDCOM determines in its reasonable business judgment, or is required by a third party with legal authority to so require, to relocate any of the facilities used or required in providing the QWEST Conduit or any portion thereof, WORLDCOM shall have the right to proceed with such relocation, including but not limited to the right to determine the extent of, the timing of, and methods to be used for such relocation; provided that neither Landlord nor Landlord's consultants any such relocation (i) shall be responsible constructed in accordance with the specifications and drawings set forth in Exhibits B and H, and (ii) if such relocation is at the determination of WORLDCOM, shall (A) incorporate fiber meeting the specifications set forth in Exhibit E (at WORLDCOM's sole cost and expense, including splicing and testing in accordance with the specifications set forth in Exhibit D) and (B) not result in an adverse change to the operations, performance, connection points with the QWEST System network, or end points of the QWEST Conduit. WORLDCOM shall give QWEST sixty (60) days' prior notice of any such relocation, if possible. WORLDCOM shall relocate the affected portion of the QWEST Conduit and, so long as such relocation is not necessitated by a breach of WORLDCOM's obligations under this Agreement, including, without limitation, under Section 12.3 and, except as otherwise expressly provided in this Section 12.4, QWEST shall reimburse WORLDCOM for obtaining any building permit for its proportionate share (based on the Tenant Improvements and ratio that the obtaining QWEST Conduit bears to the total number of conduits in use in the WORLDCOM Conduit System) of the same Costs of the relocation of such conduit, but not including any costs attributable to the replacement of cable or fibers within the other conduits in the affected portion of the WORLDCOM Conduit System. WORLDCOM shall be Tenant's responsibility deliver to QWEST updated As-Builts with respect to the QVT-ST Conduit not later than one hundred eighty (provided that Contractor shall submit its license number with 180) days following the plans and shall also submit proof completion of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofrelocation.

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Applicable Laws that apply to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements for each Phase in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Approved Working Drawings for permit prior to Landlord's approval, such Phase (the “Permits”). Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changesAny amendments or revisions to the Approved Working Drawings that may be necessary to obtain any such Permits, modifications or alterations which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 6 below. If Landlord disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that Tenant, at Tenant’s expense (subject to application of the Construction Allowance), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Work, including, but not limited to, any “path of travel” or other work outside the Premises; provided, however, that Landlord may elect upon written notice to Tenant, to perform any such work in the Approved Tenant Improvement Plans may be made without Outside Areas or elsewhere outside the prior written consent of LandlordPremises, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofat Tenant’s expense.

Permits. In order The Construction Manager will secure and maintain or cause its Subcontractors to expedite the permitting process, secure and maintain (at all times prior to Landlord's approval the transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 2.3 above, Tenant may submit 5.2) all Applicable Permits required for the Final Working Drawings to performance of the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence Services and fully complete the construction of the Tenant ImprovementsCentury Plant Project. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection The Construction Manager shall cooperate with the permitting process, Tenant shall coordinate with Landlord Owner in order to allow Landlord, at its option, to take part in causing the transfer and assignment of all phases Applicable Permits required for operation of the permitting process Century Plant Project to the Owner contemporaneous with Substantial Completion of the applicable Unit, Train, Pipeline or Shared Equipment. With respect to any Applicable Permit that covers more than one Unit, Train, Pipeline or Shared Equipment: (a) If the Applicable Permit relates primarily to construction matters as opposed to operational matters, such Applicable Permit shall continue to be held in the name of the Construction Manager until Substantial Completion of the final Unit, Train or Pipeline covered by such Applicable Permit, and the Construction Manager and the Owner shall supply Landlord, (i) use commercially reasonable efforts to have the Owner’s name added to such Applicable Permit as soon as possiblereasonably practicable following the Substantial Completion of the first Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit and (ii) enter into such agreements as may be necessary to allow the Owner to operate the covered Unit, Train, Pipeline or Shared Equipment conveyed to the Owner. The Construction Manager shall cooperate with all plan check numbers the Owner in causing the transfer and dates assignment of submittal and obtain the Permits on Applicable Permit to the Owner contemporaneous with Substantial Completion of the last Unit, Train, Pipeline or before Shared Equipment covered by such Applicable Permit. (b) If the date set forth in Applicable Permit does not relate primarily to construction matters as opposed to operational matters, the Construction Schedule. Notwithstanding anything Manager shall cooperate with the Owner in causing the transfer and assignment of such Applicable Permit to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for Owner following the Tenant Improvements and that the obtaining Substantial Completion of the same first Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit, and the Construction Manager and the Owner shall (i) use commercially reasonable efforts to have the Construction Manager’s name remain as an additional party to such Applicable Permit until Substantial Completion of the last Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit and (ii) enter into such agreements as may be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant allow the Construction Manager to obtain provide the Services relating to any such permits. No changescovered Unit, modifications Train, Pipeline or alterations in Shared Equipment not yet conveyed to the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofOwner.

Permits. In order A. Prior to expedite the permitting processcommencement of any Tenant Change, Tenant shall, at its sole cost and expense, obtain and furnish to Landlord all required licenses and permits and shall obtain, execute, and furnish to Landlord, copies of all applicable data sheets, filings and other similar documentation required by Legal Requirements and/or Insurance Requirements or the Construction Rules and Regulations (collectively, “Permits”). Tenant’s Architect shall prepare any applications and plans required to obtain the Permits but any filings therefor shall be done by Landlord’s Consultant in accordance with the terms hereof. All such applications and plans shall be subject to Landlord’s reasonable approval prior to Landlord's approval pursuant the submission thereof to Section 2.3 above, Tenant may submit the any Governmental Authority. Copies of all Permits (if any) and one set of Final Working Drawings (to the appropriate municipal authorities extent the same exist) shall be kept at the Demised Premises at all times during the performance of each Tenant Change. Landlord shall reasonably cooperate with Tenant with respect to obtaining Permits (including Tenant’s TCO), including executing (in accordance with the provisions of this Section 13.04A) and filing all documentation necessary or required in connection therewith, and Tenant shall reimburse Landlord for all Permits necessary the reasonable out-of-pocket fees and expenses incurred by Landlord (including those of Landlord’s Consultant) in connection therewith as Additional Rent within thirty (30) days after demand. Landlord’s execution of Permit applications shall not constitute Landlord’s representation that the same comply with Legal Requirements and/or Insurance Requirements or are suitable for the work intended nor shall it be deemed to allow Landlord's contractor to commence and fully complete the construction be a waiver by Landlord of the compliance by Tenant Improvementsof any provision of this Lease, and Landlord shall not have liability to Tenant therefor. Notwithstanding the foregoing, in no event shall Tenant acknowledges that be permitted to commence any Material Tenant Change until Landlord does not waive the right has approved or is deemed to approve any required plans therefor pursuant to the Final Working Drawings provisions of this Article 13. B. Promptly after completion of any Tenant Change, Tenant, at its sole cost and by electing expense, shall diligently obtain and furnish to submit Landlord all final governmental approvals, licenses, “sign-offs” and certificates with respect thereto. To the Final Working Drawings for permit prior to Landlord's approvalextent any Tenant Change affects any life-safety system, Tenant is assuming building management system, and/or security or access control system of the risk that Landlord may require changes in such drawings after Building and without limiting the same have been submitted for permits. In connection with the permitting processforegoing, Tenant shall coordinate with Landlord in order to allow use Landlord’s Consultant, at its optionTenant’s sole cost and expense, to take part in obtain and furnish to Landlord all phases final governmental approvals, licenses, “sign-offs” and certificates with respect thereto prior to taking occupancy of the permitting process and shall supply Landlordportion of the Demised Premises affected thereby, as soon as possible, with all plan check numbers and dates provided the charges of submittal and obtain the Permits on or before the date set forth such consultants are at commercially competitive rates charged to owners of Comparable Buildings in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofTimes Square area.

Permits. In (a) During the Interim Period, to the extent that the consent or approval of any Governmental Entity is required in order for the consummation of the transactions contemplated by Section 2.1(c) not to expedite contravene or violate any provision of any Transferred Permit or Permit Application or applicable Law (for the permitting processavoidance of doubt, excluding any Construction Permit), the applicable Seller(s) shall either transfer to Buyer, or obtain the reissuance in Buyer’s name of, each such Transferred Permit or Permit Application at the Closing (and Buyer shall provide reasonable cooperation related thereto). Sellers and Buyer shall have the right to review in advance all characterizations of the information relating to the Transactions which appear in any document to be submitted in connection with any filings to transfer any Transferred Permit or Permit Application, and the filing Party shall consider in good faith any comments reasonably requested by the non-filing Parties. (b) Notwithstanding WST Seller’s obligations pursuant to Sections 2.1(c), 6.4(a) and 7.1(h), if WST Seller reasonably believes that it may be unable to obtain the transfer or reissuance of any Transferred Permit or Permit Application to Buyer at or prior to Landlord's approval pursuant to Section 2.3 abovethe Closing, Tenant may submit the Final Working Drawings WST Seller and Buyer shall discuss and Buyer shall consider in good faith entering into a commercially reasonable alternative arrangement that, to the appropriate municipal authorities extent permitted by applicable Law and without violating the terms of such Transferred Permit or Permit Application, will place Buyer and the applicable Seller in the same or substantially similar position, and provide Buyer with the same or substantially similar rights, privileges and benefits, in each case, as if such Transferred Permit or Permit Application had been transferred or reissued to Buyer. (c) If the applicable Governmental Entity requires that Buyer apply for all Permits necessary the Bernalillo County Approvals, rather than WST Seller, Buyer shall apply for the Bernalillo County Approvals as soon as practicable and on a timeline consistent with obtaining such Bernalillo County Approvals prior to allow Landlord's contractor to commence and fully complete the construction expected Commercial Operation Date. In furtherance of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive if applicable, Buyer shall include WST Seller in the right process of obtaining the Bernalillo County Approvals and any similar Permits required for the Pajarito Switching Station, including (i) promptly informing WST Seller of any material communication received from such applicable Governmental Entity with respect to approve the Final Working Drawings Bernalillo County Approvals and/or such Permits, (ii) permitting WST Seller to have reasonable time and by electing opportunity (and in no event less than ten (10) Business Days) to submit review and comment on the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes application (including accompanying exhibits and amendments thereto) and any other filings or statements in such drawings after the same have been submitted for permits. In connection with the permitting processBernalillo County Approvals and/or such Permits and will consider in good faith the incorporation of any comments reasonably requested by WST Seller, Tenant and (iii) providing WST Seller the opportunity (if permitted by applicable Law) to participate in any in person meetings, teleconferences, or other correspondence that Buyer has with such applicable Governmental Entity in connection with the Bernalillo County Approvals and/or such Permits. If WST Seller applies for the Bernalillo County Approvals, WST Seller shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth include Buyer in the Construction Schedule. Notwithstanding anything process of obtaining such approvals, including with respect to the contrary set forth topics covered in clauses (i) through (iii) above. (d) For the avoidance of doubt, the NMPRC Approval, the FERC Approvals and the other Governmental Approvals shall be governed by Section 6.6 and not this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof6.4.

Permits. In order 4.1 At its sole cost and expense, Subtenant shall undertake diligent efforts to expedite obtain permits from the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit City of Seattle and any approvals required by the Final Working Drawings to the appropriate municipal authorities Pioneer Square Preservation Board for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction use of the Tenant Improvements. Notwithstanding Advertising Materials to be placed on the foregoingSign Space (the “Permits”). 4.2 Sublandlord, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if when required by the City of Livermore); furtherSeattle and/or the Pioneer Square Preservation Board, Landlord shallwill make reasonable efforts at no cost to Sublandlord, to assist Subtenant in seeking such Permits, including but not limited to executing any necessary forms required by the City of Seattle and/or the Pioneer Square Preservation Board. 4.3 Subtenant shall provide copies of all Permits to Sublandlord within five (5) days of the issuance of the Permits. 4.4 Notwithstanding anything contained herein to the contrary, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant the event Subtenant shall be unable to obtain any such permits. No changesof the Permits due to no fault of Subtenant, modifications or alterations in Subtenant upon thirty (30) days written notice to Sublandlord, may cancel this Sublease, provided any Rent accrued to the Approved Tenant Improvement Plans may be made without the prior written consent date of Landlord, which termination shall not be unreasonably withheldrefunded, and to the extent past due shall remain payable. Either party may terminate this Sublease if the Permits have not been granted within one hundred eighty (180) days of the date hereof without liability to the other, except for the payment of the Rent accrued to the date of termination. 4.5 Notwithstanding anything contained herein to the contrary, in the event (i) Subtenant shall have obtained a Permit for the Sign Space but subsequently such Permit shall be withdrawn or terminated for any reason other than as a result of Subtenant deliberately causing such termination or withdrawal, or (ii) Sublandlord or Subtenant shall receive a violation notice or summons alleging a violation of zoning law which would prevent further use of the Sign Space by Subtenant for the purpose contemplated Multi-Tenant Lease Triple Net Exhibit K by this Sublease and such violation is not promptly dismissed (provided Subtenant shall use good faith efforts to cure such violation if within its control), Subtenant upon thirty (30) days written notice to Sublandlord, may at any time thereafter cancel the balance of the Term of this Sublease, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 any of the LeaseRent accrued to the date of termination shall not be refunded, Landlord may proceed and to establish a Tenant Delay pursuant the extent past due, shall remain payable. Subtenant will pay all violations, fines or penalties resulting from or relative to Section 4 hereofthe use of the Sign Space.

