Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

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

Plans and Specifications. Landlord shall provide Tenant shall be solely responsible with notice approving or disapproving any proposed plans and specifications for the preparation Tenant Improvement Work within the Required Period (defined below) after the later of Landlord’s receipt thereof from Tenant or the final architecturalmutual execution and delivery of this Agreement. As used herein, electrical and mechanical “Required Period” means (a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any other plans and specifications (called “plans”) including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis of disapproval and the changes that would be necessary for Tenant to construct the Premises for resolve Landlord’s objections. Provided that Tenant’s occupancywritten request for approval of the construction drawings for the Tenant Improvement Work (or, which as the case may be, other plans and specifications thereto), provides as follows in 14 point bold type on the top of the first page of such written request: “LANDLORD’S FAILURE TO RESPOND WITHIN [15][10] BUSINESS DAYS TO THIS REQUEST FOR APPROVAL SHALL BE DEEMED APPROVAL OF THE ALTERATIONS PROPOSED HEREIN”, then Landlord’s failure to respond within the Required Period shall be subject to approval by deemed Landlord’s architect and engineers and shall comply consent to the proposed Tenant Improvement Work described with their reasonable requirements to avoid aesthetic or other conflicts with particularity in such written request. Notwithstanding the design and function terms of Section 8 of the balance of Lease to the Building. Landlord’s approval is solely given for the benefit of Landlordcontrary, and neither if (i) when Tenant nor any third party shall have the right to rely upon requests Landlord’s approval of Tenant’s plans for any purpose whatsoever other than Tenant Improvement Work, Tenant specifically requests that Landlord does identify any such Tenant Improvement Work that will not object thereto under this be required to be removed pursuant to Section 8 of the Lease. Landlord’s architects and engineers shall respond , (with approval or disapprovalii) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any within the stated Required Period, and (iii) such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be Improvement Work is deemed approved within 2 business days of Landlord’s receipt of in accordance with the Deemed Approved Noticeforegoing sentence, then the following provisions shall apply with respect to such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.Improvement Work:

Plans and Specifications. Tenant shall prepare and furnish to Landlord for its approval, not to be solely responsible unreasonably withheld, conditioned or delayed, complete architectural drawings and specifications and building elevations (the "Plans and Specifications") for the preparation construction of the final architecturalBuilding and Other Improvements, electrical incorporating therein the items specified and mechanical construction drawingsshown in the "Concept Plans" attached hereto as ATTACHMENT "9" within thirty (30) days following the approval of same by the Architectural Review Board of the City of Chico. Landlord agrees that it will approve the Plans and Specifications, plans so long as they are materially consistent with the Concept Plans and specifications the requirements of this Lease and delivered to Landlord's architect concurrently therewith, within ten (called “plans”10) necessary for business days after receipt thereof. Furthermore, provided Tenant's Plans and Specifications are approved by the City of Chico, Landlord shall not require Tenant to construct alter its building elevations, standard entrance tower, customer pickup area or the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect use of Alucobond and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with red trim on the design and function of the balance front exterior of the Building. Landlord’s approval is solely given for If the benefit Plans and Specifications are not disapproved by Landlord within fifteen (15) days of delivery thereof to Landlord, same shall constitute a Landlord Delay and neither extended the Commencement Date, day for day based on the Landlord Delay. The Plans and Specifications shall not be substantially changed by Tenant nor any third party without the prior written consent of the Landlord, which consent shall have not be unreasonably withheld, conditioned or delayed. Any such changes, however, shall comply with the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under restrictions in this Lease, the Concept Plans and with applicable building codes and other governmental requirements. Landlord’s architects Notwithstanding anything contained in this Lease to the contrary, in no event, may the Plans and engineers shall respond Specifications, as originally prepared or as modified, provide for a building containing greater or less than twenty-three thousand fourteen (with approval or disapproval23,014) to any plan submission by square feet (provided, however Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days provided a differential of Landlord’s receipt of [plus or minus] one percent (1%)), to the Deemed Approved Noticenearest square foot, then such plan submission shall be deemed approved hereundernor for a building with a canopy or facia extending higher than twenty (20) feet above the ground or deeper than twelve (12) feet from the storefront line nor for a building parapet extending higher than thirty-four (34) feet above the ground. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant that any such change in the Plans and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission Specifications requested by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until requires modifications to the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingLandlord Work, Tenant shall be responsible reimburse Landlord for all elements additional costs incurred by Landlord as a result of the design of Tenant’s plans (such change including, without limitation, compliance architect's and engineer's fees, within fifteen (15) days of a receipt of a request for such reimbursement, together with law, functionality of design, the structural integrity reasonably supportive evidence of the design, the configuration of the Premises amount and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design payment of such plans additional costs and shall extend the required completion dates for all costs related thereto. (The word “architect” Landlord Work as used set forth in this Section 3.2 shall include an interior designer or space plannerthe Construction Schedule to the extent necessary to account for any such requested modifications.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 2.1 As Tenant has requested, Landlord shall be solely responsible employ Symmes, Maini & XxXxx Associates (the “Architect”) and such other consultants designated by Landlord from time to time (collectively, the “Consultants”) for the preparation of the final necessary architectural, mechanical and electrical and mechanical construction drawingsplans, plans drawings and specifications pertaining to the Landlord’s Work and a mutually agreed upon Construction Schedule for completing the same (called the “plansConstruction Schedule”) necessary for based upon the Scope of Work (collectively, the “Plans”). Landlord shall use reasonable efforts to have the Contractor prepare the Construction Schedule within ten (10) business days following Landlord’s selection of the Contractor (which Landlord and Tenant acknowledge cannot occur until Landlord and Tenant have agreed upon the Plans pursuant to construct this Section 2.1). Unless the Premises same are delivered by the Architect to Landlord and Tenant simultaneously, within two (2) business days of its receipt of any particular portion of the Plans referenced in Section 2.2 below, Landlord shall deliver such portion of the Plans to Tenant, whereupon Tenant shall have three (3) business days to object to any portion of such Plans as not being in compliance with the terms of this Lease and this Exhibit B. In the event that Tenant notifies Landlord that Tenant reasonably disapproves such portion of the Plans (or any revised portion of the Plans required hereunder), Landlord shall cause such portion of the Plans (or any revised portion of the Plans required hereunder) to be revised and resubmitted to Tenant for Tenant’s occupancyreview and approval; such process being repeated until Landlord and Tenant have both approved such revised portion of the Plans in final form with respect to that portion of the Plans. Landlord shall promptly make any changes to such portion of the Plans which are required to bring them into compliance; provided, which plans that, any changes to such portion of the Plans shall be subject to Tenant’s review and approval by Landlord’s architect and engineers and pursuant to this Section 2.1. Upon completion of the entire set of Plans, Landlord shall comply with their reasonable requirements provide copies of such Plans to avoid aesthetic or other conflicts Tenant, whereupon Tenant shall have five (5) business days to object to any portion of such entire set of Plans as not being in compliance with the design terms of this Lease and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” Exhibit B. In the event Landlord’s architect’s that Tenant notifies landlord that that Tenant reasonably disapproves of the Plans (or engineers’ approval of Tenant’s plans is withheld or conditionedany revised Plans required hereunder), Landlord shall send prompt written notification thereof cause the Plans (or any revised Plans required hereunder) to be revised and resubmitted to Tenant for Tenant’s review and include a reasonably detailed statement identifying the reasons for approval; such refusal or condition, process being repeated until Landlord and Tenant have both approved the entire set of Plans in final form. Landlord shall promptly have make any changes to the plans revised by its architect Plans which are required to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans bring them into compliance; provided, that, any changes to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process the Plans shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of subject to Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises review and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in pursuant to this Section 3.2 shall include an interior designer or space planner2.1.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Landlord and Tenant shall be solely responsible use reasonable efforts to agree upon complete architectural drawings, construction plans and specifications for the preparation Tenant Work (hereinafter referred to as the "Plans and Specifications"). Tenant shall furnish Landlord with preliminary plans and specifications for the Tenant Work by August 10, 1998, which plans shall comply with building codes of all applicable authorities or agencies having jurisdiction. Landlord agrees that it will not unreasonably withhold or delay approval of the final architectural, electrical and mechanical construction drawings, preliminary plans and specifications (called “plans”) necessary for Tenant upon which approval, such plans and specifications are to construct be referred to as the Premises for Tenant’s occupancy"Approved Plans and Specifications"), which plans shall be subject to approval by Landlord’s architect provided the same are complete and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the consistent in all respects (including design and function of the balance of the Buildingmaterials) with plans for a first-class full service restaurant. Landlord’s approval is solely given for the benefit of LandlordLandlord agrees to review Tenant's proposed plans promptly, and neither to provide Tenant nor with any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond required changes within ten (with approval or disapproval10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s its receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderproposed plans. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have use reasonable efforts to accommodate the interests of the other and to agree on final construction plans revised by its architect and specifications. Any modifications to incorporate all reasonable objections the Approved Plans and conditions presented by Landlord and shall resubmit such plans Specifications required to Landlord. Landlord’s architects and engineers shall respond (comply with approval local building codes or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process other governmental requirements shall be followed until the plans prepared at Tenant's expense, and any additional cost of construction occasioned thereby shall have been approved be paid by Landlord’s architect and engineers without unreasonable objection or conditionTenant. Without limiting the foregoingDuring progress of construction, Tenant shall be responsible provide Landlord with one copy of all shop drawings for Landlord's records, and copies of all elements field and job progress reports from Tenant's architect(s). Neither Landlord's approval of the design Plans and Specifications, nor any other inspections or approvals of Tenant’s the improvements on or about the Premises or plans (includingfor construction thereof by Landlord's employees, without limitationagents or inspecting engineers, shall constitute a warranty or representation as to the technical sufficiency, adequacy, safety or compliance with law, functionality of design, the structural integrity laws of the designplans, structures, any of their component parts, or any other physical condition or feature pertaining to the configuration improvements, it being acknowledged by Tenant that Landlord has made such approvals solely as a landlord in determining and protecting the value of the Premises and the placement of Tenant’s furniture, appliances and equipment)its property for internal purposes, and Landlord’s approval of Tenant’s plans shall not as an expert in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs construction-related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannermatters.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Except as otherwise provided below, there ------------------------ shall be solely responsible no change in the Plans and Specifications without Lender's prior written approval, which approval shall not be unreasonably withheld or delayed. Requests for approval shall be submitted on a change order form acceptable to Lender signed by Borrower and, if required by Lender, the preparation project architect and the general contractor (if any), accompanied by working drawings and a written narrative of the final architecturalproposed change. As conditions to its approval, electrical and mechanical construction drawings, plans and specifications (called “plans”a) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function Lender may require reasonably satisfactory evidence of the balance cost of the Building. Landlord’s approval is solely given for proposed change and the benefit of Landlordtime necessary to complete the proposed change, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapprovalb) to the extent Lender reasonably determines that the proposed change shall result in increased cost, Lender may require Borrower to deposit the reasonable amount of the increased cost into the Borrower's Funds Account in accordance with Section ------- 3.01(b). Borrower acknowledges that this approval process may result in delays ------- and consents to all such delays. Provided that Borrower submits any plan submission by Tenant proposed change order to Lender together with a cover letter specifying that Lender is to reply within 8 business fifteen (15) days after Landlord’s of its receipt thereof. If Landlord fails thereof pursuant to respond to any such submission within such 8 business day periodthis Section ------- 4.05, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Lender shall be deemed to have approved such change order if it fails to ---- object in writing within 2 business fifteen (15) days of Landlord’s Lender's receipt of any such change order and notice. Upon Lender's request, Borrower, the Deemed Approved Noticeproject architect, then and the general contractor (if any), shall initial the copy of the Plans and Specifications delivered to, and approved by, Lender as a true copy of the Plans and Specifications for the Work. Borrower shall maintain at all times a full set of working drawings for the Work available for inspection by Lender. Notwithstanding the above, Borrower may make minor changes in the Plans and Specifications without Lender's prior written consent unless such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shallchange: (i) constitutes a material change in the building material or equipment specifications, in order to be effectivethe architectural or structural design, contain on the first page thereofvalue, in a font at least twice as large as the font architecture, or quality of any other text contained of the Improvements; or (ii) would result in an increase in any item of construction cost in excess of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00) for any single change or in excess of FIFTY THOUSAND AND NO/100THS DOLLARS ($50,000.00) for all such changes in such noticeitems of construction cost; or (iii) would affect the structural integrity, a legend substantially quality of building material or equipment or overall efficiency of operating systems or utility systems of the Improvements; or (iv) requires the approval (which has not been given as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2of the date of any such change) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s of any Governmental Agency or engineers’ approval of Tenant’s plans is withheld any other person or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlordentity. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting Notwithstanding the foregoing, Tenant Borrower shall be responsible for submit all elements proposed changes to the Plans and Specifications to Lender at least fifteen (15) days prior to the commencement of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for construction relating to such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all proposed change whether or not any such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerchange is subject to Lender's approval.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Lessee shall submit to Lessor for its approval a complete set of the Plant Layout Plans and the Interconnection Plans, respectively. The Plant Layout Plans and the Interconnection Plans shall be solely responsible for consistent in all material respects with the preparation description of the final architecturalLNG Facility contained on Exhibit "C". Provided that the Plant Layout Plans and the Interconnection Plans are in all material respects consistent with said description, electrical the other provisions of this Lease and mechanical construction drawingsall Legal Requirements, Lessor shall not unreasonably withhold its consent to such plans. Lessor shall either approve or disapprove each submittal pursuant to this Section 8.1 as soon as is reasonably practical after receipt of a complete submittal, but in any event within [***] after receipt thereof (and if such submittal is a request for an approval of a modification to a previously-approved submittal, within [***] after receipt thereof). Lessor's failure to respond within such [***] period (or such [***] period, as applicable) shall be deemed as its approval of the submittal (or modification, as applicable). If Lessor disapproves of the submittal, it shall so notify Lessee in writing within said [***] period, (or [***] period as applicable) and, at the same time, provide Lessee with a reasonably detailed statement of the reasons why such submittal was disapproved. In such latter event, Lessor and Lessee agree to cooperate reasonably with each other in resolving any objections of the other to the submittal or requested revisions. Once the Plant Layout Plans and Interconnection Plans have been approved by Lessor, such approval shall be binding on Lessor (absent a misrepresentation by Lessee) and no further approval by Lessor of such plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancyor Permits shall be required unless such plans are subsequently modified in any material respect, in which plans case such modifications shall be subject to Lessor's approval by Landlord’s architect and engineers and in accordance with this Section 8.1. Lessor shall comply not be deemed to have incurred or assumed any obligation or responsibility in connection with their reasonable requirements to avoid aesthetic or other conflicts with the design and function any aspect of the balance Plant Layout Plans or the Interconnection Plans, and nothing in the Project Agreements, nor any act or failure to act on the part of Lessor, shall be construed as a warranty or representation as to the adequacy or fitness of the BuildingLNG Facility or any aspect thereof or a waiver of a claim by Lessor relating to the LNG Facility. Landlord’s approval is solely given for Once the benefit of Landlord, Plant Layout Plans and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall Interconnection Plans have been approved by Landlord’s architect Lessor, Lessor and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant Lessee shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance enter into an amendment to this Lease which supplements Exhibit "C" with law, functionality of design, the structural integrity of the design, the configuration of the Premises references to title and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of date all such plans approved Plant Layout Plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerInterconnection Plans.