Permits. In order Including the Telecom Licenses which are addressed in Section 6.17, each of the Credit Parties has obtained and possesses all material permits (including occupancy permits), certificates, licenses, consents or authorizations of any Governmental Authority (each, a "Permit") and has made all registrations or filings with or notices to expedite any Governmental Authority necessary for the permitting processlawful conduct of its business as presently conducted, or necessary for the lawful ownership of its properties and assets or the operation of its business as presently conducted except in each case where failure to obtain or possess such Permits or to make any such registration, filing or notice could not be expected to have a Material Adverse Effect. All such Permits are in full force and effect, except any such Permit, which if not in full force and effect, could not be expected to have a Material Adverse Effect. Each of the Credit Parties is in compliance with all such Permits, except in each case where noncompliance could not be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, each such Permit can be renewed in the ordinary course of business by the respective Credit Party. To the extent the Borrower is required to have any Permit under applicable law, any applications for the renewal of any such Permit which are due prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings Effective Date will be timely made or filed by the respective Credit Party or its appropriate Subsidiary prior to the appropriate municipal authorities for all Permits necessary Effective Date. No proceeding to allow Landlord's contractor modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending or, to commence and fully complete the construction best knowledge of the Tenant Improvements. Notwithstanding Borrower or any of its Subsidiaries, threatened and neither the foregoingBorrower nor any of its Subsidiaries knows of any valid basis for such a proceeding, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvalincluding, Tenant is assuming the risk that Landlord may require changes without limitation, in such drawings after the same have been submitted for permits. In connection with the permitting processtransactions contemplated hereby, Tenant shall coordinate with Landlord that could be expected to result in order to allow Landlord, at its optiona Material Adverse Effect. No administrative or governmental action or proceeding has been taken or, to take part in all phases the best knowledge of the permitting process Borrower or any of its Subsidiaries, threatened, in connection with the expiration, continuance or renewal of any such Permit and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining none of the same shall Borrower or its Subsidiaries knows of any valid basis for such a proceeding that could be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary expected to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if have a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofMaterial Adverse Effect.

Permits. In order 7.9.1 The Licensee shall apply for and use active and diligent efforts to expedite obtain in a timely manner and in final form all applicable federal, state, regional, and local permits, licenses, authorizations, certifications, determinations, and other governmental approvals for purposes of implementing the New License. Active and diligent efforts include, but are not limited to, seeking appropriate administrative review of permitting processdecisions, prior reapplying as necessary, or timely submitting requested additional information. Permit applications shall be consistent with this Settlement Agreement. The Licensee shall pay all fees required by law related to Landlord's approval such Permits. The Licensee shall not be held in breach of this Settlement Agreement if it cannot legally implement an action because all applicable Permits required for that action have been applied for but are not yet obtained, or because a necessary Permit has been denied or includes a Material Modification of the Settlement Agreement. 7.9.2 If a proceeding challenging any Permit required for the action has been commenced, the Licensee shall be under no obligation under this Settlement Agreement to implement the action or any related action until any such proceeding is terminated. If any Permit has been denied or challenged, includes a Material Modification of the Settlement Agreement, or is not obtained in a timely manner, the Parties shall confer to evaluate the effect of such event on implementation of this Settlement Agreement and the New License and to seek to develop actions to respond to that event. 7.9.3 The Parties recognize that a Permit delay or denial, or a Permit that contains a Material Modification of the Settlement Agreement, in itself does not alleviate the Licensee’s responsibility to comply with a License Article but may be the basis for requesting FERC to amend the License. If the Parties do not agree on actions to respond to that event, a Party may initiate dispute resolution pursuant to Section 2.3 above, Tenant may submit 9 to address the Final Working Drawings issue of necessary actions to the appropriate municipal authorities for all Permits necessary respond to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsPermit delays or denials or Material Modifications. In connection with the permitting processevent that the Parties do not agree on actions to respond to a Permit delay or denial or Material Modifications, Tenant shall coordinate with Landlord in order then the Permit delay or denial or Material Modifications may constitute material new information or a basis for withdrawal pursuant to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth Section 10. 7.9.4 Nothing in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible construed to limit the Licensee’s right to apply for obtaining any building permit for the Tenant Improvements and that the obtaining a Permit before issuance of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheldNew License, provided that if any such applications shall not contain a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Material Modification of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofSettlement Agreement.

Permits. In order The Final Working Drawings as approved by Landlord shall be referred to expedite herein as the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, “Approved Working Drawings”. Tenant may shall submit the Final such Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 3.1 of this Tenant Work Letter, to commence and fully complete the construction of the applicable Tenant Improvements. Notwithstanding Improvements (including, without limitation, any certificate of occupancy or its jurisdictional equivalent, the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionoption and as a Tenant Improvement Allowance Item, to take part in all phases of the permitting process and shall supply Landlord, as soon as reasonably possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedulewithin a reasonable time. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit for the Tenant Improvements Permit and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant (as a Tenant Improvement Allowance Item) in executing permit Permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided conditioned or delayed (without limitation as to any other reason for Landlord reasonably withholding consent, it shall be deemed reasonable for Landlord to withhold consent to any change, modification or alteration that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 cause any of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofresults described in Sections 2.5.1-2.5.6 above).

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord in accordance with Section 3.3, above, or shall be deemed approved by Landlord in accordance with Section 3.7, below (in either case, the permitting process"Approved Working Drawings"), prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor "Contractor," as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing"Permits"), and Landlord shall cooperate with Tenant acknowledges that Landlord does not waive the right in executing permit applications and performing other ministerial acts reasonably necessary to approve the Final Working Drawings and by electing enable Tenant to submit the Final Working Drawings for permit prior to Landlord's approvalobtain such Permits, Tenant is assuming the risk that Landlord may require changes and, in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in Schedule 1 to this Tenant Work Letter; provided, however, that promptly following approval of the Construction ScheduleApproved Working Drawings (as the same may be modified in order to obtain the Permits in accordance with this Section 3.4) and the issuance of the Permits by the appropriate municipal authority, Landlord shall cause the Contractor to physically pick up the Permits and inform Tenant that such permits have been picked up. Following Landlord’s approval, or deemed approval, of the Approved Working Drawings, the Approved Working Drawings shall not be modified for any reason other than a Minor Variation (as hereinafter defined) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. No material changes, modifications or alterations in the Approved Working Drawings of any Project may be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. "Minor Variation" shall mean any modification to make reasonable adjustments for field deviations or conditions encountered during construction. Notwithstanding anything to the contrary set forth in this Section 2.43.4, but subject to Landlord's obligation pursuant to Section 1, above, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofPermits.

Permits. In order consideration of WTC agreeing to expedite stage the permitting processRace in and around Tempe, prior to Landlord's approval pursuant to Section 2.3 aboveTempe agrees as follows: (a) Tempe shall waive any and all Tempe required permit, Tenant may submit processing and park rental fees required in connection with the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoingRace, Tenant acknowledges that Landlord does except Tempe specifically will not waive any applicable transaction privilege, use or excise tax license(s) or fees. Tempe will assist WTC in obtaining Tempe required permits, licenses and/or approvals for the Race including, without limitation, the following: event permit; bleacher permit/approval; filming permit/approval; tent permit/approval; electricity permit/approval; parking permit/approval; advertising permit/approval; food and beverage permit/approval; vending permit/approval; merchandise sales permit/approval; and Tempe Special Events Task Force approval. (b) Provided such activities shall not result in additional costs to Tempe, WTC shall have the right to approve conduct one or more ancillary events (e.g., musical concert, radio broadcast, party) during the Final Working Drawings and by electing week of the Race, subject to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming reasonable approval of the risk that Landlord may require changes in such drawings after the same have been submitted for permitsTempe Special Events Task Force. In connection with the permitting processforegoing, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, Tempe will provide WTC with all plan check numbers necessary Tempe controlled permits and/or approvals in connection with such ancillary events at no cost to WTC, except Tempe specifically will not waive any applicable transaction privilege, use or excise tax licenses or fees. (c) WTC shall have the exclusive vending and dates concession rights except for those vendors who are currently under contract with Tempe. Those Tempe vendors will retain their rights and responsibilities as described in their contracts with Tempe. None of submittal such vendors shall have the exclusive vending and/or concession rights during the Race. (d) WTC or its designees shall have the exclusive right to conduct product and obtain other sampling, other than beer sampling, unless the Permits on sampling conflicts with the rights of vendors under contract with Tempe in which case such product or before other sampling is prohibited (it being acknowledged and agreed by Tempe that none of such vendors has vending rights which prohibit such sampling). (e) Tempe hereby acknowledges that WTC shall hold the date set forth in the Construction Schedule. Notwithstanding anything exclusive right to the contrary set forth in this Section produce any Ironman distance triathlon (2.4-mile swim, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining 112-mile cycle, 26.2-mile run) or similar length triathlon and any building permit new1 half-Ironman distance triathlon within its municipal boundaries for the Tenant Improvements duration of this Agreement (page 1). WTC and Tempe hereby further recognize and agree that Tempe has held and will continue to hold triathlons of lesser distances than those of an Ironman distance triathlon for the obtaining duration of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofthis Agreement.

Permits. In order to expedite the permitting process(a) The Authority shall, prior to Landlord's approval pursuant to Section 2.3 abovethe Closing Date, Tenant may submit apply for, procure and obtain all of the Final Working Drawings Permits set forth in Part 1 of Schedule C (the AIDEA Permits). The AIDEA Permits constitute all Permits that are capable of being obtained prior to the appropriate municipal authorities for all Permits necessary Closing Date and, other than any Concessionaire Permits, are required to allow Landlord's contractor be obtained under Applicable Law: (i) in order to commence and fully complete the Early Works and other Work; (ii) in order to commence the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings Plant; and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes (iii) as otherwise required in such drawings after the same have been submitted for permits. In connection with the permitting processengineering, Tenant construction, ownership, operation and maintenance of the Plant. Each of the AIDEA Permits shall coordinate be transferred by the Authority to the Concessionaire at the Time of Closing. The Concessionaire shall provide the Authority with Landlord such assistance and cooperation as may reasonably be required in order for the Authority to allow Landlordapply for, at its optionprocure and obtain all such AIDEA Permits. (b) All AIDEA Permits shall be obtained, to take part in all phases of the permitting process and shall supply Landlordhave become final and non-appealable, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date Time of Closing. The Authority shall pay for the costs of obtaining all AIDEA Permits and transferring such AIDEA Permits to the Concessionaire at the Time of Closing. (c) If the Authority fails to obtain any AIDEA Permit or there is a delay in obtaining any AIDEA Permit for any reason other than the Concessionaire’s failure to reasonably cooperate with the Authority in obtaining such AIDEA Permit, or if an additional Permit of the type described in Section 2.5(a) is not identified in Part 1 of Schedule C and AIDEA fails to obtain such Permit, then (i) such occurrence shall be a Delay Event or a Compensation Event, as applicable in accordance with the definitions thereof, and (ii) if the Closing Deadline is extended in accordance with Section 3.3(g)(ii) as a result of such failure or delay, the Authority shall reimburse the Concessionaire for any additional fees, costs or expenses reasonably incurred by or on behalf of the Concessionaire in connection with such failure or delay in obtaining such AIDEA Permit. (d) The Concessionaire shall, at or prior to such time that such Permits are required under Applicable Law, apply for, procure and obtain all of the Permits set forth in Part 2 of Schedule C and any other Permit (other than the Construction ScheduleAIDEA Permits) required for the Concessionaire to engineer, construct, own, operate or maintain the Plant (collectively, the Concessionaire Permits). Notwithstanding anything to The Concessionaire shall pay for the contrary set forth in this Section 2.4costs of obtaining all Concessionaire Permits. (e) After the Closing Date, Tenant hereby agrees that neither Landlord nor Landlord's consultants the Concessionaire shall be responsible for obtaining maintaining and complying with all Permits and paying all costs related thereto. (f) The Authority shall provide the Concessionaire with such assistance and cooperation (including assigning any building permit AIDEA Permits to the Concessionaire at the Time of Closing to the extent permitted by the AIDEA Permits and Applicable Law), as may reasonably be required in order for the Tenant Improvements Concessionaire to apply for, procure, obtain, comply with and that maintain all such Concessionaire Permits. (g) If the obtaining of Concessionaire is, at any time during the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if Term, required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any Permit from a Governmental Authority that can be obtained only by the Authority or a Governmental Authority, the Authority shall (i) use its Reasonable Efforts to assist the Concessionaire in obtaining such permits. No changesPermit and (ii) subject to Applicable Law, modifications promptly provide the Concessionaire a copy of any notice, summons, letter or alterations other communication with respect to any Permits obtained, renewed or maintained in the Approved Tenant Improvement Plans may be made without Authority’s name following the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofAuthority’s receipt thereof.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the The Final Working Drawings which have been approved by Landlord prior to the commencement of the construction of the Tenant Improvements shall be defined to be the “Approved Working Drawings”. Tenant shall immediately submit the Approved Working Drawings (or cause the same to be submitted) to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in Schedule 1; provided, however, Tenant may submit preliminary working drawings to the Construction Scheduleappropriate municipal authorities to expedite the receipt of such Permits. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No material changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall consent may not be unreasonably withheld, provided that if conditioned or delayed except to the extent necessary to eliminate a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofDesign Problem.

Permits. In This Lease is expressly conditioned upon Tenant, at Tenant's sole cost and expense, obtaining the necessary approval from the applicable Governmental Authority ("BUILDING DEPARTMENT") in order for Tenant to commence Tenant's Work in the Premises ("BUILDING PERMIT APPROVAL") in accordance with Tenant's Plans as approved by Landlord as well as a grease interceptor variance ("GREASE INTERCEPTOR VARIANCE"). Tenant shall diligently pursue all steps necessary to obtain the Building Permit Approval and the Grease Interceptor Variance in a timely manner using commercially reasonable efforts, including, without limitation, the following: (i) Tenant shall submit Tenant's Plans to the Building Department within five (5) business days after Landlord approves Tenant's Plans and shall apply for the Grease Interceptor Variance on or before December 22, 2007; (ii) Tenant shall pay all fees required by the Building Department (or any other Governmental Authority) in order to expedite obtain the permitting processBuilding Permit Approval and/or Grease Interceptor Variance; and (iii) Tenant shall promptly submit additional information or documents as required by the Building Department or such other Governmental Authority. In no event shall Tenant be required to install a grease interceptor in order to comply with this Section 3.7 (it being understood that Tenant intends to obtain a Grease Interceptor Variance). In the event the Building Permit Approval and/or Grease Interceptor Variance has not been obtained within sixty (60) days following Tenant's application therefor due to delays beyond the commercially reasonable control of the Tenant, Landlord or Tenant may terminate this Lease upon ten (10) days prior written notice to the other party (unless Landlord exercises its right to obtain the Building Permit Approval and/or Grease Interceptor Variance as provided hereinbelow); provided, however, in the event more than 60-days is necessary to obtain the Building Permit Approval and/or Grease Interceptor Variance and further provided that Tenant has diligently pursued the issuance thereof, the 60-day period shall be extended by Landlord upon request from Tenant for a period not to exceed 30 additional days. During the initial 60-day period and any extension thereof (as provided herein), upon Landlord's approval pursuant to Section 2.3 aboverequest therefor, Tenant may submit shall provide Landlord with a written status report summarizing all action taken by Tenant to obtain the Final Working Drawings Building Permit Approval and/or Grease Interceptor Variance and the status of such issuance. Landlord agrees to use reasonable efforts to assist Tenant in the appropriate municipal authorities application for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant ImprovementsBuilding Permit Approval and/or Grease Interceptor Variance, provided, however, in no event shall Landlord incur any liability or expense in connection with such efforts. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive shall have the right to approve terminate the Final Working Drawings Lease upon written notice to Tenant if at any time during such 60-day period and by electing any extension thereof, Landlord, in its commercially reasonable business judgment, determines that it is unlikely that the Tenant will be successful in obtaining the Building Permit Approval and/or Grease Interceptor Variance or that Tenant is not diligently and in good faith pursuing all necessary steps to submit obtain the Final Working Drawings for permit prior Building Permit Approval and/or Grease Interceptor Variance in a timely manner as set forth hereinabove. In the event Tenant fails to obtain the Building Permit Approval and/or Grease Interceptor Variance as provided herein, Landlord shall have the right (at Landlord's approvaldiscretion) upon notice to Tenant to pursue obtaining same on Tenant's behalf (and at Tenant's cost) in which case the right to terminate provided for hereinabove shall not apply unless Landlord is not able to obtain the Building Permit Approval or Grease Interceptor Variance, Tenant is assuming as the risk that case may be, within sixty (60) days following such notice to Tenant. Upon termination of this Lease as provided herein, this Lease shall terminate and be of no further force or effect and, except as expressly provided in this Lease, both Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, and Tenant shall coordinate with Landlord be entirely freed and relieved of all liability under any and all covenants and obligations contained in order to allow Landlord, at its option, to take part in all phases or derived from this Lease and any other agreements related thereto unless the termination of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates Lease is the result of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility failure to comply with this SECTION 3.7 OR ANY OTHER PROVISION OF THIS LEASE (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); furtherINCLUDING, Landlord shallWITHOUT LIMITATION, TENANT'S OBLIGATIONS IN EXHIBIT C FOR THE SUBMITTAL OF TENANT'S PLANS) in any event, cooperate with which case Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly released from liability hereunder and Landlord shall have the right to pursue all actions and remedies available at law or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofequity for such default.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the The Final Working Drawings shall be approved by Landlord (the “Approved Working Drawings”) prior to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete commencement of the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings shall be responsible for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes obtaining all applicable building permits in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases construction of the permitting process and Tenant Improvements (“Permits”), provided that to the extent that Landlord shall supply Landlordbe unable to obtain or is delayed in obtaining any Permits due to the proposed design of the Tenant Improvements, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleDrawings, including, without limitation, due to the failure of the Construction Drawings, or the improvements set forth therein, to comply with applicable laws (in any event, a “Tenant Caused Permit Failure”), such delay shall be considered a “Tenant Delay”, as that term is defined in Section 5.2 of this Tenant Work Letter, and Landlord shall have the right to change the design of the Tenant Improvements, in its sole and absolute discretion, such that Landlord will be able to promptly thereafter obtain the Permits. Tenant shall cooperate with all reasonable Landlord requests in connection with Landlord’s obtaining of the Permits and/or matters affecting Landlord’s ability to obtain the Permits. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit a certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitscertificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of the Lease, Landlord may proceed to establish a this Tenant Delay pursuant to Section 4 hereofWork Letter.

Permits. NYISO, Developer, and Affected System Operator shall cooperate with each other in good faith in obtaining all permits, licenses and authorizations that are necessary to accomplish the EPC Services in compliance with Applicable Laws and Regulations. With respect to this paragraph, Affected System Operator shall provide permitting assistance to the Developer comparable to that provided to the Affected System Operator’s own, or an Affiliate’s generation, if any. Suspension. Developer reserves the right, upon written notice to Affected System Operator and NYISO, to suspend at any time all work associated with the construction and installation of the Affected System Upgrade Facilities required for only that Developer’s Large Generating Facility with the condition that the New York State Transmission System shall be left in a safe and reliable condition in accordance with Good Utility Practice and the safety and reliability criteria of Affected System Operator, NYPA, and NYISO. In order such event, Developer shall be responsible for all reasonable and necessary costs and/or obligations in accordance with Attachment S to expedite the permitting process, ISO OATT including those which Affected System Operator (i) has incurred pursuant to this Agreement prior to Landlord's approval pursuant the suspension and (ii) incurs in suspending such work, including any costs incurred to Section 2.3 above, Tenant perform such work as may submit the Final Working Drawings to the appropriate municipal authorities for all Permits be necessary to allow Landlord's contractor to commence ensure the safety of persons and fully complete property and the construction integrity of the Tenant Improvements. Notwithstanding the foregoingNew York State Transmission System during such suspension and, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvalif applicable, Tenant is assuming the risk that Landlord may require changes any costs incurred in such drawings after the same have been submitted for permits. In connection with the permitting processcancellation or suspension of material, Tenant equipment and labor contracts which Affected System Operator cannot reasonably avoid; provided, however, that prior to canceling or suspending any such material, equipment or labor contract, Affected System Operator shall coordinate with Landlord in order obtain Developer’s authorization to allow Landlord, at its option, do so. Affected System Operator shall invoice Developer for such costs pursuant to take part in all phases of the permitting process Article 7 and shall supply Landlorduse due diligence to minimize its costs. In the event Developer suspends work required SERVICE AGREEMENT NO. 2690 under this Agreement pursuant to this Article 3.10, as soon as possible, with all plan check numbers and dates of submittal and obtain has not requested Affected System Operator to recommence the Permits work required under this Agreement on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in expiration of three (3) years following commencement of such suspension, this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Agreement shall be responsible for obtaining any building permit for deemed terminated. The three-year period shall begin on the Tenant Improvements and that date the obtaining suspension is requested, or the date of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans written notice to Affected System Operator and shall also submit proof of liability insurance NYISO, if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsno effective date is specified. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofTaxes.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any eventat Tenant’s sole cost and expense, use commercially reasonable efforts to fully cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant Tenant’s efforts to obtain any necessary permits or licenses required for Tenant’s use, occupancy, conduct or maintenance of the Leased Premises and of the business to be conducted by Tenant in or upon the Leased Premises (“Tenant’s Permits”). Tenant shall, at Tenant’s own cost and expense, apply for and obtain Tenant’s Permits, and Tenant shall, at Tenant’s own cost and expense, make all necessary repairs and improvements for the granting of any such permitsTenant Permit or for the continuance of same. No changesWithout limiting the generality of the foregoing, modifications Tenant’s Permits shall include import permits issued by the Centers for Disease Control and/or the U.S. Department of Agriculture if required by applicable law in connection with Tenant’s use, occupancy, conduct or alterations maintenance of the Leased Premises or of the business to be conducted by Tenant in or upon the Leased Premises. In addition, if any work associated with radioactive materials is to be undertaken by Tenant in the Approved Leased Premises, Tenant Improvement Plans shall be obligated to obtain a radiation license along with establishing any appropriate associated programs; provided, however, notwithstanding that Tenant may have obtained a radiation license, Tenant shall notify Landlord’s Radiation Safety Officer (the “RSO”) of Tenant’s intent to use radioactive materials within the Leased Premises prior to any such use, and such proposed use shall be made without subject to the RSO’s prior review and written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofapproval.

Permits. In order The Licensee shall apply for and use active and diligent efforts to expedite obtain in a timely manner and in final form all applicable federal, state, regional, and local permits, licenses, authorizations, certifications, determinations, and other governmental approvals for purposes of implementing the Project License (Permits). Active and diligent efforts include, but are not limited to, seeking appropriate administrative review of permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence decisions and fully complete the construction of the Tenant Improvementsreapplying as necessary. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Permit applications shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same consistent with this Settlement Agreement. The Licensee shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if pay all fees required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary law related to enable Tenant to obtain any such permitsPermits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which The Licensee shall not be unreasonably withheldheld in breach of this Settlement Agreement if it cannot legally implement an action because all applicable Permits required for that action have been applied for but are not yet obtained, or because a necessary Permit has been denied or includes a Material Modification of the Settlement Agreement. If a proceeding challenging any Permit required for the action has been commenced, the Licensee shall be under no obligation under this Settlement Agreement to implement the action or any related action until any such proceeding is terminated. If any Permit has been denied or challenged, includes a Material Modification of the Settlement Agreement, or is not obtained in a timely manner, the Parties shall confer to evaluate the effect of such event on implementation of this Settlement Agreement and the Project License and to seek to develop actions to respond to that event. The Parties recognize that a Permit delay or denial, or a Permit that contains a Material Modification of the Settlement Agreement, in itself does not alleviate the Licensee’s responsibility to comply with a License Article but may be the basis for requesting FERC to amend the License. If the Parties do not agree on actions to respond to that event, a Party may initiate ADR pursuant to section 5 to address the issue of necessary actions to respond to Permit delays or denials or Material Modifications. In the event that the Parties do not agree on actions to respond to a Permit delay or denial or Material Modifications, then the Permit delay or denial or Material Modifications may constitute material new information or a basis for withdrawal pursuant to section 6. Nothing in this section shall be construed to limit the Licensee’s right to apply for a Permit before issuance of the Project License, provided that if any such applications shall not contain a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Material Modification of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofSettlement Agreement.

Permits. In order 7.1.1 The Sellers undertake to expedite cause the permitting processCompany and the Subsidiaries to submit, prior to Landlord's approval pursuant to Section 2.3 abovebefore the Closing Date, Tenant may submit the Final Working Drawings thorough and complete applications to the appropriate municipal authorities for relevant Public Authority to obtain all outstanding Permits, including those listed on Schedule 19 and all Permits necessary to allow Landlord's contractor to commence and fully complete that are not listed on Schedule 19 but which are required by the construction Company or any Subsidiary for the continued (i) conduct of their respective business and/or (ii) ownership and/or operation of their respective assets existing on the date of the Tenant Improvementssigning of this Agreement (collectively, the “Required Permits”). Notwithstanding The Sellers will support, to the foregoingfullest extent permitted by Governing Law, Tenant acknowledges that Landlord does not waive the right to approve Company’s and the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection relevant Subsidiary’s communication with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionrelevant Public Authority following the submission of such applications, to take part in all phases request the issuance of the permitting process Required Permits on an expedited basis. The Parties agree that other than as disclosed on the Documents Index, before the General Assembly Date, the Sellers will not cause the Company to pay more than € 500,000 (five hundred thousand Euro) in application fees to obtain all of the Required Permits. 7.1.2 Following the General Assembly Date, the Sellers shall continue, in accordance with the Governing Law, to support and shall supply Landlord, as soon as possible, with all plan check numbers assist the Company and dates of submittal and obtain the Permits relevant Subsidiary (ies) in obtaining on or before 31 December 2005 the date set forth in the Construction Schedule. Notwithstanding anything Required Permits (which were required prior to the contrary set forth General Assembly Date). The Sellers undertake to fully co-operate with the Purchaser, the Company, and each Subsidiary, to the fullest extent permitted by Governing Law, to put the Company and the Subsidiaries after the General Assembly Date in this Section 2.4a position to continue their respective operations, Tenant hereby agrees as conducted prior to the General Assembly Date, pending the obtaining of, and notwithstanding the lack, of the Required Permits (which were required prior to the General Assembly Date). On and as from the General Assembly Date, the Sellers shall procure, to the extent permitted by Governing Law, that neither Landlord nor Landlord's consultants shall be responsible for obtaining Governmental Authorities do not interfere with or cause the cessation of the operation or asset(s) of the Company and/or any building permit for the Tenant Improvements and that the Subsidiary pending their respective obtaining of the same shall be Tenant's responsibility Required Permits (provided that Contractor shall submit its license number with which were required prior to the plans and shall also submit proof General Assembly Date). 7.1.3 On or before 31 March 2007 the Purchaser will deliver to the Government the list of liability insurance if Permits required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications Company and performing other ministerial acts reasonably necessary the Subsidiaries to enable Tenant to obtain any such permits. No changes, modifications or alterations in operate those assets owned by the Approved Tenant Improvement Plans may be made without Company and the prior written consent of LandlordSubsidiaries before the General Assembly Date, which shall not be unreasonably withheldPermits remain outstanding on 31 March 2007, provided or such other date as is stated on the list (the “Updated Permit List”). The Sellers’ indemnification obligation under Clause 7.2.1(a) will continue to apply only to the Permits listed on that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofUpdated Permits List.