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers approval, which will not be unreasonably withheld, and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. LandlordLxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TenantTxxxxx’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. LandlordLxxxxxxx’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 ten (10) business days after LandlordLxxxxxxx’s receipt thereof. If Landlord fails to respond to any such Txxxxx’s plan submission within such 8 ten (10) business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Tenant’s plans shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderapproved. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of TenantTxxxxx’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects Landlord and engineers Landlord shall respond to Tenant’s resubmission within five (with approval or disapproval5) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereofdays. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TenantTxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant If requested by Txxxxx, Lxxxxxxx’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Lxxxxxxx’s architect, Txxxxx agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 Article 4 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct prepare the Premises for Tenant’s occupancy, which plans shall be subject to approval (not to be unreasonably withheld, conditioned or delayed, as more fully set forth in this Article 4) by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. LandlordXxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TenantXxxxxx’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. LandlordXxxxxxxx’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 ten (10) business days after LandlordXxxxxxxx’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of TenantXxxxxx’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by LandlordXxxxxxxx’s architect and engineers without unreasonable objection or condition, except that Xxxxxxxx’s architect or engineer shall respond to any subsequent plan submission within three (3) business days after Xxxxxxxx’s receipt thereof. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TenantXxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant If requested by Xxxxxx, Xxxxxxxx’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Xxxxxxxx’s architect, Xxxxxx agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 Article 4 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. Tenant Within thirty days after the execution hereof, Concessionaire shall be solely responsible submit to the Authority for the preparation of the final architectural, electrical and mechanical construction drawings, its approval proposed plans and specifications (called “plans”) necessary for Tenant the construction of the leasehold improvements to construct be made to the Premises, and for the equipment, fixtures and furnishings to be installed in or placed upon the Premises by Concessionaire (such leasehold improvements, and said equipment, fixtures and furnishings to be referred to hereinafter as "Concessionaire's Improvements"). Said plans and specifications shall conform to the description of the same which appears in the Proposal as modified by the layout plan of the parties dated ________, 1997, said plans and specifications shall call for Tenant’s occupancyfirst-class materials and construction, which and said plans and specifications shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts coordinated with the design and function appearance of the balance of new retail merchandise facilities to be constructed in the Terminal Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party The Authority shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any require such submission within such 8 business day periodchanges, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shallif any, in order to be effectivesuch plans and specifications, contain on the first page thereof, in a font at least twice as large as the font of any other text contained Authority shall deem necessary or desirable in such noticeits reasonable judgment, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance changes (i) to correct errors or supply missing information, (ii) to comply with lawapplicable building codes, functionality of designhealth and safety regulations or other legal requirements or (iii) to make the proposed facilities conform more closely with the Concessionaire's Proposal as modified in the manner described hereinabove, or more suitable for the structural integrity services which Concessionaire is obligated to provide hereunder, or more compatible with the remainder of the designTerminal Building. The Authority shall, the configuration within thirty days after its receipt of the Premises proposed plans and specifications from the placement of Tenant’s furnitureConcessionaire, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant notify the Concessionaire of the responsibility for changes thereto, if any, which will be required by the Authority hereunder and Concessionaire shall make such design. Tenant agrees it shall be solely responsible for changes within thirty days thereafter and submit the timely preparation and submission of all such revised plans and for all elements of specifications to the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAuthority.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Said improvements shall be solely responsible for the preparation of the constructed and completed in accordance with final architectural, electrical and mechanical construction drawings, working plans and specifications (called “to be prepared in the following manner: Lessee agrees to prepare and furnish preliminary plans and specifications, it being understood that said preliminary plans and specifications will follow the general description of said improvements hereinbefore set forth. In order to meet the anticipated Commencement Date as set forth in Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans”) necessary for Tenant to construct , specifications and company standard details within 30 days after execution of this lease. For every day which Lessee is in[SIC] delayed after the Premises for Tenant’s occupancyexpiration of said 30 days, which plans the date set forth in Section 1.03.d above shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Buildingextended another day. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party Lessor shall have the right to rely upon Landlord’s approval omit or modify any item or detail in Lessee's preliminary plans and specifications if Lessor, in Lessor's reasonable judgment, determines that the construction or installation of Tenant’s plans for any purpose whatsoever other such detail or item is impractical. No later than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business 30 days after Landlord’s receipt thereofof Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. If Landlord fails to respond to It is expressly understood and agreed that said final working plans and specifications shall not deviate from, and shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or unless Lessor in Lessor's reasonable judgment determines that any such submission within such 8 business day perioddetail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission said final plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Noticesubmitted to Lessee for Lessee's written approval before construction work is commenced, then but such plan submission approval, if given, shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event not relieve Tenant Lessor of the responsibility for such designof constructing structurally sound improvements free from defects. Tenant Lessee agrees it shall be solely responsible for to notify Lessor in writing of its approval or disapproval of the timely preparation and submission of all such final plans and for all elements of the design of such plans and for all costs related thereto. specifications within thirty (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner30) days after they have been received by Lessee.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within sixty (60) days after Landlord's ------------------------ receipt of the Expansion Notice, Tenant shall submit to Landlord preliminary plans and specifications for the Expansion Improvements. Within thirty (30) days after receipt and review of the preliminary plans and specifications, Landlord shall produce a Preliminary Master Schedule to construct the Expansion Improvements, which shall describe pre-development and development tasks necessary to construct the Expansion Improvements. The tasks set forth in the Preliminary Master Schedule shall include the selection of the development team, including the architect, engineers, construction manager and other necessary parties; determining a preliminary budget; and determining the schedule for design, design review by Tenant and Landlord, approvals and construction. Any suggested revisions to the Preliminary Master Schedule by Landlord or Tenant shall be solely responsible made with reasonable diligence and in good faith in accordance with the Expansion Parameters, and, after the approval of such changes by both Landlord and Tenant, the schedule as revised shall become the Master Schedule for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function construction of the balance Expansion Improvements. Landlord and Tenant shall use best efforts to limit the period from the date of Tenant's delivery of the BuildingExpansion Notice to the estimated date of substantial completion of the Expansion Improvements as set forth in the Master Schedule to no more than eighteen (18) months. Landlord’s approval is solely given for the benefit of LandlordIf Landlord shall fail to proceed in good faith or to use reasonable diligence in fulfilling its obligations under this Section 23, and neither Tenant nor any third party Tenant, in addition to its other remedies set forth in this Lease, shall have the right to rely upon Landlord’s approval exercise the Purchase Option in accordance with and subject to the terms of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under Section 23 of this Lease. Landlord’s architects The Master Schedule shall include a deadline to produce finalized plans and engineers shall respond (specifications. Once the finalized plans and specifications have been delivered and approved by the parties in accordance with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedMaster Schedule, Landlord shall send prompt written notification thereof select a general contractor (the "Contractor") reasonably acceptable to Tenant and include a reasonably detailed statement identifying Tenant. Landlord shall enter into an agreement or agreements with the reasons Contractor for such refusal or condition, and Tenant shall promptly have construction of the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond Expansion Improvements on an "open-book" cost (with approval or disapprovalsuch costs in accordance with generally recognized construction industry standards) plus a reasonable market fee with a guaranteed maximum price basis, such agreement(s) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process be subject to Tenant's reasonable approval and in standard form(s) and which may (but shall not be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible required to) include provisions regarding liquidated damages for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerconstruction delays.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Following the Execution Date, Tenant shall, at its sole cost and expense, prepare and submit to Landlord a complete set of permittable construction drawings (collectively, the “Construction Drawings”), covering all work to be performed by Xxxxxx in constructing the Tenant Improvements. Tenant shall be solely responsible for have no right to include in the preparation Construction Drawings any Tenant Improvements that would materially alter the exterior appearance or basic nature of the final architecturalBuilding, electrical or any Building systems. The Construction Drawings shall be in such detail as Landlord may reasonably require (provided that such requirements are consistent with customary practice in the Atlanta, Georgia office market) and mechanical construction drawingsshall be in compliance with all applicable statues, plans ordinances and specifications regulations; provided, however, that Landlord’s approval of the Construction Drawings shall not be deemed to be a warranty or representation that the Construction Drawings comply with all applicable statues, ordinances and regulations. Landlord shall have five (called “plans”5) necessary for business days after receipt of the Construction Drawings in which to review the Construction Drawings and in which to give to Tenant written notice of its approval of the Construction Drawings or its requested changes to construct the Premises for TenantConstruction Drawings. If Landlord requests any changes to the Construction Drawings, Tenant shall make such changes and shall, within five (5) business days of its receipt of Landlord’s occupancyrequested changes (if any), submit the revised portion of the Construction Drawings to Landlord. Landlord shall have five (5) business days after receipt of the revised Construction Drawings in which plans to review said revised Construction Drawings and in which to give to Tenant written notice of its approval of the revised Construction Drawings or its requested changes thereto. This process shall continue until such time, if at all, that Landlord approves the Construction Drawings in accordance with this subsection (c). If Landlord shall fail to give Tenant written notice of its approval or requested changes to the Construction Drawings or any revisions thereto within said five (5) business day period, Landlord’s approval thereof shall be deemed given. Thereafter, any changes to the Construction Drawings shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of prior written approval, including, without limitation, those required by any governmental authority having jurisdiction over the Building. Landlord’s approval is solely given for Notwithstanding the benefit of Landlordforegoing, and neither Tenant nor any third party shall have the right to rely upon change the Construction Drawings without obtaining Landlord’s approval prior written consent provided that (i) such changes are non-structural in nature and are not visible from outside of Tenant’s plans for the Leased Premises; (ii) such changes do not impact, in any purpose whatsoever way, any other than that Landlord tenant of the Building or such other tenants’ premises; (iii) such changes do not increase the load on any Building systems, services or utilities; (iv) the cost of such changes does not object thereto under this Lease. Landlord’s architects exceed Five Thousand and engineers shall respond No/100 Dollars ($5,000.00); and (v) Tenant provides Landlord with approval or disapprovalfive (5) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a prior written notice (of its intention to make such changes stating in reasonable detail the “Deemed Approved Notice”) advising Landlord that nature, extent and estimated cost of such plan submission changes together with the plans and specifications for the same. Tenant shall be deemed approved within 2 business days of Landlord’s receipt at all times in its preparation of the Deemed Approved NoticeConstruction Drawings, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font and of any other text contained revisions thereto, act reasonably and in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, good faith. Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying at all times in its review of the reasons for such refusal or conditionConstruction Drawings, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections any revisions thereto, act reasonably and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannergood faith.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall cause the construction of tenant improvements within the Expansion Space ("Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) days after its execution of the Amendment, Tenant shall deliver to Landlord preliminary plans ("Preliminary Plans"), to be solely responsible for utilized in the preparation of final working drawings and specifications for the Tenant Improvements. Promptly (but in no event less than five (5) business days) after its receipt of the Preliminary Plans, Landlord shall return the same to Tenant marked and accompanied by comments and Landlord's required revisions. Within five (5) days thereafter, Tenant shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final architecturalreview and approval. Within five (5) days following Landlord's approval of the Preliminary Plans, electrical Tenant shall cause its architect to prepare and mechanical construction drawingssubmit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for its review and approval. Landlord shall advise Tenant promptly after Landlord's receipt of the Working Plans of any required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications to the City of Cupertino (called “plans”"City") and other applicable governmental agencies to obtain governmental approvals and issuance of necessary for Tenant permits and licenses to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain Improvements as shown on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSWorking Plans.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for Prior to the preparation expiration of the final architecturalReview Period, electrical Seller shall submit to Buyer and mechanical construction drawings, Franchisor the then-current versions of the plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function construction of the balance of Hotel prepared by the BuildingArchitect. Landlord’s approval is solely given for When finalized by the benefit of LandlordArchitect, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other but no later than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond sixty (with approval or disapproval60) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day periodthe date of this Contract, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Seller shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all submit such plans and specifications to Buyer and Franchisor for all elements of the design approval. Buyer’s approval of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 specifications shall include an interior designer not be unreasonably withheld, conditioned or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection delayed, provided such plans and specifications comply with the review schematic design drawings approved by Buyer during the Review Period, comply with all applicable building codes and comply with Franchisor’s requirements for the Home2 Suites brand. Buyer shall have thirty (30) days after receipt thereof in which to approve of Tenantsuch plans and specifications. If Buyer objects to any part of such plans and specifications, Buyer may provide Seller with written notice of its objection to same within such thirty (30) day period and Buyer shall deliver a copy of such written notice simultaneously to Construction Lender. If Buyer fails to so object in writing to any such matter within such time, it shall be conclusively assumed that Buyer has approved same and at such time, Seller shall provide notice of the same to Construction Lender. If Buyer disapproves any part of the plans and specifications by written objection to Seller within such thirty (30) day period, Seller shall have the opportunity to cure such item within thirty (30) days of receiving Buyer’s planswritten notice of objection. In the event Seller shall fail to cure such item within such thirty (30) day period, then Buyer may elect: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon and Buyer shall notify Construction Lender in writing of its decision, if applicable. Seller shall obtain the approval of the Franchisor and Buyer with respect to all subsequent material changes to such plans and specifications, such approval by Buyer not to be unreasonably withheld, conditioned or delayed. Such plans and specifications and all revisions thereto, as approved by the Franchisor and Buyer, shall constitute the “Plans and Specifications” for purposes of this Contract.

Plans and Specifications. Tenant Prior to making any Alterations, Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plansPlans”) necessary of each proposed Alteration (other than Cosmetic Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and reasonably approved by, Landlord’s designated engineer for Tenant the affected Building System, (ii) obtain all permits, approvals and certificates required by any governmental authorities, and (iii) furnish to construct the Premises for Landlord duplicate original policies or certificates of insurance (by Tenant, and Tenant’s occupancycontractors and subcontractors in connection with such Alteration), which plans insurance shall be subject include Commercial General Liability insurance, Business Auto Liability, “All-Risk” Builder’s Risk insurance upon the entire Alteration to approval the full insurance value thereof, and Worker’s Compensation Insurance and Employer’s Liability Insurance, all issued by insurers and having coverage amounts which are reasonably satisfactory to Landlord), naming Landlord Insured Parties as an additional insured (excluding Employer’s architect Liability and engineers and Worker’s Compensation Insurance). Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given or disapproval of the Plans, or any of them, within ten (10) days after Landlord receives the Plans from Tenant. Tenant shall revise the Plans to meet Landlord’s documented objections, if any, and resubmit the Plans to Landlord for its review and approval. This review process shall continue until Landlord has approved the benefit Plans. Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Cosmetic Alteration, which notice shall contain a description of such Cosmetic Alteration and Plans for each Cosmetic Alteration. No changes (except de minimis changes) shall be made to the Tenant’s Plans without the prior written approval of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, granted or withheld in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection accordance with the review of Tenant’s plansstandard set forth in Section 9.1(a) above.

Plans and Specifications. (a) Landlord shall retain an architect selected by Landlord in consultation with Tenant shall be solely responsible ("ARCHITECT") for the preparation of the preliminary and final architectural, electrical working architectural and mechanical construction drawings, engineering plans and specifications for the Tenant Improvements (called “plans”"FINAL PLANS AND SPECIFICATIONS") necessary based upon the space plans attached hereto as EXHIBIT B-1. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than five (5) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to construct the Premises for Tenant’s occupancy, which plans give under this EXHIBIT B. The Final Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 8 below) because, in Landlord's reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect the Systems, the structure of the Building or the safety of the Building and/or its occupants; (b) impairs Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) adversely affects another tenant's premises within the Project or such other tenant's use and enjoyment of such premises; (h) is prohibited by any Encumbrance or Private Restrictions; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (j) is not, at a minimum in accordance with Landlord's building standards. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord’s architect Landlord of the Final Plans and engineers and shall comply with their reasonable requirements to avoid aesthetic Specifications or any other plans, specifications, drawings or other conflicts items associated with the design and function Tenant Improvements nor Landlord's performance, supervision or monitoring of the balance Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the Buildingadequacy of the design for Tenant's intended use of the Premises. Except as otherwise set forth in this Lease, Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-2. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost (hereafter defined in Paragraph 6), based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 5) plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 7) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised, at Tenant's cost and expense. Any such revisions shall be subject to Landlord’s 's approval is solely given in accordance with this Paragraph 3, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the benefit of Landlord, Tenant Improvements. The amended Final Plans and neither Tenant nor any third party Specifications shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission be approved by Tenant within 8 business (in writing, if requested by Landlord) not later than five (5) days after Landlord’s receipt thereof's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If Landlord fails to respond to any such submission within such 8 business day periodthe estimated Tenant Improvements Cost, which failure continues for more than 2 business days after as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved NoticeImprovements Cost, result in an Excess Tenant Improvements Cost, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised pay such Excess Tenant Improvements Cost as and when required by its architect Paragraph 7. Tenant's failure to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval approve or disapproval) to disapprove any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, matters which Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s entitled to approve or disapprove pursuant to this Paragraph 3 shall be conclusively deemed to be approval of same by Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Said improvements shall be solely responsible for the preparation of the constructed ------------------------ and completed in accordance with final architectural, electrical and mechanical construction drawings, working plans and specifications (called “to be prepared in the following manner: Lessee agrees to prepare and furnish preliminary plans and specifications, it being understood that said preliminary plans and specifications will follow the general description of said improvements hereinbefore set forth. In order to meet the anticipated Commencement Date as set forth in Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans”) necessary for Tenant to construct , specifications and company standard details within 30 days after execution of this lease. For every day which Lessee -- is in delayed after the Premises for Tenant’s occupancyexpiration of said 30 days, which plans the date set forth in -- Section 1.03.d above shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Buildingextended another day. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party Lessor shall have the right to rely upon Landlord’s approval omit or modify any item or detail in Lessee's preliminary plans and specifications if Lessor, in Lessor's reasonable judgment, determines that the construction or installation of Tenant’s plans for any purpose whatsoever other such detail or item is impractical. No later than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business 30 days after Landlord’s receipt thereofof -- Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. If Landlord fails to respond to It is expressly understood and agreed that said final working plans and specifications shall not deviate from, and shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or unless Lessor in Lessor's reasonable judgment determines that any such submission within such 8 business day perioddetail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission said final plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Noticesubmitted to Lessee for Lessee's written approval before construction work is commenced, then but such plan submission approval, if given, shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event not relieve Tenant Lessor of the responsibility for such designof constructing structurally sound improvements free from defects. Tenant Lessee agrees it shall be solely responsible for to notify Lessor in writing of its approval or disapproval of the timely preparation and submission of all such final plans and for all elements of the design of such plans and for all costs related thereto. specifications within thirty (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner30) days after they have been received by Lessee.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant At Landlord's sole cost and expense, Landlord's Architect shall be solely responsible for the preparation of the final architecturalprepare (A) on or before March 15, electrical and mechanical construction drawings1999, plans and specifications for the civil and structural trades within the Base Building Improvements (called “plans”such plans and specifications being herein referred to as "CONSTRUCTION PACKAGE #1") necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts substantially in accordance with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord901 Gateway Preliminary Specifications, and neither (B) on or before May 1, 1999, plans and specifications for all other trades within the Base Building Improvements ("CONSTRUCTION PACKAGE #2 and, together with Construction Package #1, collectively, the "BASE BUILDING PLANS AND SPECIFICATIONS"). Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent of any material deviations from the 901 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned or delayed and, provided further, that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues ten (10) days following Landlord's request for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed and provided further that if Tenant fails to respond within five (5) business days following Landlord's request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration 's use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBase Building Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant (A) Within fifteen (15) days after the Effective Date, Contractor shall be solely responsible submit to Owner for the preparation Owner’s approval two (2) sets of the final architectural, electrical and mechanical construction drawings, plans and specifications (called the “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancyDraft Plans and Specifications), which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts in conformity with the design and function provisions of the balance of Proposal, as well as the BuildingStandard Specifications, the C Set Plans and the Bid Addendum (if any). Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party If within thirty (30) days after Owner shall have received the right Draft Plans and Specifications, Owner shall not give notice to rely upon Landlord’s approval Contractor of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects comments thereon, then such Draft Plans and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Specifications shall be deemed approved by Owner and shall constitute the “Final Plans and Specifications”, as the same are referred to in this Agreement. If within 2 business thirty (30) days after Owner shall have received such Draft Plans and Specifications, Owner shall give Contractor notice of comments thereon, then Contractor shall revise the Draft Plans and Specifications in accordance with said comments to the extent that said comments shall be in conformity with the provisions of the Proposal, the Standard Specifications, the C Set Plans and the Bid Addendum (if any) and resubmit to Owner for approval within ten (10) days of Landlord’s receipt of Owner’s notice of comments. The procedure for approval and/or comments by Owner above set forth shall be repeated until such Draft Plans and Specifications shall be finally approved except that the Deemed Approved Noticetime limit for approval and revision shall be ten (10) days. Upon Owner’s approval of the Draft Plans and Specifications in accordance with this Paragraph 1(A), then such plan submission Draft Plans and Specifications, as the same may have been revised pursuant to this Paragraph 1(A) shall be deemed approved hereunderthe “Final Plans and Specifications”, as the same are referred to in this Agreement. The Deemed Approved Notice shallIf scope of the Work, as indicated in order Paragraph A of this Agreement, is limited solely to fixture installation, then the provisions of this Paragraph 1(A) shall not apply. If the scope of the Work, as indicated in Paragraph A of this Agreement, is limited solely to remodeling of existing premises, then the provisions of this Paragraph 1(A) shall not apply and the Standard Specifications, C Set Plans and the Bid Addendum (if any) described in Paragraph B of this Agreement shall be deemed to be effectivethe “Final Plans and Specifications”, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof same are referred to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAgreement.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for Landlord agrees to prepare the preparation of the final architectural, electrical and mechanical construction drawings, initial plans and specifications (called “plans”the "Initial Plans") necessary for the completion of a dividing wall in the large open area shown generally on Schedule "1" attached hereto and made a part hereof to provide for an office for the medical director and his secretary, which improvements are hereinafter referred to as the "Tenant Finish", and to submit the Initial Plans to Tenant for Tenant's approval as soon as practical after receiving Tenant's construction requirements, which construction requirements shall be submitted to Landlord within ten (10) days after the date of this Lease. Tenant shall, within fifteen (15) days after receipt of such Initial Plans from Landlord, either approve or disapprove the sane: provided, however, that should tenant request any changes in the Initial Plans which vary from Tenant's original requirements, any redrawing of such Initial Plans shall be accomplished at Tenant's sole cost and expense. If Tenant disapproves the same, Tenant shall specify in reasonable detail the reasons for any such disapproval. Any redrawing of the Initial Plans or changes therein occasioned by Tenant necessitated because of objections which are contrary to Tenant's original requirements submitted to Landlord and/or after Tenant's initial approval shall be accomplished at Tenant's sole cost and expense. The cost of such redrawing shall be paid by Tenant as additional rent hereunder within ten (10) days after tenant's receipt of Landlord's written demand therefor. Failure of Tenant to construct respond within the Premises for Tenant’s occupancy, which plans aforesaid fifteen (15) day period shall be subject deemed to be approval of such Initial Plans. In the event the Initial Plans have not been approved by Landlord’s architect Landlord and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with Tenant within sixty (60) days from the design and function date of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordthis Lease, and neither Tenant nor any third party Landlord shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under cancel and terminate this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) The Initial Plans which are approved as aforesaid are hereinafter referred to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSPlans'.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall cause the construction of tenant improvements to the Premises ("Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) days after its execution of the Lease, Tenant shall deliver to Landlord preliminary plans ("Preliminary Plans"), to be solely responsible for utilized in the preparation of final working drawings and specifications for the Tenant Improvements. Promptly (but in no event less than five (5) business days) after its receipt of the Preliminary Plans, Landlord shall return the same to Tenant marked and accompanied by comments and Landlord's required revisions. Within five (5) days thereafter, Tenant shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final architecturalreview and approval. Within five (5) days following Landlord's approval of the Preliminary Plans, electrical Tenant shall cause its architect to prepare and mechanical construction drawingssubmit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for its review and approval. Landlord shall advise Tenant promptly after Landlord's receipt of the Working Plans of any required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications to the City of Cupertino (called “plans”"City") and other applicable governmental agencies to obtain governmental approvals and issuance of necessary for Tenant permits and licenses to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain Improvements as shown on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSWorking Plans.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for Landlord will make reasonable efforts to have the preparation of the final architectural, electrical and mechanical construction drawings, Architect deliver initial proposed plans and specifications for the Tenant Improvement Work to Tenant by November 30, 2012. Tenant will cooperate fully with Landlord and the Architect in preparing the proposed plans and specifications in order to complete them as soon as is reasonably practicable. Tenant will approve or disapprove each set of proposed plans and specifications as soon as is reasonably practicable, but in any case within 10 business days after Landlord delivers them. Tenant acknowledges that if a final permit set of plans for the Phase 1 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City for permits by December 15, 2012, Landlord will not be to deliver the Phase 1 Premises by March 1, 2013. Similarly, Tenant acknowledges that Landlord will not be able to deliver the Phase 2 Premises by July 1, 2013 if: (called i) Architect is not able to deliver to Landlord and Tenant for approval an initial design development package of plans for the Connector Warm Shell Work and the Phase 2 Tenant Improvements by November 30, 2012, (ii) the final permit set of plans for the Connector Warm Shell Work is not approved by Landlord and Tenant and ready to submit to the City for permits by January 2, 2013, (iii) the final permit set of plans for the Phase 2 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City by January 15, 2013. Landlord and Tenant agree to make all reasonable efforts to meet these dates. The plans and specifications that Landlord and Tenant approve for the Tenant Improvement Work are the “plansApproved Tenant Improvement Plans ”) necessary . Landlord’s and Tenant’s review and approval of the plans and specifications for the Tenant Improvement Work is not an agreement or confirmation by either party that the Approved Tenant Improvement Plans or the Tenant Improvements are fit for any particular purpose. Landlord agrees to construct the Premises pay for Tenant’s occupancy, which plans shall be subject space planning meetings with Architect for up to approval by Landlord’s architect $10,000 worth of planning work; this cost is in addition to the Allowance. All other space planning and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function architectural costs are part of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSImprovement Costs.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Prior to making any Alterations, Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plans”"PLANS") necessary for Tenant of each proposed Alteration (other than Decorative Alterations and Acceptable Alterations), and with respect to construct any Alteration affecting any Building System, evidence that the Premises for Tenant’s occupancyAlteration has been designed by, which plans shall be subject to approval by or reviewed and approved by, Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given 's designated engineer for the benefit affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder's Risk coverage (as described in ARTICLE 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and neither Tenant nor any third party Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations (other than Decorative Alterations and Acceptable Alterations). Landlord shall have the right respond to rely upon Landlord’s any request for approval of Tenant’s plans for any purpose whatsoever other than that 's Plans within 8 Business Days after such request is made. In addition, Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall agrees to respond (with approval or disapproval) to any plan submission by Tenant resubmission of the Plans within 8 business days 5 Business Days after resubmission to Landlord’s receipt thereof. If Landlord fails to respond to any such submission Tenant's request within such 8 business day periodthe applicable review period set forth herein, Tenant shall have the right to provide Landlord with a second request for approval (a "SECOND REQUEST"), which failure continues for more than 2 business days after Tenant gives Landlord a written notice (shall specifically identify the “Deemed Approved Notice”) advising Landlord that Plans to which such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of request relates, and set forth in bold capital letters the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsfollowing statement: “FAILURE IF LANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN TWO (2) 2 BUSINESS DAYS AFTER RECEIPT HEREOF OF THIS NOTICE, THE PLANS SHALL CONSTITUTE LANDLORD’S APPROVAL BE DEEMED APPROVED AND TENANT SHALL BE ENTITLED TO COMMENCE CONSTRUCTION OF THE ALTERATIONS IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS PREVIOUSLY SUBMITTED PLANS.” In TO LANDLORD AND TO WHICH LANDLORD HAS FAILED TO TIMELY RESPOND. If Landlord fails to respond to a Second Request within 2 Business Days after receipt by Landlord, the event Plans or revisions thereto for which the Second Request is submitted shall be deemed to be approved by Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly be entitled to commence construction of the Alterations or portion thereof to which the Plans relate, provided that such Plans have (if required) been appropriately filed in accordance with any applicable Requirements, all permits and approvals required to be issued by any Governmental Authority as a prerequisite to the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit performance of such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans Alterations shall have been approved by Landlord’s architect duly issued, and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall otherwise have complied with all applicable provisions of this Lease relating to the performance of such Alterations. Upon Tenant's request, Landlord shall reasonably cooperate with Tenant in obtaining any permits, approvals or certificates required to be responsible for all elements obtained by Tenant in connection with any permitted Alteration (if the provisions of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipmentapplicable Requirement require that Landlord join in such application), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) provided that Tenant shall reimburse Landlord Landlord’s for its reasonable out-of-pocket expense incurred costs in connection with therewith. In this connection, Landlord shall join in any such applications in order to facilitate the review filing thereof by Tenant prior to final approval of the Plans in question if requested to do so by Tenant’s plans. Tenant shall give Landlord not less than 5 Business Days' notice prior to performing any Decorative Alteration or Acceptable Alteration, which notice shall contain a description of such Decorative Alteration or Acceptable Alteration.

Plans and Specifications. Landlord shall, at its sole cost, risk and expense, construct and complete, or cause to be constructed and completed, the Parking Facility, and shall install or cause to be installed the Parking Facility Equipment and other improvements to the Property which may be necessary for the use and enjoyment of the Parking Facility which are generally outlined in Exhibit D attached hereto and incorporated herein. The Landlord has provided to the Tenant the latest version of the Plans and Specifications for the Parking Facility and the Parking Facility Equipment. As the architectural drawings and other designs for the Project are developed, the Plans and Specifications shall be solely responsible for updated and revised to reflect the preparation greater detail available from the newer drawing and designs. Landlord agrees to provide Tenant with copies of the final architecturalPlans and Specifications, electrical and mechanical construction drawingsany modifications thereto, plans in electronic format to the extent readily available. Such amendments shall be made as the Landlord and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans mutually agree. The Plans and Specifications shall be subject to approval by Landlord’s architect and engineers the review of Tenant and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with applicable design criteria set forth in ordinances and policies adopted by the design and function City of the balance of the BuildingRaleigh, North Carolina. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval inspect and review the progress of Tenant’s plans for construction and review and approve any purpose whatsoever other than change orders affecting the design, operation, maintenance or cost of the Parking Facility and the Parking Facility Equipment; provided, any proposed change order that Landlord does is not object thereto under this Lease. Landlord’s architects and engineers shall respond approved or objected to with specificity within seven (with approval or disapproval7) to any plan submission by Tenant within 8 business days after Landlord’s of receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days by Tenant. The issuance of Landlord’s receipt permits by the City of Raleigh acting in its governmental capacity shall not constitute approval of the Deemed Approved NoticePlans and Specifications or of change orders by Tenant. Notwithstanding anything herein to the contrary, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ review and approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying change order by the reasons for such refusal or condition, and Tenant shall promptly have not increase the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements amount of the Facility Payment unless such change order represents an upgrade or betterment in the Parking Facility which is requested by the City; provided, however, if a change order is required to address a design of Tenant’s plans (includingerror or design deficiency, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans it shall in no event relieve Tenant increase the amount of the responsibility for such designFacility Payment. To facilitate the review and approval, each Landlord and Tenant agrees it shall appoint one or more construction representatives to meet at least weekly until the Commencement Date. Landlord’s initial construction representative(s) shall be solely responsible for the timely preparation Xxxxx Xxxxx, and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansinitial construction representative shall be Tenant’s Construction Project Administrator or his designee.