Permits. In order Remainco shall cooperate with Spinco and Remainco shall use reasonable best efforts to expedite finalize or effectuate the permitting process, prior Transfer of any Permits to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction a member of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges Spinco Group that Landlord does is designated as a Spinco Asset and that is not waive the right already Transferred to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases a member of the permitting process Spinco Group as of the Closing. Spinco shall cooperate with Remainco and shall supply Landlorduse reasonable best efforts to finalize or effectuate the Transfer of any Permits to a member of the Remainco Group that is designated as an Remainco Retained Asset and that is not already Transferred to a member of the Remainco Group as of the Closing Date. If any Permit cannot be Transferred, then until such Permit terminates in accordance with its terms, the Parties shall use their reasonable best efforts to develop and implement arrangements to give to a member of the Spinco Group or a member of the Remainco Group, as soon applicable, the ability to continue to operate the Spinco Business or the Remainco Retained Business, as possibleapplicable, with all plan check numbers and dates as presently conducted under the terms of submittal and obtain any such Permit (the arrangements contemplated by this sentence, “Permits on or before the date Alternative Arrangements”). Except as otherwise set forth in the Construction ScheduleMerger Agreement (the provisions of which shall control with respect to the Parties’ agreements regarding and the obtainment of Governmental Approvals and Consents required to consummate the Contemplated Transactions), Remainco and Spinco shall cooperate and use their respective reasonable best efforts to seek and obtain, in accordance with applicable Law, any necessary Governmental Approvals and Consents for the Transfer of all Permits contemplated to be Transferred pursuant to this Article I to the extent permitted by applicable Law. No member of the Remainco Group and no member of the Spinco Group shall be required to compensate any Third Party, commence or participate in any litigation, or offer or grant any accommodation (financial or otherwise) to any Third Party to obtain any Consent necessary to Transfer any Permit and no member of the Spinco Group shall take any of the foregoing actions without the consent of Buyer. If Remainco and ▇▇▇▇▇ mutually agree to pay a consent fee to obtain a Permit, then Remainco and Buyer shall each pay, or cause to be paid, fifty percent (50%) of such consent fee. The Parties acknowledge that this Section 1.6 does not apply to Permits that are Spinco Assets and are already held by a member of the Spinco Group as of the date hereof. Notwithstanding anything to the contrary set forth contained in this Section 2.41.6, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining provisions of the same Merger Agreement shall be Tenant's responsibility (provided that Contractor shall submit its license number control with respect to the plans Parties’ rights and shall also submit proof of liability insurance if obligations relating to obtaining Governmental Approvals required by to consummate the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofContemplated Transactions.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to (a) Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for 3.16(a) of Seller’s Disclosure Schedule sets forth all material Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes required under applicable Law in such drawings after the same have been submitted for permits. In connection with the permitting processconstruction, Tenant shall coordinate ownership, operation, maintenance or use of the Facility, including, if applicable, any Permits held by other parties that, to Seller’s Knowledge, are necessary for the operation of the Facility (the “Facility Permits”). (b) Except as set forth in Section 3.16(b) of Seller’s Disclosure Schedule, Seller and its Affiliates are in compliance in all material respects with Landlord each Facility Permit and each Facility Permit (i) is in order full force and effect, (ii) is not subject to any Proceeding or to any unsatisfied condition that (A) is not reasonably expected to be satisfied or (B) if not satisfied could reasonably be expected to allow Landlord, at its option, to take part in material modification or revocation thereof and (iii) is final and all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date applicable appeal periods set forth in the Construction ScheduleLaw pursuant to which such Facility Permit was issued have expired or terminated. Notwithstanding anything To the extent required by applicable Law, Seller or its Affiliate (or such other party who holds such Facility Permit) has filed in a timely fashion for a renewal of the Facility Permits to allow Seller and its Affiliates to continue to operate the contrary Facility in compliance in all material respects with applicable Law. (c) Except as set forth in this Section 2.43.16(c) of Seller’s Disclosure Schedule, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall all of the Transferred Permits may lawfully (i) be responsible for transferred or assigned, or issued or reissued, to Purchaser on or prior to the Closing Date, by filing the required notices and obtaining any building permit for required consents or approvals, if necessary or (ii) if such transfer, assignment, issuance or reissuance cannot take place on or prior to the Tenant Improvements Closing Date, be transferred, assigned, issued or reissued after the Closing Date by filing the required notices and that obtaining any required consents or approvals. The transfer of Seller’s and its Affiliates’ interests in each Transferred Permit to Purchaser shall not breach the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications terms thereof or alterations result in the Approved Tenant Improvement Plans may be made without the prior written consent forfeiture or impairment of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofany rights thereunder.

Permits. In order If any governmental license or any permit, other than a certificate of occupancy for the entire Building and/or Premises, shall be required for the proper and lawful conduct of Tenant’s business in the Premises and if failure to expedite secure such license or permit would in any way adversely affect Landlord or the permitting processBuilding, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlordthen Tenant, at its optionexpense, shall duly procure and thereafter maintain such license or permit and submit the same to take part Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license or permit. In no event shall Tenant’s failure to procure or maintain such license or permit relieve Tenant from its obligations under this Lease. Landlord, throughout the Term, shall refrain from altering or modifying the permanent or temporary certificate of occupancy for the Building in all phases any manner which would have the effect of (I) depriving Tenant of the permitting process and shall supply Landlord, legal right to the use of the Premises as soon as possible, with all plan check numbers and dates of submittal and obtain “offices” at occupancy levels which are not less than the Permits on or before the date occupancy levels set forth in the Construction Schedule. Notwithstanding anything existing certificate of occupancy for the Building, a copy of which is attached hereto as Exhibit O (the “existing certificate of occupancy”), or (II) eliminate Tenant’s right to cause each floor of the Premises to be loaded with a load at least equal to the contrary permitted floor load set forth on the existing certificate of occupancy. Landlord and Tenant acknowledge that the current certificate of occupancy for the Building does not provide for Tenant’s use of the Terrace as described in this Section 2.4Article 28, Tenant hereby agrees and that neither Landlord nor Landlord's consultants Tenant’s use thereof shall be responsible for subject to Tenant obtaining any building permit for an amendment to the certificate of occupancy permitting such use. Tenant Improvements shall engage Landlord’s expeditor, Millrose Associates, to seek such amendment, and that the obtaining of the same Landlord shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in and such expeditor by executing permit applications applications, and performing other ministerial acts reasonably necessary to enable Tenant to obtain any providing information and plans such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans as may be made in Landlord’s possession, all without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, liability to Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofand at Tenant’s sole but reasonable expense.

Permits. In order to expedite the permitting process(a) Except as provided in Section 6.6(b), prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Lessee shall be responsible for obtaining and maintaining in full force and effect any building permit Permits necessary for its use of, activities at, or the Tenant Improvements and that the obtaining conduct of the same shall be Tenant's responsibility (provided that Contractor shall submit Lessee Business at, the Leased Premises, and otherwise in connection with Lessee’s use and occupation of the Leased Premises or its license number with the plans leasehold interest in this Land Lease. On default of Lessee in obtaining and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain preserving any such permits. No changesnecessary Permits in a timely manner, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of LandlordLessor may, which but shall not be unreasonably withheldrequired to, provided obtain and maintain such Permits on Lessee’s behalf, and the documented out-of-pocket costs, fees, expenses and changes thereof shall constitute Additional Rent. (b) Each of Lessor and Lessee acknowledge that if a proposed change would directly certain Permits for Lessor’s current facilities and operations at the Property (including without limitation, the Site Petroleum Storage License and the Site SPEDES Permit) are Permits that apply to operations at the entire Property or indirectly delay to operations on the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Leased Premises and certain other portions of the LeaseProperty. If and to the extent that such Permits are not divided between Lessor and Lessee, Landlord Lessor will continue to hold and maintain, and allow Lessee to reasonably participate in any future renewals or modifications of, such Permits (“Shared Permits”), and Lessee may proceed conduct its uses, operations and activities on the Leased Premises under the authority of such Shared Permits, subject to establish a Tenant Delay pursuant the following terms and conditions: (i) Responsibility for the operation and maintenance of related facilities, sampling, monitoring, reporting and other actions required under such Shared Permits shall be allocated as between Lessor and Lessee in the manner set forth on Exhibit 6.6(b)(i) hereto, and Lessee shall pay Lessor for the actual and reasonable costs of providing such services to Section 4 hereofbe provided by Lessor. (ii) Lessee shall be solely responsible for compliance with the emission or effluent limitations or other requirements set forth in the Shared Permits or under other Environmental Laws applicable to both Lessee’s predecessor in interest’s uses, activities and operations, and Lessee’s uses, activities and operations, at the Leased Premises, including in respect of all applicable Pre-Existing Environmental Conditions. Lessee shall indemnify, defend and hold harmless the Lessor Indemnified Parties from and against all Losses arising from any violation of the Shared Permits or of any other Environmental Laws arising from or related to Lessee’s uses, activities and operations at the Leased Premises or on any other portion of the Property (including the Common Areas and licensed access areas). (iii) Lessor shall be solely responsible for compliance with the emission or effluent limitations or other requirements set forth in the Shared Permits or under other Environmental Laws applicable to both Lessor’s predecessor in interest’s uses, activities and operations, and Lessor’s uses, activities and operations, at the Leased Premises or any other portion of the Property, including in respect of all applicable Pre-Existing Environmental Conditions. Lessor shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against all Losses arising from any violation of the Shared Permits or of any other Environmental Laws arising from or related to Lessor’s uses, activities and operations at the Leased Premises or on any other portion of the Property (including the Common Areas and licensed access areas) (iv) Neither Party shall operate their respective Business nor conduct or permit operations or activities on their respective properties that would be reasonably likely to jeopardize or impair any air exclusive zone or any other Permits of the other Party. Without limiting the foregoing, Lessor shall control all public access to the Leased Premises within the air exclusion zone as detailed on Exhibit 6.6(b)(iii) for purposes of maintaining the air exclusion zone in the Leased Premises thereafter.] (c) Each of Lessor and Lessee acknowledge that certain Permits for the operations at the Leased Premises currently held by Lessor may need to be transferred or reissued to Lessee with the approval of the issuing Governmental Entities, but that such Government Entities may not approve transfer or reissuance of such Permits until after the Effective Date (if at all). Unless

Permits. In order If there are water management tracts, wetlands, or other areas subject to expedite permits issued by the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings South Florida Water Management District (“SFWMD”) and/or Army Corp of Engineers (“ACOE”) with respect to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction Land (collectively, “Water Permits”), Grantee shall (i) accept a partial transfer of the Tenant ImprovementsWater Permits applicable to the Land, (ii) comply with the Water Permits applicable to the Land, and (iii) work under the Water Permits with others who are entitled to work under the Water Permits applicable to the Land, and/or (iv) assist in closing out the Water Permits and establishing Water Permits in ▇▇▇▇▇▇▇’s own name. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive Grantor shall have the right to approve assign its rights under these Restrictive Covenants to an assignee by an assignment recorded in the Final Working Drawings Public Records of St. Lucie County, Florida (such assignee being the “Assignee”). Upon such assignment, the Assignee shall have all rights of Grantor under these Restrictive Covenants and the Grantor shall no longer have such rights. After assignment of such rights to the Assignee, any waiver or amendment of these Restrictive Covenants shall require the written consent of the Assignee and not the Grantor. THIS ASSIGNMENT AND ASSUMPTION OF PERMITS (“Assignment”) is made on On the Effective Date Assignor has transferred and conveyed to Assignee by electing to submit Special Warranty Deed that certain parcel of land of located in Port St. ▇▇▇▇▇, Florida, and more particularly described as follows (the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. “Property”): [LEGAL DESCRIPTION TO BE DETERMINED] In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases conveyance of the permitting process Property to Assignee, ▇▇▇▇▇▇▇▇ has agreed to assign to Assignee the Assignor’s rights under certain permits and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything approvals applicable to the contrary set forth Property, and the Assignee has agreed to assume those rights NOW, THEREFORE, in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining consideration of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with Property and for other good and valuable consideration, the plans receipt and shall also submit proof sufficiency of liability insurance if required by the City of Livermore); furtherwhich is hereby acknowledged, Landlord shall, in any event, cooperate with Tenant in executing permit applications Assignor and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work Assignee agree as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.follows:

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Applicable Laws that apply to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings and by electing to submit (the Final Working Drawings for permit prior to Landlord's approval, “Permits”). Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changesAny amendments or revisions to the Approved Working Drawings that may be necessary to obtain any such Permits, modifications or alterations which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 6 below. If Landlord disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that Tenant, at Tenant’s expense (subject to application of the Construction Allowance), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Work, including, but not limited to, any “path of travel” or other work outside the Premises; provided, however, that Landlord may elect upon written notice to Tenant, to perform any such work in the Approved Tenant Improvement Plans may be made without Outside Areas or elsewhere outside the prior written consent of LandlordPremises, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofat Tenant’s expense.

Permits. In order to expedite All “Permits” (as defined below) in respect of the permitting processMiami Jai-Alai Facility, prior to Landlord's approval pursuant to Section 2.3 abovethe Ft. ▇▇▇▇▇▇ Property, Tenant may submit the Final Working Drawings Parking Lot Property and the Contractor-Related Property required by applicable laws for any demolition have been validly issued and are in full force and effect, and all fees therefor have been fully paid. The Borrower has duly applied for all governmental underground and foundation Permits required by applicable laws in respect of the Miami Jai-Alai Facility, the Ft. ▇▇▇▇▇▇ Property, the Contractor-Related Property and the Parking Lot Property, if any. Prior to the appropriate municipal authorities for commencement of construction in respect of the Miami Jai-Alai Facility, and at all times as the construction progresses, the Borrower covenants to promptly obtain, as and when they become necessary, all Permits necessary required by applicable laws to allow Landlord's contractor construct, occupy and operate the Miami Jai-Alai Facility. The Borrower covenants not to commence submit any draw requests, and agrees that it shall not have the right to receive any draws, with respect to any work for which certain Permits are required, until such time as the Borrower has procured the same in accordance with applicable laws. The Borrower knows of no groups, organizations or people that are contesting the development, construction and/or use of the Miami Jai-Alai Facility, the Ft. ▇▇▇▇▇▇ Property, the Parking Lot Property or the Contractor-Related Property. Respecting all Permits required in connection with the construction, occupancy and operation of the Miami Jai-Alai Facility, the Ft. ▇▇▇▇▇▇ Property, the Contractor-Related Property and the Parking Lot Property, the Borrower further represents, warrants and covenants that (i) all such Permits either are or will be in full force and effect upon their issuance and all fees therefor either have been or will be fully complete paid, and the Borrower has performed and observed and will perform and observe all requirements of such Permits or, if the stage of construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord Project does not waive allow the right issuance of all such Permits, then Borrower shall provide evidence, reasonably satisfactory to approve Administrative Agent that as the Final Working Drawings construction progresses Borrower will promptly obtain and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything deliver to the contrary set forth in this Section 2.4Administrative Agent such Permits as and when they become available (which evidence shall include, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility without limitation, an architect’s certificate (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if as required by the City Disbursement Agreement) or opinion of LivermoreBorrower's counsel reciting the above matters and listing all such Permits and/or necessary easements, together with copies of all Permits, utility letters, and/or grants of easements as the Administrative Agent may require); further, Landlord shall(ii) no event will have occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation, modification, suspension or termination by the issuer thereof or in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain impairment of the rights of the holder of any such permits. No changesPermit, modifications (iii) no such Permits will contain any restrictions, either individually or alterations in the Approved Tenant Improvement Plans aggregate, that will be unreasonably burdensome to the Borrower or the Miami Jai-Alai Facility, the Ft. ▇▇▇▇▇▇ Property, the Parking Lot Property or the Contractor-Related Property, (iv) the Borrower will have no knowledge that any Governmental Authority (including any Gaming Authority or Liquor Authority) is considering limiting, modifying, suspending, revoking or renewing on unreasonably burdensome terms any such Permit, and (v) the Borrower reasonably believes that each such Permit will be timely renewed and complied with, without undue expense or delay, and that any Permit not required to have been obtained by the date this representation is deemed made that may be made required of such Person is of a type that is routinely granted on application and compliance with the conditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, without undue expense or delay) and will be timely obtained and complied with, without undue expense or delay. Holdings and the prior written consent Borrower will obtain and maintain all Permits required to operate slot machine gaming at the Miami Jai-Alai Facility. For purposes hereof, “Permits” means all franchises, Gaming Licenses and other licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, variances, qualifications, easements, rights of Landlordway, liens and other rights, privileges and approvals required under all applicable laws, including all Gaming Laws and Liquor Laws, to which shall not be unreasonably withheldthe Borrower, provided that if a proposed change would directly its Affiliates, the Miami Jai-Alai Facility, the Ft. ▇▇▇▇▇▇ Property, the Parking Lot Property or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofContractor-Related Property are subject.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, “Approved Working Drawings”) prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleSchedule 2. Notwithstanding anything to the contrary set forth in this Section 2.43.4, and except as expressly set forth in Section 1 of this Tenant Work Letter, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of this Tenant Work Letter; provided, further, that to the Lease, Landlord may proceed to establish extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 4 hereof5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, “Approved Working Drawings”) prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 3.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedulesubmittal. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same on or before the date set forth on Schedule 1 shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 4.1 of the Lease, Landlord may proceed to establish a this Tenant Delay pursuant to Section 4 hereofWork Letter.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, “Approved Working Drawings”) prior to Landlord's the commencement of the construction of the Tenant Improvements, which approval pursuant to Section 2.3 aboveshall not be unreasonably withheld, conditioned or delayed. Tenant may shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction SchedulePermits. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (’s responsibility; provided however that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of the Lease, Landlord may proceed to establish a this Tenant Delay pursuant to Section 4 hereofWork Letter.

Permits. In order (a) Buyer shall be fully responsible for and shall pay all costs and fees required to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for be paid in connection with transfer of any and all Permits currently held by Seller, and shall pay all transfer and license fees in connection therewith, as well as applying for and obtaining any and all new licenses, permits, certificates and/or approvals necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes or appropriate in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant operation of the Property and the consummation of the purchase and sale of the Property. Buyer shall coordinate prosecute its applications in accordance with Landlord in order to allow Landlordthe rules and procedures set forth under applicable law. Seller shall, at the sole cost and expense of Buyer, cooperate in a reasonable manner to assist Buyer in obtaining the transfer or issuance of such licenses, permits, certificates and approvals. Buyer acknowledges and agrees that it may not be possible to complete such transfers or issuances prior to the Closing, and Seller covenants and agrees that it shall cooperate reasonably with Buyer or its option, to take part in all phases management company for the continued operation of the permitting process Property under the existing Permits to the extent permitted by applicable law, at the sole cost and shall supply Landlordexpense of Buyer, and provided that Buyer at Buyer’s sole cost and expense maintains and keeps in effect such insurance for the benefit of Seller as soon as possibleSeller may reasonably required (and Buyer and Buyer’s Principals, jointly and severally, hereby agree to protect, defend (with counsel reasonably acceptable to Seller), indemnify and hold harmless Seller and the other Seller Parties from and against any and all plan check numbers liabilities, actions, suits, liens, fines, penalties, judgments, losses, costs, damages, expenses (including, without limitation, reasonable attorneys’ fees and dates expenses), claims and demands of submittal any nature whatsoever suffered or incurred by or made against Seller an/or the other Seller Parties, arising out of or in any way relating to cooperation and obtain continued operation of the Permits on or before the date set forth Property). Anything in the Construction Schedule. Notwithstanding anything this Agreement to the contrary notwithstanding, nothing in this Agreement shall make Buyer’s obligations under this Agreement subject to the transferability of any of the Permits to Buyer, and Buyer’s obligations under this Agreement shall remain unamended and in full force and effect, and the Closing shall take place as provided in this Agreement (except that Seller shall not transfer to Buyer any Permit unless it shall be lawful and permissible for Seller freely to do so), without any abatement of or credit against the Purchase Price nor to any liability on the part of Seller. This paragraph shall not be applicable to the Liquor License, the transfer of which shall be governed by Section 11.15. (b) The provisions of Section 11.4(a) and any other provision of this Agreement to the contrary notwithstanding, in the event that any governmental or quasi-governmental authority requires a resale certificate, certificate of occupancy, certificate of continued occupancy, smoke detector permit, fire alarm permit, fire sprinkler permit, or any other permit, license, certificate or approval in connection with the transfer of the Property contemplated by this Agreement, and/or the use or occupancy of the Property or any part thereof from or after the Closing, including without limitation the use or occupancy of the catering premises demised pursuant to the Operating Lease (“Certificates”), Buyer, at Buyer’s sole expense, and in a timely manner, shall be responsible for procuring and shall procure all such Certificates and shall be responsible for making and shall make any repairs, replacements or improvements required therefor; and the absence of any such Certificate shall not give rise to any right on the part of Buyer to omit or fail to close the transaction described in this Agreement as and when set forth in this Section 2.4Agreement, Tenant hereby agrees that neither Landlord nor Landlordgive rise to any abatement of or credit against the Purchase Price nor to any liability on the part of Seller; and Buyer and Buyer’s Principals, jointly and severally, shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and the other Seller Parties from and against any and all claims, demands, losses, fines, penalties, costs, expenses (including attorney's consultants shall be responsible for obtaining any building permit for fees and expenses), liabilities and obligations which Seller and/or the Tenant Improvements and that the obtaining other Seller Parties may suffer or incur by as a result of the failure or omission of Buyer to obtains all such Certificates same in a timely manner (and the provisions hereof shall be Tenant's responsibility (provided that Contractor survive the Closing). Nothing herein or otherwise in this Agreement shall submit its license number with condition the plans and shall also submit proof obligations of liability insurance if required by Buyer under this Agreement upon the City issuance or obtainment of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changesCertificates, modifications and notwithstanding the lack of issuance or alterations obtainment of any thereof, Buyer shall remain fully liable and obligated as provided in this Agreement. (c) The provisions of this Section 11.4 shall survive the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofClosing.

Permits. In order to expedite As soon as practicable following completion of the permitting processFinal Plans, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may Lessee shall submit the Final Working Drawings Plans to all appropriate governmental authorities, pay the appropriate municipal authorities for filing fees, and attempt to obtain all Permits permits and approvals (the “Permits”) necessary or appropriate to allow Landlord's contractor to commence and fully complete the construction of the Tenant Lessee Improvements. Notwithstanding If, as part of the foregoingprocedure of obtaining or attempting to obtain Permits, Tenant acknowledges that Landlord does not waive the right to approve any governmental agencies or authorities request changes in the Final Working Drawings and by electing to submit Plans, the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants Plans shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary modified to enable Tenant to obtain any incorporate such permits. No changes, modifications changes unless Lessor or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of LandlordLessee do not approve thereof, which approval shall not be unreasonably withheld, provided that if a proposed change would directly . The Architect shall promptly revise the Final Plans as required by such governmental agencies or indirectly delay authorities unless such required revisions are reasonably disapproved of by Lessor or Lessee. If such Permits are not obtained within ninety (90) days following Lessor’s or the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Architect’s submission of the LeaseFinal Plans for such Permits, Landlord may proceed then Lessor shall have the option of terminating this Lease at any time thereafter upon at least ten (10) days’ prior written notice thereof to establish a Tenant Delay pursuant Lessee. In the event of such termination, Lessee shall immediately pay all costs and expenses of the Architect relating to Section 4 hereofthe preparation and completion of the Schematic Drawings and Final Plans for Permits, together with all fees and costs of submitting the Final Plans for Permits, and each party shall otherwise be released of all further liability arising under this Lease (except for those liabilities accruing prior to the termination). Except as provided above, Lessor and Lessee shall otherwise each bear its own costs to the date of such termination.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, “Approved Working Drawings”) prior to Landlord's approval pursuant to Section 2.3 above, the commencement of the construction of the Tenant may Improvements. Tenant shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building permits necessary to allow Landlord's contractor “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing“Permits”), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction ScheduleSchedule 1. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility ’s responsibility; provided however that (provided that Contractor i) Landlord shall submit its license number with be responsible to the plans extent Tenant is unable to obtain such Permits due to Landlord’s failure to perform the Landlord Work in a good and shall also submit proof of liability insurance if required by the City of Livermore)workmanlike manner; further, and (ii) Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitspermit or certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" EXHIBIT B CHINA BASIN LANDING “Substantial Completion” of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of this Tenant Work Letter; provided that Landlord shall give Tenant notice of any such anticipated delays and the Lease, Landlord may proceed cost of such change to establish the Approved Working Drawings; and provided further that if Tenant agrees that any resulting delay would constitute a Tenant Delay delay pursuant to Section 4 hereof5 below and if Tenant agrees to pay any additional costs which arise as a result of such changes, modifications or alterations, then Landlord will not withhold its consent to such changes, modifications or alterations, unless a design problem exists.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 aboveAs expeditiously as possible, Tenant may submit shall file any and all applications, plans and speci�cations, and pay for any all fees and obtain all permits, certi�▇▇▇▇▇ and other approvals required by the Final Working Drawings to jurisdiction in which the appropriate municipal Building is located and any other authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes havingjurisdiction in such drawings after the same have been submitted for permits. In connection with the permitting processcommencement and completion of Tenant's Work, Tenant shall coordinate with Landlord and diligently and in order to allow Landlord, at its option, to take part in good faith pursue same so that all phases of the permitting process permits and shall supply Landlord, approvals are issued as soon as possiblepracticable. If minor modi�cations are at any time required by government authorities to any such plans or speci�cations, with then Tenant shall make such modi�cations. Tenant shall permit Landlord to assist Tenant in obtaining all plan check numbers such permits and dates other items. Tenant shall obtain all governmental approvals required for the completion of submittal the Tenant’s Work. Copies of all building permits and obtain the Permits on or before the date set forth approvals are to be forwarded to Landlord. 12, Contractor Insurance. Tenant's contractors and subcontractors shall be required to provide, in the Construction Schedule. Notwithstanding anything addition to the contrary set forth in this Section 2.4, insurance required of Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary pursuant to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 XIII of the Lease, Landlord the following types of insurance: (a) Builder's Risk Insurance. At all times during the period between the commencement of construction of Tenant's Work and the date (the “Opening Date”) on which the Tenant’s Work is completed, Tenant shall maintain, or cause to be maintained, casualty insurance in Builder's Risk Form covering Landlord, Landlord's architects, Landlord's contractor or subcontractors, if applicable, Tenant and Tenant's contractors, as their interest may proceed appear, against loss or damage by �re, vandalism, and malicious mischief and other such risks as are customarily covered by the so—called "broad form extended coverage endorsement" upon all Tenant's Work in place and all materials stored at the site of Tenant's Work, and all materials, equipment, supplies and temporary structures of all kinds incident to establish Tenant's Work and builder's machinery, tools and equipment, all while forming a Tenant Delay pursuant to Section 4 hereofpart of, or on the Premises, or when adjacent thereto, while on drives, sidewalks, streets or alleys, all on a completed value basis for the full insurable value at all times. Said Builder's Risk Insurance shall contain an express waiver of any right of subrogation by the insurer against Landlord, its agents, employees and contractors.

Permits. In order (a) Parent, US Merger Sub HoldCo and Parent's Material Subsidiaries are in possession of, and have been issued, all material Permits necessary for the Parent, US Merger Sub HoldCo and Parent's Material Subsidiaries to expedite own, lease and operate their respective properties and assets and to conduct the permitting processBusiness as currently conducted and as conducted since the Lookback Date. All applications for or renewals of all such material Permits have been timely filed or made. All such material Permits of the Parent, prior US Merger Sub HoldCo and Parent's Material Subsidiaries are valid and in full force and effect and, except as set forth on Section 4.06(a) of the Parent Disclosure Schedules, (i) will not be subject to Landlordany revocation, termination, suspension, cancellation, lapse, material adverse modification, refusal to renew, or obligation to reapply as a result of the consummation of the Contemplated Transactions, and are expected to remain in full force and effect immediately following the Closing, (ii) there are no material outstanding fees or charges due and payable with respect to such material Permits, (iii) Parent, US Merger Sub HoldCo and Parent's approval pursuant Material Subsidiaries are in compliance in all material respects and, since the Lookback Date, have been in compliance in all material respects with all Permits, (iv) no revocation, cancellation, suspension, termination, refusal to Section 2.3 aboverenew, Tenant may submit material adverse modification or expiration of any Permit is pending or threatened other than expiration or termination in accordance with the Final Working Drawings terms thereof, which terms do not expire as a result of the consummation of the Contemplated Transactions, (v) since the Lookback Date, Parent, US Merger Sub HoldCo and Parent's Material Subsidiaries have not received any written or, to the appropriate municipal authorities for all Parent's Knowledge, oral notice from any Governmental Authority of any actual or alleged material violation or material non-compliance regarding any material Permits necessary to allow Landlordor alleging that the Parent, US Merger Sub HoldCo and Parent's contractor to commence Material Subsidiaries do not have a required material Permit, and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant (vi) there is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionno material Action pending or, to take part in all phases the Parent's Knowledge, threatened Action seeking a material adverse modification of the permitting process and shall supply Landlordany material permit or to revoke, as soon as possiblecancel, with all plan check numbers and dates of submittal and obtain the Permits on suspend, terminate, or before the date set forth in the Construction Schedule. Notwithstanding anything refuse to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining renew any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofPermit.