Plans and Specifications. Landlord shall provide Tenant shall be solely responsible with notice approving or disapproving any proposed plans and specifications for the preparation Tenant Improvement Work within the Required Period (defined below) after the later of Landlord's receipt thereof from Tenant or the final architecturalmutual execution and delivery of this Agreement. As used herein, electrical and mechanical "Required Period" means (a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any other plans and specifications (called “plans”) including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis for Xxxxxxxx's disapproval and the changes that would be necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by resolve Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof's objections. If Landlord fails to respond timely respond, then Tenant may deliver to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “which written notice must state in bold and all caps, "FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN TWO FIVE (25) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSTHE PROPOSED PLANS AND SPECIFICATIONS FOR THE TENANT IMPROVEMENT WORK.” In " If Landlord fails to respond within such 5-business day period, then Landlord will be deemed to have approved the event Landlord’s architect’s or engineers’ applicable plans and specifications. If, when Tenant requests Xxxxxxxx's approval of Tenant’s the plans is withheld or conditionedand specifications for the Tenant Improvement Work, Tenant has specifically requested that Landlord identify any such Tenant Improvements that Landlord will require to be removed pursuant to Section 8 of the Original Lease, and Xxxxxxxx's approval for such plans and specifications are deemed approve as provided herein, Landlord shall send prompt written notification thereof be deemed to not require the Tenant and include a reasonably detailed statement identifying Improvement Work to be removed upon the reasons for such refusal expiration or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements earlier termination of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerLease.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. The Tenant agrees to prepare, at the ------------------------ Tenant's sole cost and expense, preliminary plans for the construction and layout of the improvements which the Tenant desires to have performed in the Premises. Notwithstanding the foregoing, the Landlord shall pay the Architectural Improvement Allowance to the Tenant within thirty (30) days of presentation of an invoice for the engineered mechanical and electrical architectural drawings in an amount at least equal to the amount of the Architectural Improvement Allowance to the Landlord, provided however, that the Architectural Improvement Allowance shall not be paid prior to the Landlord's approval of Tenant's Plans (as hereinafter defined). The Tenant shall submit the Tenant's preliminary plans to the Landlord for Landlord's approval no later than June 30, 1995 (the "Preliminary Plans Submission Date"), and the Landlord shall either approve or disapprove Tenant's preliminary plans within three (3) business days following the date of submission. At the Tenant's sole cost and expense, the Tenant shall cause Tenant's preliminary plans to be solely responsible revised in a manner sufficient to remedy the Landlord's objections and/or respond to the Landlord's concerns and for such plans, including engineered mechanical and electrical drawings ('Tenant's Plans') to be redelivered to the Landlord in no event later than July 7, 1995 ("Final Plans Submission Date") and the Landlord shall either approve or disapprove Tenant's revised plans within three (3) business days following the date of submission. Time is of the essence with respect to the preparation and submission of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans 's Plans. Tenant's Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer being subject to approval by the Landlord’s architect and engineers 's approval, and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance the applicable requirements of the Americans with lawDisabilities Act of 1990, functionality and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord has heretofore been furnished early drafts of designTenant's preliminary plans and, provided Tenant's preliminary plans furnished under this Exhibit B are consistent therewith, the structural integrity Landlord shall not unreasonably withhold its consent thereto. If Tenant's Plans shall not be approved by the Landlord by July 12, 1995 (the "Final Plans Date"), the Landlord shall have the right, without limitation of other rights or remedies, to terminate this Lease by giving notice thereof to the Tenant at any time after the Final Plans Date, provided, however, and subject, nevertheless, to the provisions set forth in Section 5 hereof, that the Tenant may elect to defer the effective termination date by notice given to the Landlord within five (5) days of Landlord's notice of termination, provided, further, that such notice by the Tenant shall contain an indication of the design, the configuration reasonable likelihood of the Premises Tenant's Plans being approved by the Landlord prior to the effective termination date, as deferred. Upon such termination, this Lease shall cease and come to an end in accordance with the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design terms of such plans notice and for all costs related thereto. (without further obligation or liability on the part of either party, except as follows: The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse pay to the Landlord the damages suffered by the Landlord by reason of such termination including, without limitation, an amount equal to the Landlord’s reasonable 's out-of-pocket expense expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to Section 4 below, through the review of Tenant’s planseffective termination date.

Plans and Specifications. Landlord shall submit to Tenant a complete set of the proposed construction plans, working drawings, and specifications (the “Plans”) prepared at Landlord’s sole cost and expense. Tenant shall be solely responsible for allowed fifteen (15) days within which to examine the preparation Plans and to advise Landlord of Tenant’s approval or disapproval of the final architecturalsame; provided, electrical and mechanical construction drawingshowever, plans and specifications (called “plans”) necessary for Tenant’s approval shall not be unreasonably withheld, conditioned or delayed. The failure of Tenant to construct advise Landlord within such fifteen (15) day period shall be deemed to constitute the Premises for approval of the Plans by Tenant as of the fifteenth (15th) day following Tenant’s occupancyreceipt of the Plans. If Tenant shall have a reasonable basis for disapproval of any portion of the Plans, which plans Tenant shall give Landlord its reasons therefor in writing within said fifteen (15) day period and, provided said changes are reasonable, Landlord shall cause the Plans to be subject revised so as to meet Tenant’s reasonable objections. Landlord shall submit the revised Plans to Tenant within fifteen (15) days after receipt of Tenant’s reasons for disapproval of the Plans. Within fifteen (15) days after Tenant’s receipt of the revised Plans, Tenant shall advise Landlord in writing of its approval by of the revised Plans or notify Landlord of any additional objections. Landlord and Tenant and General Contractor shall use good faith efforts to resolve any dispute regarding revisions to the Plans in an expeditious manner to the mutual satisfaction of Landlord and Tenant; provided however, in the event a dispute cannot be so resolved, Landlord’s architect and engineers an architect selected by Tenant shall agree upon a resolution to said dispute and the resolution shall comply with their reasonable requirements be binding upon Landlord and Tenant. The Plans which have been approved by Tenant are referred to avoid aesthetic or other conflicts with as the design “Approved Final Plans and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party Specifications.” Landlord shall have the right to rely upon make changes in the Approved Final Plans and Specifications (subject to Tenant’s further review and approval of same as provided above and which approval shall not be unreasonably withheld) in which event, to the extent said changes cause Construction Costs to exceed the Construction Cap, Landlord shall pay the amount by which the total additional cost related to such changes exceeds any savings resulting therefrom. Tenant shall be responsible, at Tenant’s sole cost and expense, for any change orders requested solely by Tenant or any governmental permitting authority. Tenant shall have the right to make changes in the Approved Final Plans and Specifications in which event, to the extent said changes cause Construction Costs to exceed the Construction Cap, Tenant shall pay the amount by which the total additional cost related to such changes exceeds any savings resulting therefrom as provided in subsection 4.1.3. Landlord shall, at Landlord’s approval sole cost and expense outside the Construction Cap, pay any architectural or engineering fees, costs or expenses associated with: (i) preparation of Tenant’s plans for the Approved Final Plans and Specifications, (ii) any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects independent architectural inspection of the Construction, if any, and engineers shall respond (with approval or disapprovaliii) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day periodpreparation of the site and civil engineering drawings, which failure continues for more than 2 business days after Tenant gives Landlord all as a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days part of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedWork, Landlord shall send prompt written notification thereof pay such amounts directly to Tenant and include a reasonably detailed statement identifying the reasons for such refusal architectural or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be engineering firm responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerplan preparation.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant's Consultants shall provide Landlord with all of the necessary final plans and specifications including working drawings ("Final Plans") required to construct the Improvements. Tenant's Consultants will be submitting partially complete plans and specifications to Landlord from time to time. By the dates set forth in the Plans Schedule, attached to and incorporated in this Lease as Schedule I ("Plans Schedule"), Tenant's Consultants shall provide Landlord with plans and specifications in a form and with a level of completeness reasonably satisfactory to Landlord so that Landlord may immediately commence construction without further delay or action requested by Tenant ("Constructable Plans"). Upon Landlord's receipt of Constructable Plans, Landlord shall promptly (1) proceed with the construction contemplated thereby without delay to the extent reasonably possible; and (2) review the Plans within fifteen (15) days of receipt and shall notify Tenant: (a) whether the Plans do not constitute Constructable Plans, (b) whether the scope of the Work is not consistent with the Design Development Drawings, (c) if the Substantial Completion Date (as defined below) and Beneficial Occupancy Date will need to be solely adjusted as a result of the impact of (a) or (b) above and (d) the number of days of Tenant Delay resulting from the above. Landlord and Tenant agree to use best efforts to agree on the above items. Landlord shall in no way be responsible for the preparation layout, design or engineering of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct Premises provided that Landlord constructs the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts in conformance with the design Constructable Plans and function of the balance of the BuildingFinal Plans. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right specifically agrees that all Plans delivered to rely upon Landlord’s approval of Landlord by Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission 's Consultants shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect Tenant and engineers without unreasonable objection or conditionthat the Improvements represented by such Plans are desirable and suitable for Tenant's anticipated needs. Without limiting the foregoing, Tenant Once any Constructable Plans have been received and accepted by Landlord any changes shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer considered a change order subject to any necessary time delays or space planneradditional costs.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Lessee shall submit to Lessor for its approval a complete set of the Plant Layout Plans and the Interconnection Plans, respectively. The Plant Layout Plans and the Interconnection Plans shall be solely responsible for consistent in all material respects with the preparation description of the final architecturalLNG Facility contained on Exhibit "C". Provided that the Plant Layout Plans and the Interconnection Plans are in all material respects consistent with said description, electrical the other provisions of this Lease and mechanical construction drawingsall Legal Requirements, Lessor shall not unreasonably withhold its consent to such plans. Lessor shall either approve or disapprove each submittal pursuant to this Section 8.1 as soon as is reasonably practical after receipt of a complete submittal, but in any event within [***] after receipt thereof (and if such submittal is a request for an approval of a modification to a previously-approved submittal, within [***] after receipt thereof). Lessor's failure to respond within such [***] period (or such [***] period, as applicable) shall be deemed as its approval of the submittal (or modification, as applicable). If Lessor disapproves of the submittal, it shall so notify Lessee in writing within said [***] period, as applicable) and, at the same time, provide Lessee with a reasonably detailed statement of the reasons why such submittal was disapproved. In such latter event, Lessor and Lessee agree to cooperate reasonably with each other in resolving any objections of the other to the submittal or requested revisions. Once the Plant Layout Plans and Interconnection Plans have been approved by Lessor, such approval shall be binding on Lessor (absent a misrepresentation by Lessee) and no further approval by Lessor of such plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancyor Permits shall be required unless such plans are subsequently modified in any material respect, in which plans case such modifications shall be subject to Lessor's approval by Landlord’s architect and engineers and in accordance with this Section 8.1. Lessor shall comply not be deemed to have incurred or assumed any obligation or responsibility in connection with their reasonable requirements to avoid aesthetic or other conflicts with the design and function any aspect of the balance Plant Layout Plans or the Interconnection Plans, and nothing in the Project Agreements, nor any act or failure to act on the part of Lessor, shall be construed as a warranty or representation as to the adequacy or fitness of the BuildingLNG Facility or any aspect thereof or a waiver of a claim by Lessor relating to the LNG Facility. Landlord’s approval is solely given for Once the benefit of Landlord, Plant Layout Plans and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall Interconnection Plans have been approved by Landlord’s architect Lessor, Lessor and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant Lessee shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance enter into an amendment to this Lease which supplements Exhibit "C" with law, functionality of design, the structural integrity of the design, the configuration of the Premises references to title and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of date all such plans approved Plant Layout Plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerInterconnection Plans.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord agrees to furnish all of the material and labor and to do all things necessary for the construction of a building and related improvements (together, the "Building") on the Demised Premises at Landlord's sole cost and expense. The Building shall be solely responsible constructed in a good and workmanlike manner in accordance with Preliminary Plans and Specifications, and any correspondence amending the same, described in Exhibit B attached hereto and made a part hereof, in accordance with applicable building and zoning regulations as the same are presently enforced by the governmental bodies having jurisdiction thereof. Landlord agrees to forthwith prepare Final Plans and Specifications in accordance with Exhibit B and in accordance with applicable building and zoning regulations and submit the same to Tenant for Tenant's approval. Tenant agrees that it will not withhold its approval except for just and reasonable cause and will not act in an arbitrary or capricious manner with respect to the preparation approval of the final architecturalFinal Plans and Specifications. When the Final Plans and Specifications have been approved by Landlord and Tenant by affixing thereon the signature of an authorized officer or employee of each of the respective parties, electrical the Final Plans and mechanical construction drawings, plans Specifications shall be attached to each party's copy of this Lease and specifications (called “plans”) necessary for shall supercede the Preliminary Plans and Specifications. Landlord agrees to appoint a competent and experienced engineer to work with Tenant in the design of the Building so that the same will meet the requirements of Tenant and Tenant agrees to appoint an officer or employee of Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply work with their reasonable requirements to avoid aesthetic or other conflicts with Landlord in the design and function of the balance of the Building. Landlord’s approval is solely given If Tenant requests a change order for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s Building after approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt both parties of the Deemed Approved Notice, then Final Plan and Specifications but prior to completion of the Building and Landlord approves such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingchange order, Tenant shall be responsible for all elements bear the cost of such change order; provided, however, that the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission net cost or saving of all such plans and for all elements change orders shall be determined upon completion of the design Building and if the total cost of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) change orders exceeds the savings of change orders, Tenant shall reimburse pay to Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review such excess of cost over savings within thirty (30) days of Tenant’s plans's receipt from Landlord of an invoice for the same.

Plans and Specifications. Tenant shall be solely responsible for the preparation Within thirty (30) days after full execution of the final architectural, electrical Lease and mechanical construction drawings, receipt of Landlord’s plans and specifications for Landlord’s Work, Tenant shall cause to be prepared fully- dimensioned quarter-inch (called “plans1/4”) necessary for Tenant to construct the Premises for scale plans (“Tenant’s occupancyPlans”), which to be delivered to Landlord for review and approval. The plans shall be subject to approval by show, among other things, the specific requirements for the Premises, showing clearly the storefronts, interior partitions, trade fixture plans, lighting, electric outlets, floor coverings, exterior signs, and other specific requirements of Tenant, all in conformity with Landlord’s architect Work, and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the BuildingTenant’s Work. Within ten (10) business days after Landlord’s approval is solely given for the benefit receipt of Tenant’s Plans, Landlord shall return Tenant’s Plans to Tenant with Landlord’s required modifications or approval. Within fifteen (15) days after Tenant’s receipt of Landlord’s required modifications of Tenant’s Plans, Tenant shall cause Tenant’s Plans to be revised and neither Tenant nor any third party shall have the right resubmitted to rely upon Landlord for approval. Within five (5) business days following Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice Plans (the “Deemed Approved NoticeSubmittal Date”) advising ), Tenant shall, at Tenant’s sole cost and expense, apply for Tenant’s Building Permits and all other permits required for Tenant’s Work, use and occupancy of the Premises, specifically including Tenant’s exterior sign plans, and Tenant shall submit Tenant’s Plans to all applicable governmental authorities for approval. Tenant shall diligently seek to obtain Tenant’s Building Permits and shall notify Landlord that such plan submission in writing of any changes to Tenant’s Plans required by any governmental authority. All changes to Tenant’s Plans shall be deemed approved within 2 business days subject to Landlord’s approval. For each Tenant submission to the applicable governmental authorities, Tenant agrees it shall pay any reasonable fees which may be stipulated by such authorities for the expediting of Landlordthe processing of Tenant’s Building Permits. Upon Tenant’s receipt of Tenant’s Building Permits, Tenant shall immediately deliver each of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order following to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsLandlord: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (a) two (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In sets of the event final plans for Tenant’s Work as approved by the applicable governmental authorities (“Tenant’s Approved Plans”); (b) a copy of Tenant’s Building Permit; and (c) executed copies of policies of insurance or certificates thereof (as required under Article 14). Notwithstanding Landlord’s architect’s or engineers’ review and approval of Tenant’s plans is withheld Plans, neither Landlord, nor its agents, servants or conditioned, Landlord employees shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) any liability in any respect to any plan re-submission by Tenant within 8 business days after Landlordinadequacies, deficiencies, errors or omissions in Tenant’s receipt thereof. Such process shall be followed until Plans or the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design failure of Tenant’s plans (including, without limitation, compliance Plans to comply with applicable law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Prior to making any Alterations (other than Decorative Alterations), Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plans”"Plans") necessary of each proposed Alteration, and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord's designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration), commercial general liability (including property damage coverage) and business auto insurance and Builder's Risk coverage (as described in Article 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations (excluding Decorative Alterations and Permitted Minor Non-Structural Alterations). Tenant shall give Landlord not less than 5 Business Days notice prior to construct the Premises for Tenant’s occupancyperforming any Decorative Alteration or Permitted Minor Non-Structural Alteration, which plans notice shall be subject to approval by Landlord’s architect and engineers and contain a description of such Decorative Alteration or Permitted Minor Non-Structural Alteration. Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function have 10 Business Days after receipt of the balance Plans within which to approve or disapprove of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans Plans for any purpose whatsoever proposed Alterations (other than that Landlord does not object thereto under this Lease. Landlord’s architects Decorative Alterations and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofPermitted Minor Non-Structural Alterations). If Landlord fails to respond to any such submission timely approve or disapprove the Plans within such 8 business day period, which failure continues for more than 2 business days after 10 Business Day period and Tenant gives a second written request therefor to Landlord, then if Landlord a does not specifically disapprove of the Plans within five Business Days after Landlord's receipt of such second written notice (request, the “Deemed Approved Notice”) advising Landlord that such plan submission second request shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible will develop a space plan for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant Leased Premises that is reasonably acceptable to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved NoticeSpace Plan”). Within thirty (30) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlordafter Xxxxxxxx’s receipt of the Deemed Approved NoticeSpace Plan, Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the “Plans and Specifications”) covering all work to be performed by Landlord in constructing the leasehold improvements to the Leased Premises in accordance with the Space Plan (the “Tenant Improvements”). Tenant shall have five (5) business days after receipt of the Plans and Specifications in which to review the Plans and Specifications and to give Landlord written notice of Tenant’s approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant shall have no right to request any leasehold improvements or any changes to the Plans and Specifications that would materially alter the Leased Premises, the exterior appearance or basic nature of the Building, or the Building systems. If Tenant fails to approve or request changes to the Plans and Specifications within five (5) business days after its receipt of the Plans and Specifications, then such plan submission Tenant shall be deemed to have approved hereunderthe Plans and Specifications and the same shall thereupon be final. The Deemed Approved Notice shall, in order If Tenant requests any changes to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedPlans and Specifications, Landlord shall send prompt written notification thereof to make those changes which are reasonably requested by Tenant and include a reasonably detailed statement identifying shall within five (5) business days of its receipt of such request submit the reasons for such refusal or condition, revised portion of the Plans and Specifications to Tenant. Tenant shall promptly have may not thereafter disapprove the plans revised by its architect portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans comments of Tenant and, subject to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, the Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall be responsible for at all elements times in its review of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises Plans and the placement of Tenant’s furniture, appliances and equipment)Specifications, and Landlordof any revisions thereto, act reasonably and in good faith. Xxxxxx agrees to confirm Xxxxxx’s approval of Tenantconsent to the Plans and Specifications in writing within three (3) days following Xxxxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerwritten request therefor.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any), be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Land lord (“Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved NoticeArchitect”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition), and Tenant shall promptly have be available to meet with Landlord ‘s Architect so as to assure that the plans revised Plans and Specifications can be submitted to Landlord following approval by its architect Tenant within ten (10) days following Lease execution (or in the case of a modification to incorporate all the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord ‘s reasonable objections discretion within ten (1 0) days thereafter. If the Plans and conditions presented Specifications are not approved by Landlord, Tenant shall haves period often (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. ten (10) day period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, Landlord may prepare Plans and Specifications in accordance with Landlord’s architects requirements, and engineers the construction of the Leasehold Improvements shall respond (with approval or disapproval) to any plan re-submission proceed as if the final Plans and Specifications had been resubmitted by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been and approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Tenant, at its sole cost and expense, shall be solely responsible for cause the preparation of the complete and final architectural, electrical and mechanical construction drawings, plans and complete detailed specifications covering each building trade concerned in the demolition of the existing structure and construction of the Development (called collectively, the “plansPlans”) by _ (“Tenant’s Architect”), and shall submit the same to the University for the University’s approval no later than _ days after the Effective Date. The Plans shall be full and complete in all respects as may be necessary for Tenant to construct the Premises for demolition/construction and determination of the specific scope of the Development and shall be stamped by Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or conditionArchitect. Without limiting the generality of the foregoing, the Plans shall identify the basic materials for the exterior of the Development and shall include preliminary grading and drainage plans, utilities, sewer and utility services connections and locations, locations of ingress and egress to and from public thoroughfares or dedicated rights of way, curbs, gutters, parkways, street lighting, design and location for all outdoor signs, storage areas, landscaping, and parking areas, all sufficient to enable potential contractors and subcontractors to make a reasonably accurate bid and estimates and to enable Landlord and Tenant to make an informed judgment about the design and quality of construction of the Development. The Plans shall be accompanied by supporting information which shall contain information and materials reasonably sufficient to allow the Landlord to validate that Tenant has sufficient financing to construct the Development in accordance with the Plans, taking into account the completion guaranty required by Section 21 below. After Tenant submits the Plans to the University, the University will have sixty (60) days to approve or disapprove the Plans, and in the event the University does not approve the Plans, the University will advise Tenant in writing and in reasonable detail of the University’s objections to the Plans. Failure by the University to approve or disapprove the Plans within such sixty (60) day period will constitute an approval by the University. In the event the University disapproves the Plans, Tenant will incorporate the University’s objections and comments into the Plans within a reasonable period after Tenant’s receipt of such objections and comments (except to the extent such objections and comments do not comport with Applicable Laws or good engineering practices), and in no event longer than sixty (60) days after receipt of such objections and comments, and resubmit the same to the University, who will then have sixty (60) days to approve or disapprove the revised Plans. In the event the University does not approve the revised Plans, the procedures set forth herein will be followed until such time as the University has approved the revised Plans. Notwithstanding the foregoing, if, after good faith efforts, the Parties cannot resolve such objections and comments to the Plans within one hundred twenty (120) days after the Effective Date, then either Party may, by written notice to the other, terminate this Lease. The Plans will be approved by the University and Tenant by affixing thereon the signature of an authorized officer of each of such respective parties and after approval shall be incorporated by reference herein as Exhibit E. In the event Tenant desires to modify or change the Plans after the same have been approved in the manner provided above, Tenant shall be responsible submit such modifications or changes to the University for all elements review and consideration and the procedures governing approval of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, Plans will apply to any such modifications or changes. Any approval by the structural integrity University of the design, the configuration Plans will not in any way be construed or deemed to constitute a representation or warranty of the Premises and University as to the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant adequacy or sufficiency of the responsibility Plans or the improvements to which they relate, for any reason, purpose or condition, but such design. Tenant agrees it shall approval will merely be solely responsible for the timely preparation and submission of all such plans and for all elements consent of the design of such plans and for all costs related thereto. (The word “architect” University as used in this Section 3.2 shall include an interior designer or space plannermay be required hereunder.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. Tenant The Building and improvements shall be solely responsible constructed substantially as depicted on approved site plan for the preparation project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by Xxxxxxxx (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the final architecturalroof from the design originally contemplated by the parties, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to approval by Landlord’s architect make reasonable changes or substitutions of substantially equivalent products and engineers materials for those listed in the Plans and shall comply with their reasonable requirements Specifications in the event of unavailability or unanticipated price increases or to avoid aesthetic or other conflicts with unnecessary delays in the design and function of the balance construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Landlord’s approval is solely given for Once the benefit Plans and Specifications and Scope of LandlordWork have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and neither Tenant nor any third party shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to rely upon Landlord’s approval of Tenant’s plans approve or disapprove the actual cost as reflected in the bids and to withdraw the request for any purpose whatsoever other than a change in the Plans and Specifications, provided that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with such approval or disapprovaldisapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any plan submission by Tenant within 8 increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days after Landlord’s receipt thereoffollowing the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Landlord fails Owner timely comments or raises any objection to respond to any such submission the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within such 8 business day period, which failure continues for more than 2 five (5) business days after Tenant gives Landlord and, if necessary, will convene a written notice meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the “Deemed Approved Notice”) advising Landlord that such plan submission parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission to be changes concerning which Owner shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionliable for, and Tenant shall promptly have pay any increase in the plans revised Contract Price directly occasioned by its architect to incorporate all reasonable objections such changes and conditions presented the cost incurred by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (Kirco in connection therewith including, without limitation, compliance any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with lawrespect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of designthe work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the structural integrity Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the designPlans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, the configuration of the Premises and the placement work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans which costs shall in no event relieve Tenant of be the responsibility for such design. Tenant agrees it of Owner and shall be solely responsible for added to the timely preparation Contract Price. In general, all work not expressly included within the Scope of Work and submission not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all such plans construction pursuant to all approved Plans and for all elements of Specifications is included within the design of such plans and for all costs related thereto. (The word “architect” Contract Price, as used the same may be adjusted in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection accordance with the review terms of Tenant’s plansthis Agreement.

Plans and Specifications. If Landlord approves such Construction Project, Tenant shall hire an architect, engineer or other professional to oversee construction, who shall be solely responsible acceptable to Landlord (the "CONSTRUCTION CONSULTANT"); provided that Tenant may use an in- house Construction Consultant with at least 10 years or related experience. Tenant shall submit the architectural and engineering drawings and specifications in a manner consistent with Tenant's past practices and consistent with industry practice (as such plans and specifications may be developed or revised from time to time (the "PLANS AND SPECIFICATIONS") to Landlord for the preparation its review and approval, which approval shall not be unreasonably withheld. The Plans and Specifications will include complete sets of the final architectural, structural, mechanical, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given plumbing working drawings for the benefit of Landlord, Construction Project. Landlord will either approve or disapprove the Plans and neither Tenant nor any third party shall have Specifications within fifteen (15) days after the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that date Landlord receives the Plans and Specifications. If Landlord does not object thereto under this Leaseapprove the Plans and Specifications, Landlord will inform Tenant in writing of its objections and Tenant will revise the same and deliver a corrected version to Landlord for its approval. Landlord’s architects and engineers Tenant shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt not commence construction of the Deemed Approved Notice, then Construction Project for which Tenant seeks prompt reimbursement of advances by Landlord until such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice time as large as the font Tenant has complied with SECTION 1 of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedthis ARTICLE XV, Landlord shall send prompt written notification thereof to has approved the Plans and Specifications, Landlord and Tenant have executed and include delivered a reasonably detailed statement identifying the reasons for such refusal or conditionnew Addendum hereto, complete with revised EXHIBITS A AND B, and the proceeds of Additional Bonds have been deposited into the Construction Account established under the Indenture; Tenant shall promptly not commence construction of the Construction Project for which Tenant has elected pursuant to SECTION 1 of this ARTICLE XV to defer reimbursement of advances by Landlord pending issuance of Additional Bonds until such time as Tenant has complied with SECTION 1 and SECTION 2 of this ARTICLE XV, Landlord has approved the Plans and Specifications and Landlord and Tenant have the plans revised by its architect executed and delivered a new Addendum hereto. Unless otherwise agreed to incorporate all reasonable objections and conditions presented in writing by Landlord and Tenant, all work involved in completion of the Construction Project shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission be carried out by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until in accordance with the plans shall have been Plans and Specifications approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation and submission to Landlord of the final architectural, electrical electrical, mechanical and mechanical plumbing construction design drawings, construction plans and specifications required to permit, construct and complete the TIW (called “plans”"TIW Plans") and all and all other information required by Landlord and the General Contractor necessary for Tenant to construct perform the Premises for Tenant’s occupancy, which plans TIW. The TIW Plans shall be subject to the approval by of Landlord’s 's architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance Building. If requested by Xxxxxx, Xxxxxxxx's architect will prepare the TIW Plans necessary for the TIW at Tenant's cost. Whether or not the TIW Plans are prepared with the help (in whole or in part) of Xxxxxxxx's architect, Xxxxxx agrees to remain solely responsible for the preparation and submission of the BuildingTIW Plans and all costs related thereto. Xxxxxx has assured itself by direct communication with the architect and engineers (Landlord’s 's or its own, as the case may be) that the Final Plans can be delivered to Landlord on or before the Final Plans Date, provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and when requested by them and Landlord responds with its approval or disapproval of the TIW Plans and any revisions to the TIW Plans within the periods specified in this Section 3.2; and Tenant covenants and agrees to cause said Final Plans to be delivered to Landlord on or before Final Plans Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the TIW Plans before the Final Plans Date. Time is solely given of the essence in respect of the preparation and submission of plans by Xxxxxx and Xxxxxxxx's response to each submission of the TIW Plans or the revised TIW Plans by Xxxxxx. The TIW Plans shall require Landlord's approval, which shall not be unreasonably withheld, delayed or conditioned. Landlord shall give Tenant notice, in reasonable detail, of any reasonable objections or concerns Landlord may have with respect to any TIW Plans or revised TIW Plans within 7 business days after Landlord's receipt of TIW Plans or revisions, and if Landlord does not give such notice within the aforesaid 7-business day period, Landlord shall be deemed to have approved the TIW Plans in question. Landlord shall not be deemed unreasonable for withholding approval of plans which (i) involve or might affect any structural element or exterior element of the Building or any portion thereof, or (ii) might, in Landlord's reasonable opinion, materially adversely affect the value of the Building or any portion thereof, or (iii) might materially adversely affect the proper functioning of the Building systems. If Landlord reasonably and timely objects to the TIW Plans, or any portion thereof, Tenant shall cause the TIW Plans to be revised in a manner sufficient to remedy Landlord's reasonable objections and respond to Landlord's reasonable concerns and redelivered to Landlord as soon as reasonably possible after Xxxxxx's receipt of Landlord's notice of objection (Tenant hereby agreeing to use best efforts to respond within five (5) business days). The aforesaid process shall be repeated until the plans are approved by Landlord. The final TIW Plans approved by Landlord shall be called the "Final Plans." Tenant shall use diligence to submit revised TIW Plans and both parties shall cooperate to diligently complete the Final Plans by the Final Plans Date. Landlord shall cause the TIW to be completed, in accordance with this Lease, by Erland Construction (the "General Contractor") and by subcontractors selected and engaged by Landlord and the General Contractor. Landlord shall cause the General Contractor to obtain competitive bids for the benefit TIW from at least three subcontractors for each major trade of Landlord, and neither work involved in the TIW. Tenant nor any third party shall have the right to rely upon Landlord’s approval specify one subcontractor reasonably acceptable to Landlord to participate in such competitive bidding for each such trade. One of Tenant’s plans the three subcontractors shall employ non-union labor, unless no such subcontractor is available to perform any particular trade. Landlord shall cause the General Contractor to accept the lowest qualified bid submitted for any purpose whatsoever other than that Landlord does not object thereto under each such trade unless such bid fails to conform to the Final Plans or the requirements of this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 Within 10 business days after the date of the delivery of Final Plans to Landlord’s receipt thereof, Landlord shall provide to Tenant a written summary (the "Cost Proposal") of the cost of the TIW, based on the Final Plans. If The Cost Proposal (and any revisions thereto) shall include such reasonable supporting documentation as Tenant shall reasonably require to confirm the accuracy of the calculation of Tenant's Share (as hereinafter defined) and compliance with the terms of this Lease. Tenant shall give written notice to Landlord fails to respond to of any disapproval of the Cost Proposal, together with reasons for such submission disapproval, within such 8 business day period, which failure continues for more than 2 five business days after receiving the Cost Proposal from Landlord. Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt not unreasonably withhold or condition its approval of the Deemed Approved Notice, then Cost Proposal. If Tenant fails to deliver such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order notice of disapproval to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in Landlord within such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan refive-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingbusiness-day period, Tenant shall be responsible for all elements deemed to have approved the Cost Proposal. If Tenant reasonably disapproves the Cost Proposal within such five-business-day period, Tenant shall revise the Final Plans within such 5-day period, subject to Landlord's approval, which shall not be unreasonably withheld, delayed or conditioned. Within 5 business days after Xxxxxx's submitting of the design revised Final Plans, Landlord shall submit a revised Cost Proposal to Tenant based on the revised Final Plans and shall then be released to commence the TIW. Tenant and Landlord agree to hold weekly project meetings with the architect and contractor commencing fourteen (14) days after the date this Lease is executed. In calculating the costs of Xxxxxxxx's Work for the purpose of determining Tenant’s plans 's Share (includingthe "Contract Price"), without limitation, compliance such costs shall include only the sum of (i) fees and expenses paid to architects and engineers in connection with law, functionality of design, the structural integrity preparation and revision of the designFinal Plans, (ii) the configuration total of all bids from subcontractors accepted by the General Contractor in accordance with this Lease (the "Hard Costs"), (iii) a charge for the General Contractor's general conditions (equitably allocated to the TIW) not to exceed ten (10%) percent of the Premises Hard Costs (the "General Conditions") and a fee equal to 5% of the placement sum of Tenant’s furniture, appliances and equipment)the Hard Costs PLUS the General Conditions, and (iv) a fee payable to Nordblom Development Company on account of the management of Landlord’s approval 's Work equal to 3% of Tenant’s plans the sum of the Hard Costs, PLUS the General Conditions, PLUS the General Contractor's fee. Landlord shall in no event relieve complete Landlord's Work at its sole expense, subject to reimbursement by Tenant of the responsibility for amount ("Tenant's Share") by which the Contract Price, as specified in the Cost Proposal (subject to increases or decreases under the next paragraph), exceeds the Allowance. If, after the Cost Proposal has been approved by Landlord and Tenant, Tenant requests any changes or substitutions to the Final Plans, all such design. Tenant agrees it changes shall be solely responsible subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned. Before implementing any such change or substitution, Landlord shall prepare and deliver to Tenant, for Tenant's approval, a change order, on the timely preparation form attached to this Lease as Exhibit D, setting forth any increase or decrease in the Contract Price resulting from such change. If Tenant fails to approve such change order within five business days after receiving it from Landlord, Tenant shall be deemed to have withdrawn its request. If Tenant approves such change order, Landlord shall make the requested change or substitution to Landlord's Work and submission of all such plans and for all elements shall revise the Cost Proposal if necessary. Landlord shall cause its General Contractor to retain until ninety (90) days after the substantial completion of the design of such plans Leasehold Improvements complete and for accurate financial records with respect to all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense and expenses incurred in connection with the review performance of the Landlord's Work, and Tenant shall have the right to inspect such records during normal business hours for the purpose of verifying such costs. Tenant shall pay to Landlord 50% of Tenant’s plans's Share, determined in accordance with the final Cost Proposal approved by Landlord and Tenant (the "First Payment"), within ten business days after receiving such Cost Proposal. On the Commencement Date, Tenant shall pay to Landlord a sum equal to 90% of Tenant's Share, determined in accordance with such Cost Proposal, as increased or decreased by any change orders, less the amount of the First Payment. Any contrary provision of this Lease notwithstanding, until completion of all Punch List Items, Tenant shall have the right to retain a sum equal to ten percent of Tenant's Share. Tenant shall pay Landlord such retained sum within 30 days after the completion of all Punch List Items.