Permits. In order to expedite The Final Working Drawings shall be approved by Landlord (the permitting process, "Approved Working Drawings") prior to the commencement of the construction of the Improvements. Following Landlord's approval pursuant to Section 2.3 aboveof the Approved Working Drawings, Tenant may the Architect shall immediately submit the Final Approved Working Drawings to the appropriate municipal authorities for all Permits applicable building and other permits necessary to allow Landlord's contractor "Contractor," as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements (the foregoing"Permits"), Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaland, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedulesubmittal. Notwithstanding anything to the contrary set forth in this Section 2.43.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same permits shall be Tenantthe Architect's responsibility (provided and the obtaining of the certificate of occupancy for the Premises shall be Contractor's responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant and the Architect in executing permit applications and performing other ministerial acts reasonably necessary to enable 701285.05/WLA214064-00137/12-20-12/eg/eg EXHIBIT ▇-▇- ▇▇▇▇▇▇ ▇▇▇▇▇▇ DEL MAR[Second Amendment/Substitute Premises Amendment][Volcano Corporation] Tenant to obtain any such permitspermit or the Contractor to obtain the certificate of occupancy. No changes, modifications or alterations in the Approved Tenant Improvement Plans Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that Landlord may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if a proposed such change would directly or indirectly delay the "SUBSTANTIAL COMPLETIONSubstantial Completion" of Landlord's Work the Premises as that term is defined in Article 8 Section 5.1 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofthis Work Letter.

Permits. In order to expedite (i) The Permits currently held by the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit Authority for the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence ownership and fully complete the construction operation of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date System are set forth in Schedule 12, and at Closing, all the Construction SchedulePermits shall be in full force and effect. Notwithstanding anything Schedule 12 also designates which Permits are to be retained by the Authority, transferred to the contrary set forth in this Section 2.4Concessionaire, Tenant hereby agrees or have the Concessionaire added as co-permittee with the Authority. All Permits that neither Landlord nor Landlord's consultants are to be transferred to the Concessionaire, or that are required to be transferred to the Concessionaire for the proper operation of the System, are legally transferable to the Concessionaire and to the knowledge of the Authority are renewable under the same conditions currently applicable thereto. The Authority shall file the appropriate notices to add the Concessionaire on all Permits, (ii) Regardless of which Party holds the Permits, from and after the Closing, the Concessionaire shall be responsible for obtaining any building permit complying with the terms and conditions of all Permits held for the Tenant Improvements and that the obtaining ownership or operation of the same shall be Tenant's responsibility System (provided that Contractor shall submit its license number with other than the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of LandlordStorm Water permit, which shall remain the responsibility of the Authority); provided that the System, when operated in accordance with Prudent Industry Practices, is capable of complying with the terms and conditions of such Permits. For those Permits for which the Authority or the Borough is the permittee or co- permittee, at the request of the Concessionaire, the Authority or the Borough, as applicable shall reasonably cooperate with the Concessionaire as necessary to comply with any administrative requirements of such Permits, such as signing applications or reports that are required to be signed by permittee (when the Authority or the Borough is the sole permittee) or both permittees (when the Authority or the Borough is the co-permittee). In the event the Concessionaire requests the Authority or the Borough to execute any such application or report, the Concessionaire represents and warrants that all information contained in such application or report is true and correct. (iii) The Concessionaire shall not modify or amend any Permit without the Authority’s prior approval, which approval shall not to be unreasonably withheld, provided that if a proposed change would directly delayed or indirectly delay conditioned (provided, however, such approval is not required for the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined Concessionaire to reapply for an expiring Permit requesting the same terms and conditions contained in Article 8 of the Leaseexpiring Permit, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofor with minor modifications thereto).

Permits. In order to expedite the permitting process(a) Tenant shall obtain all permits, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal approvals and licenses from governmental authorities (“Required Permits”) required for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Initial Improvements, and use of the Initial Improvements, and for any other alterations, removals, installations, additions, changes, replacements or improvements to the Premises (collectively with the Initial Improvements, “Tenant ImprovementsWork”), and shall, upon written request, provide Landlord with a copy of each. Notwithstanding Upon full or partial completion of the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings Initial Improvements and by electing to submit the Final Working Drawings for permit prior to Landlord's approvaloccupying any part of the Premises for any purpose other than performing the Initial Improvements, and upon completion of any other Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processWork, Tenant shall coordinate with Landlord obtain from each authority granting the Required Permits such evidence of approval (“Required Approval”) as may be necessary to permit such part of the Premises to be used and occupied for the Permitted Uses (as defined in order Section 8.1 below). Tenant may occupy all or part of the Premises under temporary or conditional certificates of occupancy, but shall not be relieved from the obligation of obtaining permanent certificates of occupancy for the Initial Improvements or other similar licenses or permits required to allow permit the Premises to be used and occupied for the Permitted Uses. (b) Landlord, at its optionwithout cost to it, promptly shall execute and deliver any reasonable documents which may be necessary to take part in all phases of the permitting process obtain or maintain any Required Permit or Required Approval and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, further cooperate with Tenant in executing permit applications and performing obtaining or maintaining any Required Permit or Required Approval, as Tenant may from time-to-time reasonably request; provided, however, that with the exception of zoning or other ministerial acts reasonably necessary matters, where ▇▇▇▇▇▇▇▇’s execution of petitions, application, appeals or other documents or joinder in proceedings may be required as a condition to enable Tenant Tenant’s proposed action, Landlord shall in no event be required to obtain join in or become a party to any document or proceeding in which it will oppose Landlord or any agency or subdivision thereof, nor shall Landlord be required in connection with any such permits. No changes, modifications document or alterations proceeding or otherwise to oppose in the Approved Tenant Improvement Plans may be any way any policy previously established by Landlord nor to take a position inconsistent with a position previously taken and made without the prior written consent of public by Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order to expedite the permitting process, prior to Landlord's Following approval pursuant to Section 2.3 above, Tenant may submit of the Final Working Drawings Drawings, Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to the appropriate municipal authorities for satisfy all Permits necessary to allow Landlord's contractor to commence and fully complete Laws applicable to, the construction of the Tenant ImprovementsImprovements in accordance with the Approved Working Drawings (the “Permits”). Notwithstanding the foregoingTenant shall provide Landlord with copies of any documents or applications filed by Tenant to obtain Permits concurrently with any such filing, but in no event shall Tenant acknowledges that Landlord does not waive the right to approve file any such documents or applications until the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsapproved. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's ’s consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided ’s responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without the prior written consent necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense, and submitted to Landlord for Landlord’s review and approval as a Change Order under Section 5 below. If Landlord disapproves of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly such amendments or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Leaserevisions, Landlord may proceed shall return the same to establish Tenant with a Tenant Delay pursuant to Section 4 hereofstatement of Exhibit B–4 Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended.

Permits. In order CONTRACTOR agrees to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities obtain and pay for all Permits permits and licenses necessary under Applicable Law for CONTRACTOR to allow Landlord's contractor to commence and fully complete operate the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsEquipment lawfully on CARRIER’s behalf. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be jurisdictions where CONTRACTOR is responsible for obtaining permits to operate lawfully in their territories, if CONTRACTOR chooses to have CARRIER obtain such permits and deduct the expense from CONTRACTOR’s gross compensation, by indicating such in Appendix A, CARRIER will obtain the permits and deduct or otherwise recover the amount(s) stated in Section 2 of Appendix A. In jurisdictions where only CARRIER (not CONTRACTOR) is eligible to apply for certain permits—such as the Oregon Weight-Mile Tax, permits to haul hazardous materials in or through the States of California, Colorado, Idaho, Nevada, or West Virginia, or to haul intrastate on CARRIER’s behalf in those States that impose initial per-vehicle filing fees for intrastate permits—CARRIER will obtain the permits and deduct or otherwise recover the amount(s) stated in Section 2 of Appendix A. If CONTRACTOR asks CARRIER to obtain a special permit required by App▇▇▇▇▇▇▇ Law for CONTRACTOR to haul any building particular shipment (e.g., an overdimensional permit for or a temporary permit), CARRIER will obtain the Tenant Improvements permit(s) and that deduct or otherwise recover the obtaining amount(s) stated in the Deductions Table. CONTRACTOR agrees to return all permits issued in ▇▇▇▇▇▇▇’▇ name to CARRIER upon termination of this ▇▇▇▇▇▇ent. No refund will be made to CONTRACTOR by CARRIER of the same shall permit expenses, even if returned permits are reused by CARRIER. CONTRACTOR will be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required liable to CARRIER for all expenses incurred by the City of Livermore); further, Landlord shall, in CARRIER due to CONTRACTOR’s failure to return any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changesIf CONTRACTOR asks CARRIER to make any changes to a permit (e.g., modifications to increase or alterations in decrease the Approved Tenant Improvement Plans may be made without vehicle-weight bracket), CARRIER will use its best efforts to make the prior written consent of Landlordchange and deduct or otherwise recover the related amount. CONTRACTOR may, which shall not be unreasonably withheldupon request, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 obtain an itemization of the Leaseamounts CARRIER has advanced for CONTRACTOR for permits, Landlord may proceed the portion of that amount already paid by CONTRACTOR, and the portion remaining. This itemization will separately identify each amount paid to establish the issuing jurisdiction, plus a Tenant Delay pursuant CARRIER Markup (if any), and any fees to Section 4 hereofa third-party service.

Permits. In order i. Set forth on Schedule 4(H) is a complete and accurate list of Acquired Permits, if any. The Acquired Permits constitute all transferable Permits necessary for Seller to expedite conduct the permitting processBusiness in compliance with all applicable Legal Requirements. Separately set forth on Schedule 4(H) is a true, prior to Landlord's approval pursuant to Section 2.3 abovecorrect and complete list of all Non-Assignable Permits and the purpose for each such Permit. The Acquired Permits when taken together with all Non-Assignable Permits (collectively, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for “Seller Permits”) constitute all Permits necessary to allow Landlord's contractor conduct the Business whether by Seller or Buyer, in compliance with all applicable Legal Requirements. Seller has conducted the Business in compliance with all terms and conditions of all Seller Permits. Seller has fulfilled and performed its obligations under each Seller Permit, and no notice of suspension, cancellation or of default or notice of any dispute concerning any such Seller Permit has been received by Seller, and there is no basis for any suspension or cancellation of default or any dispute with respect to commence any Seller Permit. Each Acquired Permit is valid, subsisting and in full force and fully complete transferable to Buyer at Closing without Consent. No Proceeding is pending or threatened to revoke, suspend, cancel or adversely modify any Acquired Permit and there are no facts or circumstances existing and no event has occurred that with the construction giving of notice, the lapse of time or both could result in initiation of any such Proceeding. ii. Seller currently operates the Business under those temporary Cannabis Permits separately listed on Schedule 4(H) (the “Temporary Cannabis Permits”). All Temporary Cannabis Permits will remain in full force and effect from the date hereof through June 19, 2018 (the “Initial Permit Termination Date”). The effectiveness of the Tenant ImprovementsTemporary Cannabis Permits may be extended by the applicable Governmental Entity for up to an additional 180 days from the expiration of the Initial Permit Termination Date (with the period beginning on the date hereof and ending at the close of the 180 day period following the Initial Permit Termination Date being referred to herein as the “Cannabis Permit Period”). iii. Notwithstanding Seller has received no notice from a Governmental Entity, and there are no facts or circumstances existing and no event has occurred, which with the foregoinggiving of notice, Tenant acknowledges that Landlord does not waive the lapse of time or both, would result in any applicable Governmental Entity denying Seller the right to approve extend the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases effectiveness of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain Temporary Cannabis Permits through the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereoffull Cannabis Permit Period.

Permits. In order Whenever the Licensee desires to expedite utilize District Facilities, it shall submit an application to District specifying the permitting processlocation of the District Facilities in question and the number and configuration of Equipment contemplated for each District Facility as indicated in the Multnomah County Permit Portal (hereafter, Application). A separate Application is required for Attachments to each District Facility. For example, use of three District Facilities would require three Applications. Licensee shall request a right of way permit from Multnomah County for use of Multnomah County right of way. District approval of any Attachments to District Facilities is conditioned upon Licensee successfully obtaining a Multnomah County right of way permit. Licensee is responsible for providing District with proof of any and all obtained County right of way permits prior to Landlord's approval pursuant the date the District approves the related Pole Attachment Permit Application. District may deny any Application for the following reasons: (i) insufficient capacity (when all potential accommodations have been reviewed by District and communicated to Section 2.3 Licensee); (ii) District Facilities are necessary for District’s sole business use; (iii) Licensee’s proposed Attachment violates any applicable federal, state, or local code, law, rule or regulation, or unduly compromises safety; (iv) Licensee’s proposed Attachment threatens the reliability or would likely negatively impact District’s system; (v) Licensee’s proposed Attachment does not comply with general applicable engineering standards, for the existing Pole or the proposed replacement Pole, if any; (vi) Licensee’s proposed Attachment is not in accordance with Exhibit A, District Pole Attachment Specifications; or (vii) Licensee’s failure to obtain a Multnomah County Right of Way permit. All requested Attachments are subject to field inspection to determine availability, suitability or capacity, as stated above, Tenant may submit and all Attachments are subject to field inspection to ensure that the Final Working Drawings to Equipment has been attached in accordance with this Agreement. District shall notify the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction applicant of the Tenant Improvementsdenial of any complete Application within forty-five (45) calendar days after receipt of such complete Application. Notwithstanding If the foregoingApplication is approved, Tenant acknowledges that Landlord does not waive District shall produce a signed permit (Permit) and return one copy of Permit to Licensee, or provide Written Notice or Electronic Notice to applicant. Licensee shall have the right to approve the Final Working Drawings and by electing make Attachments to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes District Facilities in such drawings after the same have been submitted for permits. In connection accordance with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases terms of the permitting process Permit and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedulethis Agreement. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants No Application shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications deemed an approved Permit without Written Notice or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofElectronic Notice indicating approval from District.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction Upon acceptance of the Tenant ImprovementsNew Project License and FERC approval of the applicable plans, Licensee shall apply for and use reasonable efforts to obtain in a timely manner and in final form all applicable federal, state, regional, and local permits, licenses, authorizations, certifications, determinations, and other governmental approvals for purposes of implementing this Settlement Agreement and the New Project License (Permits). Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings The applications for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection Permits shall be consistent with the permitting processterms of this Settlement Agreement. Each Party, Tenant upon the Licensee’s request, shall coordinate with Landlord in order use reasonable efforts to allow Landlordsupport the Licensee’s applications for Permits, at its option, to take part in all phases of the permitting process and shall supply Landlordnot file comments or recommend Permit conditions that are Inconsistent with this Settlement Agreement. However, the duty to affirmatively support the Licensee’s applications for Permits, such as soon as possiblefiling letters in support, with all plan check numbers and dates of submittal and obtain the Permits on shall not apply to a Federal or before the date set forth State Regulatory Party not participating in the Construction SchedulePermit application proceeding. Notwithstanding anything The Licensee shall pay all fees required by law related to such Permits. The Parties shall work together and cooperate as appropriate during the contrary set forth permitting, environmental review, and implementation of this Agreement. Except as expressly provided in this Section 2.4Settlement Agreement, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which Licensee shall not be unreasonably withheldrequired by this Settlement Agreement to implement an action required under this Settlement Agreement or the New Project License if a Permit has been denied, contains inconsistent or unreasonable conditions, or until all applicable Permits required for that action are obtained. If a proceeding challenging any Permit required for the action has been commenced, the Licensee shall be under no obligation under this Settlement Agreement to implement the action or any related action until a ny such proceeding is terminated. In the event any Permit has been denied, Licensee determines that the Permit contains inconsistent or unreasonable conditions, or any Permit is not obtained in a timely manner, the Parties shall confer to evaluate the effect of such event on implementation of this Settlement Agreement and seek to develop actions to respond to that event. If the Parties do not agree on actions to respond to that event and nonperformance or prolonged delay in performance of one or more PM&E measures due to the event materially reduces the benefit of this Settlement Agreement, a Party may initiate dispute resolution, except that dispute resolution regarding denial of a Permit shall be restricted to the issue of actions to respond to that event. In addition, if the event results in nonperformance or prevents performance of one or more PM&E measures for a prolonged period, the Parties recognize that re- initiation of consultation under the ESA may be required. Nothing contained in this section shall be construed to limit the Licensee’s right to apply for a Permit before issuance of the New Project License, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofany such applications shall not be Inconsistent with this Settlement Agreement.