Plans and Specifications. Tenant shall be solely responsible for Within twenty (20) Business Days prior to the preparation planned commencement of construction of the final architecturalUnimproved Space, electrical Subtenant shall prepare and mechanical submit to Sublandlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed and for Master Landlord’s approval, construction drawings, plans and specifications (called “plans”) necessary for Tenant all improvements to construct the Premises for Tenant’s occupancyUnimproved Space to be constructed by Subtenant, which plans shall be subject including but not limited to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic any proposed demolition or other conflicts with the design and function modification of the balance of existing improvements in the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofUnimproved Space. If Landlord Sublandlord fails to respond to Subtenant’s request for approval of such construction drawings, plans and specifications within fifteen (15) days of receipt and such delay is not attributable to any such submission within such 8 business day perioddelay by Master Landlord in granting its own approval, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Sublandlord shall be deemed to have approved within 2 business days such construction drawings, plans and specifications. Such construction drawings, plans and specifications, once approved by Sublandlord and Master Landlord, are referred to herein and throughout this Sublease as the “Plans and Specifications”. The Plans and Specifications shall be prepared and submitted in accordance with the requirements of Landlord’s receipt Exhibit C-I and Exhibit C-2 of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or conditionMaster Lease. Without limiting the generality of the foregoing, Tenant the Plans and Specifications shall be responsible for all elements of show the design of Tenant’s plans following details: partition layout (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipmentdimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Subleased Premises. Subtenant shall not make any material modification to the Plans and Specifications without first submitting the proposed modification to Sub landlord and Master Landlord and obtaining Sublandlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and obtaining Master Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related written consent thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord shall be solely responsible retain an architect selected by Landlord ("Architect") for the preparation of the preliminary and final architectural, electrical working architectural and mechanical construction drawings, engineering plans and specifications for the Tenant Improvements (called “plans”"Final Plans and Specifications"). Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) necessary days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to construct give under this EXHIBIT B. Any written disapproval of Tenant shall set forth Tenant's specific objections thereto. If Tenant disapproves any matters subject to its review and approval, Landlord and Tenant, within three (3) business days after Landlord's receipt of such objections, shall meet and confer and negotiate in good faith to resolve such disputed matters. Landlord and Tenant shall indicate their approval of the Premises for Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant’s occupancy, which plans Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. At Tenant's request, the Final Plans and Specifications may be revised once as a result of Tenant's review of the cost breakdown, at Tenant's sole cost and expense. Any such revisions shall be subject to approval Landlord's reasonable approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. The amended Final Plans and Specifications shall be approved by Tenant (in writing, if requested by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other ) not later than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond three (with approval or disapproval3) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If Landlord fails to respond to any such submission within such 8 business day periodthe estimated Tenant Improvements Cost, which failure continues for more than 2 business days after as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved NoticeImprovements Cost, result in an Excess Tenant Improvements Cost, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised pay such Excess Tenant Improvements Cost as and when required by its architect Paragraph 9.A. Tenant's failure to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval approve or disapproval) to disapprove any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, matters which Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s entitled to approve or disapprove pursuant to this Paragraph 4 shall be conclusively deemed to be approval of same by Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called collectively, “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to the reasonable approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business ten (10) days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 Article 4 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. Tenant may cause the construction of special improvements to the Premises ("Special Improvements), all in accordance with the provisions set forth below. Tenant shall deliver to Landlord preliminary plans ("Preliminary Plans"), to be solely responsible for utilized in the preparation of final working drawings and specifications for any Special Improvements. Promptly (but in no event less than three (3) business days after its receipt of the Preliminary Plans), Landlord shall return the same to Tenant marked and accompanied by comments and Landlord's required revisions. Within five (5) days thereafter, Tenant shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final architecturalreview and approval. Within five (5) days following Landlord's approval of the Preliminary Plans, electrical Tenant shall cause its architect to prepare and mechanical construction drawingssubmit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for its review and approval. Landlord shall advise Tenant promptly after landlord's receipt of the Working Plans, but in no event less than three (3) business days after its receipt thereof, of any required revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the revised Working Plans to Landlord for its final review and approval. Concurrently with the above review and approval process, Tenant shall submit all plans and specifications (called “plans”) to the City of Santa Rosa and other applicable govxxxxental agencies to obtain governmental approvals and issuance of necessary for Tenant permits and licenses to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain Special Improvements as shown on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSWorking Plans.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation The parties acknowledge that EXHIBIT C contains only a partial description of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct Tenant's work on the Premises and agree that Tenant shall deliver to Landlord, a detailed floor plan layout prepared at Tenant's expense (herein called "Tenant's Plans") reflecting the partitions, improvements and finish for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function renovation of the balance existing building on the Premises to be performed by Tenant at Tenant's expense (the "Improvement Work"). Additionally, Tenant shall deliver to Landlord other information (including working drawings) showing the location of plumbing, fixtures, and other installations required by Tenant as soon as such information is developed and will arise Landlord of the Buildingcost to complete the Improvement Work shown on Tenant's Plans (the "Cost of Improvements") by submitting to Landlord a project budget for approval as soon as such costs are determined. Landlord’s approval is solely given for the benefit Landlord shall notify Tenant of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with 's approval or disapprovaldisapproval of the Tenant's Plans and the Cost of Improvements, within ten (10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofthereof and if Landlord fails to either approve or disapprove of Tenant's Plans and Cost of Improvements within such timeframe, then such approval shall be deemed granted. If Landlord fails approves the Tenant's Plans and the Cost of Improvements, Landlord shall instruct Tenant to respond to any proceed with such submission within work described in the approved Tenant's Plans and such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission work shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, included in order to be effective, contain on the first page thereof, Tenant's work set forth in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval EXHIBIT C. If Landlord disapproves of Tenant’s plans is withheld 's Plans or conditionedthe Cost of Improvements, Landlord shall send prompt written notification thereof to will so notify Tenant and include a reasonably detailed statement identifying return such objectionable drawings or budget within the time above specified with written reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architecturalshall, electrical and mechanical construction drawingsat its own expense, prepare plans and specifications (called “plans”) necessary for Tenant a new building and improvements to construct be constructed on the Premises for Tenant’s occupancyPremises, which shall provide for a four-story building with 21 dwelling units with an enclosed on-grade parking structure at a Minimum Investment of $6,000,000. Minimum Investment includes all buildings and other improvements on the Premises, but shall not include inventory, moveable equipment, personal property items or soft costs. The plans shall be subject to approval by Landlord’s architect and engineers and specifications shall comply with their reasonable requirements to avoid aesthetic or other conflicts the architectural design guidelines for the “Riverfront Zone-Shanty” as set forth in the South Pier Design Guidelines approved by the Landlord, a copy of which is on file with the design and function Redevelopment Authority of the balance City of Sheboygan, except as modified with the consent of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have attached hereto as Exhibit “C.” Within ninety (90) days of the right to rely upon Landlord’s approval date of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects , Tenant shall submit the plans and engineers shall respond (with specifications to Landlord and to the City of Sheboygan Architectural Review Board for written approval or disapproval. Landlord shall in writing approve or disapprove the plans and specifications within sixty (60) to any plan submission by Tenant within 8 business days after Landlord’s of receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt disapproves of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedand specifications, Landlord shall send prompt written notification thereof to give Tenant and include a reasonably detailed an itemized statement identifying of the reasons for such refusal or conditionreason therefor, and Tenant shall promptly make necessary changes and resubmit the plans and specifications for approval prior to the commencement of construction. Either party shall have the option to terminate this Lease if resubmitted plans revised by its architect and specifications for the new building and improvements to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans be constructed on the Premises are disapproved with regard to Landlordthe first phase of construction. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process Final approved Construction Plans for the improvements shall be followed until attached to this Lease as Exhibit “E” at the plans shall have been approved by Landlord’s architect time of approval. Plans and engineers without unreasonable objection specifications for future improvements or condition. Without limiting the foregoing, Tenant removal of improvements shall be responsible for all elements subject to written approval of the design Landlord prior to commencement of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerconstruction.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord shall be solely responsible retain the architect specified in the Basic Lease Information ("ARCHITECT") for the preparation of the preliminary and final architectural, electrical working architectural and mechanical construction drawings, engineering plans and specifications for the Tenant Improvements (called “plans”"PLANS AND SPECIFICATIONS"). Tenant shall cooperate with the Architect and shall furnish within ten (10) necessary days after request therefor, all information required by the Architect for completion of the Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of the Plans and Specifications which Tenant is permitted to construct the Premises for Tenant’s occupancy, which plans give under this EXHIBIT B. The Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. The Plans and Specifications approved by Landlord shall be referred to herein as the "FINAL PLANS AND SPECIFICATIONS." Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 7 below) because, in Landlord's reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord's ability to furnish services to Tenant; (c) would increase the cost of operating the Building or the Project (unless Tenant agrees in writing to pay the full amount of any such increase); (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (h) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (i) is not, at a minimum in accordance with Landlord's building standards, or (j) would increase the Tenant Improvements Cost (defined in Paragraph 6 below) by more than ten percent (10%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord’s architect Landlord of the Final Plans and engineers and shall comply with their reasonable requirements to avoid aesthetic Specifications or any other plans, specifications, drawings or other conflicts items associated with the design and function Tenant Improvements nor Landlord's performance, supervision or monitoring of the balance Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the Buildingadequacy of the design for Tenant's intended use of the Premises. Landlord’s As between Landlord and Tenant, Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval is solely given of the Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain one or more bids for the benefit work shown on the Final Plans and Specifications and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bid(s) and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the Tenant Improvements Allowance (hereafter defined in Paragraph 5), plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 7) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised, at Tenant's cost and expense. Any such revisions shall be subject to Landlord's approval, and neither the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant nor any third party Improvements. The amended Final Plans and Specifications shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission be approved by Tenant within 8 (in writing, if requested by Landlord) not later than three (3) business days after Landlord’s receipt thereof's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor (the "CONTRACTOR") for re-bidding, and shall furnish a cost breakdown to Tenant. If Landlord fails to respond to any such submission within such 8 business day periodthe estimated Tenant Improvements Cost, which failure continues for more than 2 business days after as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved NoticeImprovements Cost, result in an Excess Tenant Improvements Cost, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised pay such Excess Tenant Improvements Cost as and when required by its architect Paragraph 8. Tenant's failure to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval approve or disapproval) to disapprove any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, matters which Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s entitled to approve or disapprove pursuant to this Paragraph 3 shall be conclusively deemed to be approval of same by Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible Landlord’s Architect has previously prepared the Original Base Building Plans and Specifications. At Tenant’s request, Landlord has obtained the governmental approvals, permits and variances required for the preparation construction of the final architectural, electrical and mechanical construction drawings, plans and specifications Base Building Improvements contemplated under this Lease (called the “plansExpansion Approvals”) necessary for Tenant to construct the Premises for ). At Tenant’s occupancysole cost and expense, which plans shall be subject to approval by Landlord’s architect Architect shall modify and engineers amend the Original Base Building Plans and shall comply with their reasonable requirements Specifications, on or before Friday, February 23, 2001, to avoid aesthetic or other conflicts incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the design 951 Gateway Preliminary Specifications (the “Base Building Plans and function of the balance of the BuildingSpecifications”). Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications which are material deviations from the 951 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business ten (10) days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of following Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons request for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBase Building Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within forty-five (45) days following the date of this Lease, Tenant shall be solely responsible prepare and submit to Landlord for the preparation of the final architectural, electrical and mechanical its approval construction drawings, plans and specifications for all improvements to the Initial Premises necessary or appropriate for the lawful occupancy thereof by Tenant for the Permitted Use, and within twenty (called 20) Business Days prior to the planned commencement of construction of the Expansion Space. Without limiting the generality of the foregoing, such construction drawings, plans and specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, all necessary drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air-conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Initial Premises or Expansion Space, as applicable. The term “plans”) necessary for Premises,” as used in this Exhibit C, shall refer collectively to the Initial Premises and the Expansion Space. Landlord may require that Tenant to construct include in its design of the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon building standard suite entry doors specified on Exhibit ”C-2” hereto; otherwise Landlord’s approval of Tenant’s construction drawings, plans for any purpose whatsoever other than that Landlord does and specifications shall not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is unreasonably withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereofdelayed. Such process shall be followed until the construction drawings, plans shall have been and specifications, once approved by Landlord’s architect , are referred to herein and engineers without unreasonable objection or conditionthroughout this Lease as the “Plans and Specifications”. Without limiting the foregoing, Tenant shall be responsible for all elements of not make any modification to the design of Tenant’s plans (including, Plans and Specifications without limitation, compliance with law, functionality of design, first submitting the structural integrity of the design, the configuration of the Premises proposed modification to Landlord and the placement of Tenant’s furniture, appliances and equipment), and obtaining Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related written consent thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within I 0 days after the preparation date of this Lease space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (called the “plansInitial Construction Documents”) necessary for Tenant to construct the construction of the tenant finish in the Premises (including the Initial Premises and the Must Take Space). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within 10 days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant gives Landlord a written notice (Txxxxx’s initial approval is at Txxxxx’s expense. The approved Initial Construction Documents are referred to as the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order Construction Documents” and all work to be effective, contain on performed by Landlord under the first page thereof, in a font at least twice as large Construction Documents is referred to as the font of any other text contained in such notice“Tenant Finish Work”. Landlord does not warrant that the Construction Documents comply with Applicable Requirements. Tenant, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In at its sole cost and expense, is responsible to ensure that the event LandlordConstruction Documents and Txxxxx’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of operations at the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannercomply with Applicable Requirements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, require that all Leasehold Improvements to be solely responsible for performed pursuant to the preparation Lease, as set forth on Exhibit “B-1” to the Lease, be specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work (“Work”) to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord (“Landlord’s architect and engineers and shall comply Architect”). Tenant agrees to meet with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s Architect so as to assure that the Plans and Specifications are submitted to Landlord following approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business ten (10) days after following the Effective Date of the Lease (or, in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s receipt thereoffinal review and approval, which approval may be granted, withheld, or given conditionally subject to modification(s) as determined necessary or desirable by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications required by Landlord and thereafter to resubmit same to Landlord in final form. If Tenant fails to respond to any resubmit the Plans and Specifications in such submission form as Landlord shall require within such 8 business ten (10) day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of may, at Tenant’s sole expense, have prepared Plans and Specifications in accordance with Landlord’s receipt requirements, and the construction of the Deemed Approved Notice, then such plan submission Leasehold Improvements shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on proceed as if the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to final Plans and Specifications had been resubmitted by Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible agrees that it will perform improvements to the Leased Premises as provided for the preparation of the final architectural, electrical in Exhibit B attached hereto and mechanical construction drawings, by this reference made a part hereof pursuant to plans and specifications mutually acceptable to Landlord and Tenant (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy"Plans and Specifications"), which plans shall are to be subject submitted, reviewed and approved by Landlord and Tenant prior to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function completion of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt construction thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s that one party hereto shall desire, or engineers’ approval of Tenant’s plans is withheld shall find it necessary to make, any modifications or conditionedchanges to the Plans and Specifications, Landlord the party desiring or requiring said changes shall send prompt give the other party written notification thereof notice thereof. No change to Tenant the Plans and include a reasonably detailed statement identifying the reasons for such refusal or condition, Specifications shall be effective unless and Tenant shall promptly have the plans revised until it has been approved in writing by its architect to incorporate all reasonable objections and conditions presented by both Landlord and Tenant. The Plans and Specifications, as amended, shall resubmit such plans to Landlordthereafter, for all purposes, be considered the "Plans and Specifications" hereunder. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting Notwithstanding the foregoing, Tenant shall acknowledges that in the course of construction, certain changes, deviations or omissions may be responsible for all elements required by governmental authorities or job conditions and Tenant agrees to such changes, deviations or omissions, provided that such changes, deviations, or omissions do not materially alter the value or appearance of the design Leased Premises or materially reduce the quality of Tenant’s plans (including, without limitation, compliance with law, functionality of design, materials used in the structural integrity construction of the designimprovements thereto. Tenant understands and agrees that any plans, renderings or drawings or similar documents which purport to depict any improvements to the configuration Leased Premises are merely an approximation of, and may not necessarily reflect, actual, as-built conditions. Landlord shall, upon Tenant's request, during the period of Tenants possession of the Premises Leased Premises, permit Tenant to jointly exercise with Landlord the rights and the placement of Tenant’s furniturebenefits accruing under any warranties, appliances guaranties and equipment)service agreements, and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant if any, covering those portions of the responsibility Leased Premises for such design. which Tenant agrees it shall be solely is responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerunder Paragraph 6 hereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Lessee, at its sole cost and expense, shall provide Lessor with detailed plans and specifications for the Improvements that it intends to construct on the Premises (collectively “Lessee’s Improvements”). Xxxxxx agrees to work with Xxxxxx and coordinate the location, construction and operation of Lessee’s Improvements. Prior to any construction of Lessee’s Improvements, all such plans and specifications and any amendments thereto must be approved in writing by the Board’s designee (the “Approved Plans”), which approval shall not be unreasonably withheld or delayed. Lessor shall have twenty (20) days after actual receipt of any of the proposed plans or changes thereto (evidenced by written receipt thereof signed by the Board’s designee) in which to approve any such proposed plans or changes thereto in writing. Such proposed plans or changes thereto shall be deemed approved by Lessor if Lessor has not provided written disapproval thereof to Xxxxxx within said 20-day period. Approval of plans and specifications by Lessor shall not constitute an assumption of any responsibility by Lessor for their accuracy or sufficiency or conformity with applicable laws, and Lessee shall be solely responsible for such plans and specifications. During the preparation Term of the final architecturalLease or any Renewal Term, electrical Lessee shall also obtain Lessor’s prior written approval of any substantial changes or additions to the Premises or Lessee’s Improvements that exceed Ten Thousand and mechanical 00/100 Dollars ($10,000.00) or that change the structure, roof, footprint or facade of the School Building (“Subsequent Lessee Improvements”). All Subsequent Lessee Improvements that are part of any one project shall be aggregated together to determine whether they, taken together, exceed the Ten Thousand and 00/100 Dollar ($10,000) threshold. Provided however, if any such proposed Subsequent Lessee Improvements do not exceed Ten Thousand and 00/100 Dollars ($10,000.00) and do not change the structure, roof, footprint or facade of the School Building (or if such proposed changes are required on an emergency basis in order to address life and safety issues as required by law), then Lessee shall only be obligated to notify Lessor prior to the commencement of construction drawings, for such Subsequent Lessee Improvements and shall not be required to obtain Lessor’s prior written approval. All of the other requirements herein that apply to Lessee’s Improvements shall also apply to Lessee’s Subsequent Improvements. The Board’s designee to approve plans and specifications proposed by Lessee shall be: Department of Facilities With a copy to: Xxxxxx Xxxxxxxxxx, LEED AP Xxxxxx Xxxxx Director of Operations - Facilities Director of Real Estate Chicago Public Schools Chicago Public Schools E-mail: xxxxxxxxxxxx0@xxx.xxx E-Mail: xxxxxxx0@xxx.xxx Cell: (called “plans”000) necessary for Tenant to construct 000-0000 Cell: (000) 000-0000 Office: (000) 000-0000 With a copy to: Xxxx Xxxxx, AIA/NOMA/NCARB CPS DIR. of Planning & Design, 000-000-0000 o / 000-000-0000 c Office: (000) 000-0000 xxxxxx00@xxx.xxx For this Section 4.3, the Premises for Tenant’s occupancy, which plans shall be subject to approval Board may change its designee and contact information by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order as provided herein to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSLessee by e-mail.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Attached hereto as Exhibit B is a schedule of the final plans and specifications (the "Final Plans and Specifications"), subject to any revision which may be required by the applicable authorities in order to obtain the Architectural Review Approval and the Building Permit, prepared for Landlord and Tenant by Xxxxxx Xxxxxx & Associates as the architect (the "Architect"), for the construction of the Additional Space, including, without limitation, all of the related site and off-site improvements. Landlord acknowledges that Tenant has retained the services, at Tenant's sole cost and expense and not as a part of the Cost of Construction (as defined below), of a structural engineer to review on Tenant's behalf the Final Plans and Specifications. In the event that such engineer shall request changes to the Final Plans and Specifications, Landlord agrees to consider such changes and to discuss the need for such changes with Tenant's engineer. However, Landlord shall be solely responsible for under no obligation to have the Final Plans and Specifications revised based upon such request or such discussions. The cost of the preparation of the final architecturalFinal Plans and Specifications shall be included as a line item in the Budget (as defined below). Neither the approval by Landlord of the Final Plans and Specifications or any other plans, electrical specifications, drawings or other items associated with the Additional Space shall constitute any warranty or covenant by Landlord to Tenant, except for any warranty or covenant expressly set forth in this Agreement, of the adequacy of the design for Tenant's intended use of the Additional Space. Tenant agrees to, and mechanical construction drawingsdoes hereby, assume full and complete responsibility to ensure that the floor plans and specifications general layout of the Additional Space as shown on the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Additional Space. Landlord acknowledges that the Construction Contract (called “plans”as defined below) necessary for permits Tenant to construct make certain changes to the Premises for Tenant’s occupancyPlans and Specifications, which plans as "Change Orders" to the work. Tenant shall be subject permitted to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordmake such changes, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than provided that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, actual additional costs relating thereto as set forth in the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerConstruction Contract.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Amendment, as set forth on Exhibit "B-1" to the Amendment , be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”"Plans and Specifications") necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord ("Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition's Architect"), and Tenant shall promptly be available to meet with Landlord's Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following execution of the Amendment (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. Landlord’s architects ten (10) day period, Landlord may terminate the Amendment and engineers shall respond (with approval or disapproval) to any plan re-submission retain all deposits and other amounts paid by Tenant within 8 business days after or, at Tenant's sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s receipt thereof. Such process 's requirements, and the construction of the Leasehold Improvements shall be followed until proceed as if the plans shall have final Plans and Specifications had been resubmitted by Tenant and approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord shall be solely responsible for construct a professional office building of approximately twenty five thousand (25,000) square feet plus a parking lot with a capacity of at least one hundred twenty five (125) automobiles on the preparation of subject property substantially in accord with the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary prepared by an architect of Landlord's selection. Except as provided in Section 3 of this Article, Landlord shall cause the plans and specifications to be prepared at Landlord's expense. The plans and specifications which are prepared for Tenant to construct the Premises for Tenant’s occupancy, which plans premises by Landlord's architect shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (in the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsfollowing manner: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and Landlord's architect shall resubmit such plans consult with Tenant from time to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until time during the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and specifications regarding the proposed construction and layout of the premises. Upon the presentation of said plans and specifications to Tenant by Landlord for approval, Tenant will, within twenty (20) days, either return the same approved or with written corrections and/or amendments requested by Tenant. In the event Tenant fails to so accept or reject within said twenty (20) day period, the plans and specifications shall be deemed approved. If rejected, Landlord shall take all costs related theretonecessary and proper steps to have the plans and specifications revised or amended in such a way or ways required to eliminate t he objections by Tenant. (The word “architect” plans and specifications shall then be again submitted to Tenant for specifications Tenant's written approval. Upon approval, said plans and shall be identified and the approval thereof evidenced by the signatures of Landlord and Tenant thereon. Landlord may reject such-suggested corrections and/or amendments if in the exercise of good faith and reasonable judgement Landlord determines such corrections and/or amendment's world be such as used affect adversely the appearance or function of the proposed building or unreasonable increase the cost of construction or unreasonably increase the anticipated cost of repairs or rate of obsolescence or depreciation. However, Landlord shall not unreasonably withhold consent to such suggested changes. Subsequent minor changes in this Section 3.2 said plans and specifications shall include an interior designer or space planner.) not require the signatures of the parties. Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection contract directly with the review architect for the purpose of Tenant’s planslaying out the floor plan of the premises, the interior improvements and the drive-up banking and window facilities; provided, however, that Landlord shall have the prior right to approve the plans and specifications for the interior improvements and drive-up units as to conformity and compatibility with the design of the building.