Permits. In order to expedite The Development Manager shall in a timely manner manage the permitting processpreparation, prior to Landlord's approval pursuant to Section 2.3 aboveapplication, Tenant may submit and submission of the Final Working Drawings Design Plans and all other required applications and documents to the appropriate municipal authorities for Approving Authorities and all Permits necessary to allow Landlord's contractor to commence other required Governmental Authorities, including any and fully complete the construction all public utility companies or departments of transportation having jurisdiction over components of the Tenant Improvements. Notwithstanding Project, to cause to be obtained all required permits, licenses, variances, consents and approvals for the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings Project and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases achieve Completion of the permitting process Project and to occupy the Community Rink and the Event Centre, including (to the extent applicable): (i) permits and approvals relating or pertaining to demolition, excavation, grading and Servicing; (ii) site plan approvals, engineering permits, traffic and department of transportation permits and approvals, sewer permits, parking variances, any required land plan amendments, whether to the Rivers District Master Plan, the Beltline Area Redevelopment Plan or otherwise, or any zoning or land use redesignations; (iii) building permits, development permits, development completion permits, and occupancy permits; (iv) environmental permits and approvals; (v) other permits or approvals relating to the Project that must be issued or obtained in order for a building permit and a certificate of occupancy to be issued for the Community Rink and the Event Centre; and (vi) approvals necessary for the completion, occupancy and use of the Project; (collectively, the “Permits”). The Development Manager shall supply Landlordassist with and support in the negotiations in respect of any required agreement with any Governmental Authority in respect of the Permits and any such agreements shall be subject to the Approval of the Project Committee. The Development Manager will cause to be obtained all Permits and related agreements as are necessary in order to ensure that the development, as soon as possible, construction and proposed use and occupancy of the Project and any phasing thereof will comply with all plan check numbers Applicable Laws and dates of submittal the Development Manager cause to be obtained all such Permits as promptly as practicable and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything sufficient time to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number comply with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofProject Schedule.

Permits. In order (a) Seller and L&R possess all approvals, authorizations, certificates, consents, franchise, licenses, Department of Real Estate ("DRE") reports, and permits necessary for the lawful conduct of their business, the absence of which would materially and adversely affect the business of Seller and L&R (collectively, the "Permits"); SCHEDULE 4.31 sets forth a list (including the expiration dates available to expedite Buyer each of the permitting processPermits for Buyer's review. Such permits are in full force and effect, prior to Landlord's approval pursuant to Section 2.3 aboveno violations have occurred with respect thereto, Tenant may submit the Final Working Drawings and to the appropriate municipal best knowledge of Seller, no basis exists for any limitation, revocation or withdrawal thereof. (b) Seller and L&R also possess (or there have been granted by the applicable governmental authorities for all Permits necessary with respect to allow Landlord's contractor to commence and fully complete the construction each of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionOwned Projects and, to take part in all phases the Knowledge of Seller, the permitting process New Projects (collectively, the "Projects")) the subdivision, development, construction and shall supply Landlordsale permits, as soon as possibleDRE reports and other authorizations, with all plan check numbers approvals, and dates of submittal and obtain the Permits on or before the date entitlements set forth in the Construction Scheduleschedules referred to herein (collectively "LAND USE ENTITLEMENTS"). Notwithstanding anything Seller specifically discloses that with respect to each of the New Projects, additional such approvals and entitlements are required, except that with respect to the contrary set forth Owned Projects no further discretionary approvals are required from any governmental agency to complete the development and construction of homes and the sale thereof in this Section 2.4the respective Owned Project, Tenant hereby agrees there are in full force and effect validly issued building permits for each home under construction or completed in each Owned Project through and including the date hereof, and Seller has is no notice of any pending or to the Knowledge of Seller threatened moratorium or other restriction that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that would preclude the obtaining of the same shall building permits for any homes in such Owned Project not yet under construction or for which building permits have not been obtained. With respect to New Projects or Other Projects Seller does not warrant or guaranty that all necessary Land Use Entitlements will be Tenantobtained, since these are discretionary entitlements subject to approval by planning commissions and other legislative bodies whose decisions-making can be neither controlled nor predicted by Seller, except that, to Seller's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required Knowledge, no decision-making body has denied or withheld any material Land Use Entitlements, nor has Seller been advised by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications governmental agency or alterations in authority that the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall necessary Development Entitlements for such New Projects or Other Projects cannot or will not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofissued.

Permits. In order Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection with, or to expedite the permitting processsatisfy all Laws applicable to, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding Improvements in accordance with the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Approved Working Drawings and by electing to submit (collectively, the Final Working Drawings for permit prior to Landlord's approval, "Permits"). Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit Permits or the certificate of occupancy for the Tenant Improvements Premises, and that the obtaining of the same shall be Tenant's responsibility (provided responsibility; provided, however, that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permitsPermit or certificate of occupancy. No changes, modifications Any amendments or alterations in revisions to the Approved Tenant Improvement Plans Working Drawings that may be made without the prior written consent of Landlordnecessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall not be unreasonably withheldprepared by Tenant's Architect, at Tenant's expense (provided that if to the extent funds are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord's review and approval as a proposed change would directly “Change Order” (as defined in and) under Section 5 below. If Landlord disapproves of such amendments or indirectly delay revisions, Landlord shall return the "SUBSTANTIAL COMPLETION" same to Tenant with a statement of Landlord's Work reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that term is defined in Article 8 Tenant, at Tenant's expense (subject to application of the LeaseConstruction Allowance, to the extent available), is responsible for performing all accessibility and other work required to be performed in connection with the Tenant Improvement Work, including, but not limited to, any "path of travel" or other work outside the Premises; provided, however, that Landlord may proceed elect upon written notice to establish a Tenant Delay pursuant Tenant, to Section 4 hereofperform any such work in the Common Areas or elsewhere outside the Premises, at Tenant's expense (subject to application of the Construction Allowance, to the extent available).

Permits. In order to expedite (a) Section 4.26(a) of the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings Sellers’ Disclosure Schedule set forth all Permits relating to the appropriate municipal authorities for Business Assets and held by the Contributor Entities as of the date of this Agreement, and a true and complete copy of each such Permit has been provided to the Highstar Entities. All such Permits are in full force and effect, and there are no claims, causes of action or proceedings before any Governmental Authority pending or, to the Sellers’ Knowledge, threatened that seek the revocation, cancellation, suspension or adverse modification thereof. None of the Contributor Entities is in violation in any material respect of the terms of any Permit. No Permits will be subject to suspension, modification, revocation or non-renewal as a result of the execution, delivery and consummation of the transactions contemplated by the Contribution Documents. (b) Section 4.26(b) of the Sellers’ Disclosure Schedule set forth all Permits necessary relating to allow Landlord's contractor to commence the Business Assets and fully complete the construction for which any Contributor Entity has applied as of the Tenant Improvementsdate of this Agreement and the status of such Permit application as of the date of this Agreement. Notwithstanding The information contained in each Permit application was true and correct in all material respects at the foregoingtime such application was filed, Tenant acknowledges and no event or circumstance has occurred that Landlord does could reasonably be expected to require such Permit application to be amended, modified or supplemented. Sellers have complied with all required obligations to facilitate the issuance of any such pending Permit, and to Sellers’ Knowledge, no event, fact or circumstance exists that could be reasonably expected to materially delay the issuance of any pending Permit or cause Sellers’ application for such Permit to be denied. (c) There are no material Permits for which the Contributor Entities have not waive yet applied and that are either required for the right to approve current stage of the Final Working Drawings portion of the projects that are under development by Pittsburg LLC and Port ▇▇▇▇▇▇ LLC or will be required for the next stage of development by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionPittsburg LLC and Port ▇▇▇▇▇▇ LLC or, to take part in all phases the Sellers’ Knowledge, the construction, testing or commissioning of the permitting process any project facilities of Pittsburg LLC and shall supply Landlord, Port ▇▇▇▇▇▇ LLC. Except as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in Section 4.26(c) of the Construction Sellers’ Disclosure Schedule. Notwithstanding anything , to the contrary set forth in this Section 2.4Sellers’ Knowledge, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any no event, cooperate with Tenant in executing permit applications and performing other ministerial acts fact, or circumstance exists that could be reasonably necessary expected to enable Tenant to obtain materially delay the submission of an application for any such permits. No changes, modifications Permit or alterations in the Approved Tenant Improvement Plans may cause Sellers’ application for such Permit to be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofdenied.

Permits. AND In order to expedite the permitting process, prior to Landlord's approval event the BUYER does not terminate this Agreement APPROVALS during the Inspection Period pursuant to Section 2.3 aboveParagraph 24 the BUYER shall, Tenant at the BUYER's sole cost and expense, during or promptly after the end of the Inspection Period prepare plans and applications as necessary for such zoning permits, variances, wetlands orders, Army Corps permits, sewer and water connection permits, NPDES permits, MEPA review or other governmental or quasigovernmental permits, licenses, orders and approvals as the BUYER may reasonably determine are usual, customary or necessary to construct the Proposed Project. The BUYER shall use good faith diligent efforts to submit the Final Working Drawings to the Chelmsford Planning Board or other appropriate municipal authorities permit granting authority an application for all Permits necessary to allow Landlord's contractor to commence and fully complete a Special Permit or Site Plan Review or such other relief as the construction of the Tenant Improvements. Notwithstanding the foregoingBUYER shall reasonably deem appropriate on or before February 15, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits1997. In connection with the permitting processevent that after employing reasonable efforts, Tenant shall coordinate with Landlord the BUYER is unable to obtain all such permits, licenses, orders and approvals including without limitation utility services, but in order to allow Landlordany event not including a building permit, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth six months after the end of the Inspection Period and all appeal periods related thereto have not expired within such time, then the BUYER shall have the right either to (i) terminate this Agreement by a notice given within seven days after the end of the period of six (6) months after the end of the Inspection Period in which event all deposits made hereunder together with any interest accrued thereon shall be refunded to the BUYER and the parties shall have no further obligations to each other under this Agreement or (ii) upon one, two or three further notices to the SELLER each given prior to expiration of the applicable extension period, and provided that the BUYER is diligently seeking such approvals, extend the time for obtaining such approvals and expiration of any such appeals period(s) for up to three (3) three extension periods of thirty (30) days each, or (iii) proceed to close the purchase herein contemplated. In the event BUYER shall elect to extend the time for obtaining such approvals and/or running of the appeals period then Buyer's right to terminate this Agreement for failure to obtain such permits or approvals final beyond appeal shall be likewise extended, provided, however, for each thirty (30) day extension exercised by BUYER under this paragraph the amount of the deposit which SELLER is obligated to return to BUYER in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlordevent of BUYER's consultants termination shall be responsible for obtaining any building permit for reduced by $20,000, with all interest on the Tenant Improvements deposit that is non-refundable accruing to SELLER. FOR EXAMPLE: If BUYER shall exercise two thirty (30) day extensions under this paragraph and that then during the obtaining second extension terminate this Agreement on account of a failure to obtain permits final beyond appeal then the amount of the same shall deposit to which BUYER would be Tenant's responsibility entitled to have returned to BUYER would be (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore$60,000.00 less (2 x $20,000 = $40,000); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof) $20,000.

Permits. In order With respect to expedite each Initial Project and Funded Subsequent Project: 4.9.1 There are no Permits under existing law as such Project is designed that are or will become Applicable Permits other than the permitting processApplicable Permits described in the applicable appendix to Exhibit G-3 hereto. Except as disclosed therein, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction each Applicable Permit listed in Part I(A) of the Tenant Improvementsapplicable appendix to Exhibit G-3 is in full force and effect and is not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to have a Material Adverse Effect on such Project, and all applicable appeal periods with respect thereto have expired. Notwithstanding Each Permit listed in Part II(A) of the foregoing, Tenant acknowledges applicable appendix to Exhibit G-3 is of a type that Landlord does is routinely granted upon application and that would not waive the right to approve the Final Working Drawings and normally be obtained before contemplated by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsBorrower. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its optionNo fact or circumstance exists, to take part Borrower's knowledge, which indicates that any Permit identified in all phases Part II(A) of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything applicable appendix to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which Exhibit G-3 shall not be unreasonably withheldtimely obtainable at a cost consistent with the applicable Project Budget without material difficulty or delay by Borrower before it becomes an Applicable Permit. Borrower is in compliance in all material respects with all Applicable Permits. 4.9.2 There are no Permits under existing law as such Project is designed that are or will become Applicable Third Party Permits other than the Applicable Third Party Permits described in the applicable appendix to Exhibit G-3 hereto (other than those, provided that if the failure of which to obtain could not reasonably be expected to have a proposed change would directly Material Adverse Effect on Borrower or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work such Project). Except as that term is defined disclosed therein, each Applicable Third Party Permit listed in Article 8 Part I(B) of the Leaseapplicable appendix to Exhibit G-3 is in full force and effect and is not subject to current legal proceeding or to any unsatisfied condition that could reasonably be expected to have a Material Adverse Effect on Borrower or such Project, Landlord may proceed and all applicable appeal periods with respect thereto have expired. No fact or circumstance exists, to establish Borrower's knowledge, which indicates that any Permit identified in Part II(B) of the applicable appendix to Exhibit G-3 shall not be timely obtainable at a Tenant Delay pursuant cost consistent with the applicable Project Budget without material difficulty or delay by the applicable Major Project Participant before it becomes an Applicable Third Party Permit. To the best knowledge of Borrower, each Major Project Participant is in compliance in all material respects with its respective Applicable Third Party Permits, each other Major Project Participant possesses all licenses, franchises, patents, copyrights, trademarks and trade names, or rights thereto necessary to Section 4 hereofperform its duties under the Operative Documents to which it is a party, and such Person is not in violation of any valid rights of others with respect to any of the foregoing which could reasonably be expected to have a Material Adverse Effect on Borrower or such Project.

Permits. In order to expedite Within three (3) business days after Tenant’s receipt of notice of Landlord’s approval of the permitting process, prior to Landlord's approval pursuant to Section 2.3 aboveFinal Plans, Tenant may shall submit the Final Working Drawings Plans to all governmental authorities having or asserting jurisdiction over the appropriate municipal authorities for Premises or the Building in order to obtain all Permits permits necessary to allow Landlord's contractor Tenant to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve Work in accordance with the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permitsPlans. In connection with the permitting processtherewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall promptly supply Landlord, as soon as possible, Landlord with all plan check numbers information requested by Landlord in connection therewith. Tenant shall provide to Landlord copies of all permits and dates other governmental approvals obtained by Tenant with respect to the Work promptly following Tenant’s receipt of submittal the same and obtain in all events prior to commencement of the Permits on or before the date set forth in the Construction Schedulesubject Work. Notwithstanding anything to the contrary set forth in this Section 2.4Workletter, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall not be responsible for obtaining any building permit or certificate of occupancy for the Tenant Improvements Premises and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore)’s sole responsibility; furtherprovided, however, Landlord shall, in any event, shall cooperate with Tenant in executing permit applications and performing other ministerial administrative acts reasonably necessary to enable Tenant to obtain any such permitspermits and certificate of occupancy. No changes, modifications or alterations in Tenant shall use its best effort to obtain all permits necessary to allow commencement and completion of the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 soon as possible after execution of the Lease. In this regard, Tenant shall meet with Landlord may proceed on a scheduled basis determined by Landlord to establish a Tenant Delay pursuant to Section 4 hereofdiscuss Tenant’s progress in connection with the same.

Permits. In order (a) TKC hereby grants DGLLC the right and authority to expedite apply, in DGLLC’s name, for all necessary Project permits, licenses and other approvals from the permitting processUnited States of America, State of Alaska, or local governments (collectively, “Permits” and individually, “Permit”, for purposes of this Article V) and TKC agrees to support and cooperate fully with DGLLC in any such efforts. Attached as Exhibit D is a list of all Permits for which DGLLC plans, as of the date of its execution of this Agreement, to apply and the approximate dates upon which DGLLC anticipates such applications shall be made. TKC acknowledges that Exhibit D represents DGLLC’s best efforts to describe the Permits and the timing of such applications, but does not constitute a representation or warranty by DGLLC regarding same. (b) Within forty-five (45) days before the end of each calendar quarter, DGLLC shall provide the President of TKC, or the President’s designee, with an advance list of all Permit applications and supporting reports (including but not limited to environmental studies and technical data) that DGLLC plans to submit during the following calendar quarter to government agencies for operations that may have an impact on the Surface, and identify in the list any change in DGLLC operations that would require a major Permit modification or otherwise be likely to significantly alter the environmental impacts of the Project on TKC lands. DGLLC shall provide TKC an advance copy of any Permit documents included in the list that TKC specifically requests from DGLLC within fifteen (15) days after TKC receives the list. DGLLC shall provide TKC thirty (30) days to review and comment to DGLLC upon any documents so provided, prior to Landlord's approval finalizing and filing the document with a government agency, except where government agency requirements or emergency necessitate a shorter advance review time, in which case DGLLC shall provide TKC an amount of time, if any, for advance review and comment upon the document that is reasonably practicable under the circumstances. Copies of the versions of such documents filed with a government agency shall be provided to TKC at the time of filing. Copies of Permits shall be provided to TKC upon their receipt by DGLLC. (c) Without limiting the provisions of Section 5.2(b), and in the event that DGLLC has not already at least thirty-five (35) days prior to the Effective Date provided TKC with a copy of its air quality permit application (“PSD Application”), DGLLC shall provide TKC a copy of the same at least thirty-five (35) days prior to filing with any government agency. DGLLC shall also provide TKC a copy of the access and control plan (A & C Plan) that DGLLC proposes to include as part of its initial or subsequent PSD Application documents at least thirty-five (35) days prior to filing the same with any government agency. TKC shall have thirty (30) days after receipt of the PSD Application and A & C Plan, respectively, to review each and provide DGLLC with comments regarding the TKC subsistence plan that is developed pursuant to Section 2.3 above5.6(a). DGLLC shall provide TKC with at least twenty (20) days advance notice of, Tenant may submit the Final Working Drawings and an opportunity for TKC representatives to the appropriate municipal authorities for all Permits necessary participate in, any meeting or conference call that DGLLC intends to allow Landlord's contractor to commence and fully complete the construction conduct with any representative or representatives of any government agency, when such meeting or call will include discussion of the Tenant ImprovementsPSD Application and A & C Plan. Notwithstanding Provided, where government agency requirements or emergency necessitate a shorter time or preclude an opportunity for TKC to participate, DGLLC shall, respectively, inform TKC at the foregoingearliest time that is reasonably practicable under the circumstances, Tenant acknowledges that Landlord does not waive and reasonably inform TKC regarding the right to approve discussion during the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, meeting or call as soon as possible, with all plan check numbers and dates reasonably practicable after the meeting or call. (d) The confidentiality requirements of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything Section 11.2 of this Agreement for Information shall apply to the contrary set forth in list and advance copies of documents provided to TKC under this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants 5.2. Section 6.2 rather than this Section 5.2 shall be responsible for obtaining any building permit for apply to the Tenant Improvements Project reclamation and that the obtaining of the same shall be Tenant's responsibility closure plan (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore“RCP”); further, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereof.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities The cost of all permits for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant ImprovementsSubleased Premises Work (and the cost of obtaining the same) incurred by Overlandlord shall be included in Subleased Premises Agreed Costs. Notwithstanding Sublandlord and Subtenant acknowledge and agree that Subtenant must perform certain installations and other work beyond the foregoingscope of the Subleased Premises Work in order for a certificate of occupancy for the Subleased Premises to be issued (such work, Tenant acknowledges the “Certificate Work”). Within five (5) business days after the later to occur of (i) substantial completion of the Subleased Premises Work, and (ii) the date on which Subtenant notifies Sublandlord that Landlord does not waive Subtenant has completed the right Certificate Work, Sublandlord shall cause Overlandlord to approve apply for a certificate of occupancy for the Final Working Drawings Subleased Premises (which may apply to the Subleased Premises alone and/or portions thereof or with the Main Premises or portions thereof), and by electing thereafter diligently pursue and secure the same (Sublandlord agreeing that it shall cause Overlandlord to submit endeavor to secure the Final Working Drawings for permit same within 70 days following notice that Subtenant has completed the Certificate Work, subject to Subtenant Delays); provided, however, to the extent that Subtenant elects to make Alterations to the Subleased Premises after the Commencement Date but prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases issuance of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates a final certificate of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit occupancy for the Tenant Improvements and that the obtaining of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); furtherSubleased Premises, Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which Sublandlord shall not be unreasonably withheld, provided obligated to cause Overlandlord to apply for a certificate of occupancy for the Subleased Premises until such Alterations have been substantially completed or Subtenant notifies Sublandlord that if Subtenant has elected not to perform such Alterations. In no event shall Sublandlord be obligated to cause Overlandlord to apply for a proposed change would directly or indirectly delay certificate of occupancy prior to the "SUBSTANTIAL COMPLETION" of Landlord's Work as date which is five (5) business days after the date on which Subtenant notifies Sublandlord that term is defined in Article 8 of Subtenant has completed the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofCertificate Work.

Permits. In order to expedite On the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting processLease Date, Tenant shall coordinate commence, and thereafter at all times continuously use best efforts to obtain all governmental and administrative building permits and approvals, without variances, or waivers, as are reasonably required for Tenant’s contemplated improvements on the Premises (Tenant’s Permits”). Tenant shall forward to Landlord copies of all applications for permits or approvals, and correspondence relating to such permits or approvals, contemporaneously with their submission to (or receipt from) the applicable governmental authority or utility having jurisdiction, and Tenant shall at all times keep Landlord apprised of the Tenant’s actions respecting such approvals. Landlord shall reasonably cooperate with Tenant, at no out of pocket cost to Landlord, in order to allow LandlordTenant to obtain Tenant’s Permits. If Tenant, having used its best efforts, is unable to obtain Tenant’s Pets within ninety (90) days after the Lease Date, then Tenant shall have, at its option, the right to take part terminate this Lease by a notice delivered to Landlord within five (5) days after the expiation of such ninety (90) day period; provided, however, that Landlord may, within ten (10) days after receipt of Tenant’s notice of termination, notify Tenant that Landlord has elected to obtain Tenant’s Permits, in all phases which event (i) Landlord shall have an additional period of ninety (90) days in which to obtain Tenant’s Permits (the permitting process “Permit Extension Period”), and (ii) Tenant shall supply reasonably cooperate with Landlord us Landlord’s efforts to obtain Tenant’s Permits, as soon as possible, with all plan check numbers and dates of submittal (iii) this Lease shall remain un full force and obtain effect if Tenant’s Permits are obtained within the Permits on or before the date set forth in the Construction SchedulePermit Extension Period. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that If neither Landlord nor Landlord's consultants shall be responsible for obtaining Tenant is able to obtain Tenant’s Permits within one hundred eighty (180) days after the Lease Date, then either party may at any building permit for t me thereafter terminate this Lease by written notice delivered to the Tenant Improvements and that the obtaining other party. Upon termination of the same shall be Tenant's responsibility (provided that Contractor shall submit its license number with the plans and shall also submit proof of liability insurance if required by the City of Livermore); furtherthis Lease pursuant to this Article 57, Landlord shallshall return Tenant’s security deposit. If this Lease is not terminated in accordance with this Article 57, this Lease shall remain in any event, cooperate with Tenant in executing permit applications full force and performing other ministerial acts reasonably necessary effect notwithstanding Tenant’s inability to enable Tenant to obtain any satisfy such permits. No changes, modifications or alterations in the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 of the Lease, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofconditions.

Permits. In order to expedite the permitting process, prior to Landlord's approval pursuant to Section 2.3 above, The Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all Permits necessary to allow Landlord's contractor to commence and fully complete the construction of the Tenant Improvements. Notwithstanding the foregoing, Tenant acknowledges that Landlord does not waive the right to approve the Final Working Drawings and by electing to submit the Final Working Drawings for permit prior to Landlord's approval, Tenant is assuming the risk that Landlord may require changes in such drawings after the same have been submitted for permits. In connection with the permitting process, Tenant shall coordinate with Landlord in order to allow Landlordwill, at its optionexpense make application for and diligently pursue a valid business license to be issued by the Town of Princeton, permitting the Tenant to take part use and operate the Premises for the permitted uses set out in all phases Section 1.1(h) (the “Business License”) and provide to the Landlord a copy of the permitting process Business Licence when same is issued. The Tenant will, at its expense make application for and shall supply Landlord, as soon as possible, with diligently pursue all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in the Construction Schedule. Notwithstanding anything to the contrary set forth in this Section 2.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit required for the Tenant Improvements to use and operate the Premises for the permitted uses set out in Section 1.1(h) and provide to the Landlord a copy of such Permits when same is issued. At all times during the Term and any renewal or extension thereof, the Tenant will, at its expense, keep, or cause to be kept, the Business Licence and the Permits in good standing and obtain, or cause to be obtained, any applicable renewals thereof. Upon obtaining such renewals, the Tenant will forthwith provide a copy of the renewed Business Licence and Permits to the Landlord. If the Business Licence or any of the Permits is suspended, cancelled or revoked for any reason, then the Tenant will notify the Landlord in writing within five days of such suspension, cancellation or revocation. If the suspension, cancellation or revocation is not corrected by the Tenant within 90 days, the Landlord may, at its sole discretion terminate this Lease. The Landlord acknowledges that the obtaining Tenant may be required to take reasonable precautions to ensure that only authorized individuals have access to certain portions of the same shall be Tenant's responsibility (provided that Contractor shall submit Premises during certain times to comply with its license number Permits or applicable law. The Landlord agrees to use all commercially reasonable efforts to coordinate with the plans Tenant prior to exercising its rights of distraint or rights of entry pursuant to Sections 5.7 [Clean Up Plans], 6.2 [Repair on Notice], 7.5 [Tenant Responsible for Damages], 8.6 [Exhibit Premises], 10.1 [Re-entry on Default], 10.3 [Sale and shall also submit proof Reletting] and 10.6 [Payments by Landlord Regarded as Rent] of liability insurance this Lease to ensure compliance with the Permits and applicable law. The Landlord will, from time to time at the Tenant’s expense, upon request from the Tenant or a governmental authority, promptly provide to the Tenant and if required by applicable the City of Livermore); furtherrequesting governmental authority, Landlord shallall documentation, in any event, cooperate with Tenant in executing permit applications consents and performing other ministerial acts reasonably approvals necessary to enable Tenant to obtain any such permits. No changes, modifications or alterations in for the Approved Tenant Improvement Plans may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, provided that if a proposed change would directly or indirectly delay the "SUBSTANTIAL COMPLETION" of Landlord's Work as that term is defined in Article 8 Tenant’s use of the LeasePremises in compliance with the Permits in a form acceptable to the Landlord and the Tenant, Landlord may proceed to establish a Tenant Delay pursuant to Section 4 hereofeach acting reasonably.