Plans and Specifications. No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord may reasonably request, and a proposed construction schedule (the “Approved Plans and Specifications”) to Landlord at least forty-five (45) days prior to undertaking the same and has obtained Landlord’s prior written consent thereof, which consent shall not be solely responsible for the preparation unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the final architecturalprecise location and design of the Communication Facility or other improvements, electrical and mechanical construction drawings, plans the landscaping of the Premises. Xxxxxx agrees to secure the Communication Facility and specifications (called “plans”) necessary for Tenant other improvements and to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval address reasonable safety and aesthetics issues raised by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission disapprove the plans within such 8 business said forty-five (45) day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission said plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission to be approved. The review and approval by Landlord under this Lease shall be deemed approved hereunderin addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant Plans and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process Specifications shall be followed until updated during the plans shall have been course of construction to reflect approved by Landlord’s architect changes. Tenant reserves the right to make like-kind exchanges and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements replacements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of equipment which do not materially alter the Premises and is installed in accordance with the placement terms of this Lease, but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, unless such like-kind exchange is made during an emergency, then Tenant shall give Landlord such notice as is reasonable or practicable under the circumstances. Xxxxxx agrees to reimburse Landlord for reasonable fees and costs incurred by Landlord in reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve provided that Landlord submits to Tenant of the responsibility for invoices showing such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannercosts.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within ten (10) days after the date of execution of this Lease by Landlord and Tenant, Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the “Plans and Specifications”) covering all work to be performed by Landlord in constructing the leasehold improvements to the Leased Premises, which shall be based on the Scope of Work attached as Exhibit B hereto. Tenant shall have three (3) business days after receipt of the Plans and Specifications in which to review the Plans and Specifications and to give Landlord written notice of Tenant’s approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant shall have no right to request any leasehold improvements or any changes to the Plans and Specifications which would materially alter the Leased Premises, the exterior appearance or basic nature of the Building, or the Building systems. If Tenant fails to approve or request changes to the Plans and Specifications within three (3) business days after its receipt of the Plans and Specifications, then Tenant shall be solely responsible for deemed to have approved the preparation Plans and Specifications and the same shall thereupon be final. If Tenant requests any changes to the Plans and Specifications, Landlord shall make those changes which are reasonably requested by Tenant and shall within three (3) business days of its receipt of such request submit the revised portion of the final architecturalPlans and Specifications to Tenant. Tenant may not thereafter disapprove the revised portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval the foregoing, the Plans and Specifications, as modified by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordsaid revisions, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days to be final upon the submission of Landlord’s receipt said revisions to Tenant. Tenant shall at all times in its review of the Deemed Approved NoticePlans and Specifications, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font and of any other text contained revisions thereto, act reasonably and in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or conditiongood faith. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of agrees to confirm Tenant’s plans consent to the Plans and Specifications in writing within three (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and 3) business days following Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerwritten request therefor.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. The architect for the Tenant Improvements shall be Alliance Architecture (the “Architect”). Tenant shall enter into an architectural contract with Architect with respect to the services to be solely responsible for performed by Architect under this Exhibit D, but the preparation costs with respect thereto are included in the Construction Costs (defined below). By no later than 90 days after the Effective Date of the final architecturalLease, electrical Tenant shall cause the Architect to prepare working drawings in accordance with the Initial Plans and mechanical construction drawingssubmit the working drawings to Landlord for approval, which working drawings shall include the detailed plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function construction of the balance Tenant Improvements. Landlord shall notify Tenant whether it approves of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond working drawings within five (with approval or disapproval5) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofof the working drawings. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt disapproves of the Deemed Approved Noticeworking drawings, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification notify Tenant thereof to Tenant and include a reasonably detailed statement identifying specifying in reasonable detail the reasons for such refusal or conditiondisapproval, and in which case Tenant shall promptly have shall, within five (5) business days after such notice, use commercially reasonable efforts to cause the plans revised by its architect Architect to incorporate all revise such working drawings in accordance with Landlord’s reasonable objections and conditions presented by submit revised versions to Landlord for its review and approval. Landlord shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond notify Tenant in writing whether it approves of the resubmitted working drawings within three (with approval or disapproval3) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereofof the working drawings. Such This process shall be followed repeated until the plans shall working drawings have been finally approved by Landlord. The approved working drawings are referred to herein as the “Final Plans.” The Final Plans for the Tenant Improvements shall not negatively impact the Building’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment)LEED Gold certification, and Landlord’s approval shall satisfy green standard requirements for landscaping on all decks. In the event of Tenant’s plans shall in no event relieve any dispute between Landlord and Tenant of with respect to the responsibility for such design. Tenant agrees it shall be solely responsible for working drawings or Final Plans, either party may submit the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this matter to arbitration pursuant to Section 3.2 shall include an interior designer or space planner18 below.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within twenty (20) Business Days after Landlord approves the Final Space Plan, Tenant shall be solely responsible deliver the Plans and Specifications to Landlord for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect approval. Within twelve (12) Business Days after Tenant delivers the Plans and engineers and Specifications to Landlord, Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given for or disapproval of the benefit Plans and Specifications (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within ten (10) Business Days after Landlord notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Plans and neither Specifications to meet Landlord’s objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. Within twelve (12) Business Days after Tenant nor any third party delivers the revised Plans and Specifications to Landlord, Landlord shall have the right to rely upon advise Tenant of Landlord’s approval or disapproval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. the revised Plans and Specifications (which disapproval shall specify Landlord’s architects objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and engineers Landlord shall respond (with continue to follow the revision, delivery and notice of objections procedure and schedule set forth above until Landlord approves the Plans and Specifications. Landlord will not unreasonably withhold, condition or delay its approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font Plans and Specifications at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSpoint during this approval process.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Plans and specifications and Working Drawings ------------------------ sufficient for the construction of the Tenant Improvements to be installed in the Premises (the "Drawings") shall be solely responsible for the preparation of the final architectural, electrical prepared by Tenant's Architect ("Architect") and mechanical construction drawings, plans and specifications submitted to Landlord. Within ten (called “plans”10) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Drawings have been delivered to Landlord’s receipt thereof, Landlord shall reasonably approve or disapprove the preliminary plans and specifications, provided Landlord shall specify in writing any objections it shall have to the Drawings. If Landlord fails to respond to any such submission disapprove the Drawings, within such 8 business day period, which failure continues for more than 2 fifteen (15) business days after Tenant gives Landlord a written notice (delivery thereof to Landlord, the “Deemed Approved Notice”) advising Landlord that such plan submission Drawings shall be deemed approved approved. If Landlord reasonably disapproves the Drawings, Landlord shall, in its notice of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and Tenant shall disagree on any aspect of the Drawings, Landlord and Tenant will meet and promptly attempt to resolve any differences. Architect shall revise the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and Tenant, and resubmit the revised Drawings until the parties are able to agree on the final form of Drawings. The parties will agree on the final form of Drawings within 2 twenty (20) business days of Landlord’s receipt the date of Architect's initial submittal, provided in any and all events Landlord shall have at least three (3) business days to review and respond to the final version of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderDrawings. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant working drawings and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall specifications which have been approved by Landlord’s architect Landlord and engineers without unreasonable objection or condition. Without limiting Tenant are hereinafter referred to as the foregoing"Approved Working Drawings." At the time of final approval of the Working Drawings, Tenant Landlord shall specify which of the improvements shown on the Working Drawings shall be responsible for all elements required to be removed by Tenant at Tenant's sole cost, upon the expiration of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity Term and/or surrender of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerPremises.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible deliver the Plans and Specifications to Landlord for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect approval. Within ten (10) Business Days after Tenant delivers the Plans and engineers and Specifications to Landlord, Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given for or disapproval of the benefit of Landlord, Plans and neither Tenant nor any third party Specifications (which disapproval shall have the right to rely upon specify Landlord’s approval of Tenant’s plans for any purpose whatsoever other than reasonable objections in sufficient detail so that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) Tenant can make the necessary revisions to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofsatisfy such reasonable objections). If Landlord fails to respond give its written objections to any such submission Tenant within such 8 business day period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which failure continues for more than 2 business days notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after Tenant gives receipt of the second notice, then Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed to have approved within 2 business days the plans as then submitted to Landlord. Tenant shall revise the proposed Plans and Specifications to meet Landlord’s reasonable objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. In reviewing the resubmitted Plans and Specifications, Landlord may only consider those parts of the Plans and Specifications that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Plans and Specifications (i.e., those portions that Landlord did not previously object to) will be deemed approved. Within ten (10) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the Deemed Approved Noticesecond notice, then such plan submission Landlord shall be deemed to have approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans as then submitted to Landlord. Landlord’s architects Tenant and engineers Landlord shall respond continue to follow the revision, delivery and notice of objections procedure and schedule set forth above (with based on the turnaround and the double notice provisions) until Landlord approves (or is deemed to have approved) the Plans and Specifications. Landlord will not unreasonably withhold its approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises Plans and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. The term "Plans and Specifications" shall ------------------------ mean the working drawings and specifications for the construction of the Layout Work in the Demised Premises, which working drawings and specifications will be prepared as set forth below. The Plans and Specifications shall include, without limitation, complete, detailed architectural drawings and specifications for Tenant's partition layout, reflected ceiling and other installations, and complete mechanical and electrical plans and specifications for installation of supplemental air conditioning systems, fire protection and electrical systems. Tenant, at Tenant's sole cost and expense (subject to the reimbursement obligation of Landlord hereinafter set forth), shall cause the proposed Plans and Specifications to be prepared by Tenant's architect and/or designer. All such proposed Plans and Specifications are expressly subject to Landlord's approval and shall comply with all applicable laws, rules and regulations. Tenant covenants and agrees to cause the proposed Plans and Specifications to be delivered to Landlord on or before October 15, 1999, and, upon approval by Landlord, Landlord will cause said plans to be filed, at Tenant's sole cost and expense, with the appropriate governmental agencies in such form (building notice, alteration or other form) as Landlord may direct. In the event of any disapproval by Landlord of the proposed Plans and Specifications, Tenant shall, within fifteen (15) days, have the same revised and resubmitted to Landlord for Landlord's approval. The proposed Plans and Specifications which have been approved by Landlord are referred to as the Plans and Specifications. Within thirty (30) days after the date upon which the Plans and Specifications were approved by Landlord, Tenant shall be solely responsible submit to Landlord a detailed statement including paid invoices showing the amounts paid by Tenant for the preparation of the final architectural, electrical Plans and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordSpecifications, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof pay to Tenant and include a reasonably detailed statement identifying the reasons for amounts shown by such refusal or conditionstatement, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall but in no event relieve shall Landlord be obligated to pay Tenant an amount in excess of $1.00 multiplied by the Rentable Floor Area of the responsibility for such design. Tenant agrees it shall be solely responsible for Demised Premises (the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner"Design Allowance").) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord shall be solely responsible retain an architect selected by Landlord for the preparation of the preliminary and final architectural, electrical working architectural and mechanical construction drawings, engineering plans and specifications for the Tenant Improvements (called “plansFinal Plans and Specifications”). Landlord reserves the right to substitute for the Architect another architect of its selection. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) necessary days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to construct the Premises for Tenant’s occupancy, which plans give under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 9 below) because, in Landlord’s reasonable opinion, the work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Project; (c) would increase the cost of operating the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant’s premises or such other tenant’s use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord’s building standards; or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than twenty percent (20%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord’s architect and engineers and performance, supervision or monitoring of the Tenant Improvements shall comply with their reasonable requirements constitute any warranty or covenant by Landlord to avoid aesthetic or other conflicts with Tenant of the adequacy of the design and function for Tenant’s intended use of the balance of the BuildingPremises. Landlord’s approval is solely given for the benefit of LandlordTenant agrees to, and neither does hereby, assume full and complete responsibility to ensure that the Tenant nor any third party shall have Improvements and the right Final Plans and Specifications are adequate to rely upon Landlord’s approval fully meet the needs and requirements of Tenant’s plans for intended operations of its business within the Premises and Tenant’s use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as Exhibit B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 6) plus any purpose whatsoever other than that Landlord does not object thereto under this Leaseamounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) (“Tenant’s T.I. Budget”), at Tenant’s request, the Final Plans and Specifications may be revised once, at Tenant’s cost and expense. Any such revisions shall be subject to Landlord’s architects approval, and engineers the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall respond (with approval or disapproval) thereafter be deemed to any plan submission be the Final Plans and Specifications for the Tenant Improvements. The amended Final Plans and Specifications shall be approved by Tenant within 8 business (in writing, if requested by Landlord) not later than three (3) days after Landlord’s receipt thereofrequest therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to the Contractor (as hereinafter defined) and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If Landlord fails to respond to any such submission within such 8 business day periodthe estimated Tenant Improvements Cost, which failure continues for more than 2 business days after as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved NoticeImprovements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such plan submission shall be deemed approved hereunderExcess Tenant Improvements Cost as and when required by Paragraph 8. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld failure to approve or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to disapprove any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, matters which Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s entitled to approve or disapprove pursuant to this Paragraph 4 shall be conclusively deemed to be approval of same by Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord may reasonably request, and a proposed construction schedule (the “Approved Plans and Specifications”) to Landlord at least forty-five (45) days prior to undertaking the same and has obtained Landlord’s prior written consent thereof, which consent shall not be solely responsible for the preparation unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the final architecturalprecise location and design of the Communication Facility or other improvements, electrical and mechanical construction drawings, plans the landscaping of the Premises. Tenant agrees to secure the Communication Facility and specifications (called “plans”) necessary for Tenant other improvements and to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval address reasonable safety and aesthetics issues raised by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission disapprove the plans within such 8 business said forty-five (45) day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission said plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission to be approved. The review and approval by Landlord under this Lease shall be deemed approved hereunderin addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant Plans and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process Specifications shall be followed until updated during the plans shall have been course of construction to reflect approved by Landlord’s architect changes. Tenant reserves the right to make like-kind exchanges and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements replacements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of equipment which do not materially alter the Premises and is installed in accordance with the placement terms of Tenant’s furniturethis Lease, appliances and equipment)but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, and Landlord’s approval of Tenant’s plans unless such like-kind exchange is made during an emergency, then Tenant shall in no event relieve Tenant of give Landlord such notice as is reasonable or practicable under the responsibility for such designcircumstances. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall to reimburse Landlord Landlord’s for reasonable out-of-pocket expense fees and costs incurred by Landlord in connection with the review reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant’s plans, provided that Landlord submits to Tenant invoices showing such costs.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Lease, as set forth on Exhibit “C-1” to the Lease, be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord (“Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved NoticeArchitect”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition), and Tenant shall promptly be available to meet with Landlord’s Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following submission of the Plans and Specifications to Tenant by Landlord’s Architect (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. ten (10) day period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, at Tenant’s sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s architects requirements, and engineers the construction of the Leasehold Improvements shall respond (with approval or disapproval) to any plan re-submission proceed as if the final Plans and Specifications had been resubmitted by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been and approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within fifteen business days after the preparation date of this Amendment space plan(s) and other information (collectively the final architectural, electrical and mechanical construction drawings, “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (called the “plansInitial Construction Documents”) necessary for the construction of the tenant finish in the Leased Premises (i.e., only Suite 3000). Landlord shall prepare and submit the Initial Construction Documents to Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within ten (10) days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant gives Landlord a written notice (Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the “Deemed Approved NoticeConstruction Documents” and all work to be performed by Landlord pursuant to the Construction Documents is referred to as the “Tenant Finish Work.” Landlord shall not be deemed to represent and warrant that the Construction Documents comply with any laws, ordinances, orders, rules, and regulations of all governmental bodies (state, federal, and municipal) applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the Leased Premises, including without limitations all applicable existing and future environmental laws and the Access Laws (as hereinafter defined) (those laws, ordinances, orders, rules, decisions, and regulations being called “Applicable Laws”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of and Tenant, at its sole cost and expense, is responsible for the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Construction Documents and Tenant’s plans is withheld or conditionedbusiness operations at the Leased Premises complying with Applicable Laws, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAccess Laws.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant At Landlord's sole cost and expense, Landlord's Architect shall be solely responsible for the preparation of the final architecturalprepare, electrical and mechanical construction drawingson or before November 15, 1998, plans and specifications (called “plans”the "Base Building Plans and Specifications") necessary for Tenant to construct construction of the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts Base Building Improvements substantially in accordance with the design and function of the balance of the Building650 Gateway Preliminary Specifications. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent of any material deviations from the 650 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned, or delayed and, provided further that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 [...***...]* business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of following Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons 's request for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed and provided further that if Tenant fails to respond within [...***...] business days following Landlord's request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration 's use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such designBase Building Improvements. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto* CONFIDENTIAL TREATMENT REQUESTED 2. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.8

Plans and Specifications. As soon as reasonably practical after Tenant's execution of this Lease, Tenant shall be solely responsible furnish and submit to Landlord's architect such information as Landlord's architect may request from Tenant to prepare plans, specifications and working drawings for the preparation of the final tenant improvements, including architectural, mechanical and electrical engineering plans, specifications, working drawings and mechanical construction drawingsdetails (collectively, plans "Final Plans"), including information regarding the location of all partitions, doors, light fixtures, electrical outlets, telephone outlets and specifications (called “plans”) other standard and special installations required by Tenant, as well as wall finishes and floor coverings. Thereafter, the parties shall meet and confer as necessary for Tenant to construct agree on the Premises for Tenant’s occupancyFinal Plans, which plans Final Plans shall be subject to the reasonable approval by of both parties. Tenant's written approval of the Final Plans shall be deemed Tenant's authorization for Landlord to proceed with Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts 's Work (defined below) in accordance with the design approved Final Plans. Landlord shall not be obligated to proceed with Landlord's Work until both Landlord and function Tenant have approved the Final Plans. As used herein, the term "Landlord's Work" shall mean the work contemplated by the Final Plans and the term "Improvement Costs" shall mean the cost of the balance Landlord's Work as performed in accordance with the Final Plans. In addition, as soon as reasonably practical after Tenant's execution of this Lease, Landlord and Tenant shall agree upon the interim improvements (the "Interim Improvements") to be constructed by Landlord in the first floor of the Building. Landlord’s approval is solely given Premises to accommodate the occupancy of Passport Design, Inc. ("Passport") pursuant to the terms of the sublease for the benefit first floor to Passport (the "Passport Sublease"), to be entered into by Tenant and Passport concurrently with the execution of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues The plans for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Interim Improvements shall be deemed approved within 2 business days subject to the reasonable approval of Landlord’s receipt both parties. In connection with the construction of the Deemed Approved Noticetenant improvements referred to in Paragraph 1 above and the Interim Improvements, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, the parties hereto acknowledge and agree that the lobby in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements floor of the design Premises will consist of Tenant’s plans (including, without limitation, compliance with law, functionality of design, a common area foyer and two 50 doors for separate access to the structural integrity of the design, the configuration second floor of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant first floor of the Premises to be occupied by Passport pursuant to the Passport Sublease. Neither preparation of plans by Landlord's architect, engineer or consultant nor any approval thereof by Landlord shall constitute any representation or warranty by or on behalf of Landlord as to the adequacy, efficiency, suitability, fitness or desirability of any space layout or improvements or otherwise constitute assumption by Landlord of any responsibility for the accuracy or sufficiency thereof, or be interpreted as a statement of compliance with code requirements, provided that nothing herein shall abrogate or impair any rights of Tenant against such design. Tenant agrees it shall be solely responsible for the timely preparation and submission architect, engineer or consultant on account of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer any errors or space planneromissions.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for To the extent not already completed as of the date of this Agreement, the Developer, in consultation and cooperation with the Adeptus Parties, shall, within ten (10) days after the date hereof, cause the Architect to complete the preparation of the final architectural, electrical and mechanical construction working drawings, plans and specifications for the Project, including interior partitions, finishes and other tenant improvement work, all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (called “plans”4) necessary for Tenant copies of such working drawings, plans and specifications to construct MPT. The Developer and the Premises for TenantAdeptus Parties acknowledge and agree that the Site Plan and the Plans and Specifications must be prepared, completed and 17 approved in accordance with the terms, provisions and conditions of the Recorded Agreements. If MPT has any objections or comments with respect to any such drawings, plans and specifications which are submitted to it, MPT shall submit the same to the Developer and the Architect in writing within ten (10) Business Days after MPT’s occupancyreceipt of such working drawings, plans and specifications and the Developer, in consultation and cooperation with the Adeptus Parties, shall promptly coordinate with the Architect and cause the requested comments, objections, changes and corrections to be addressed and made. The Developer shall cause to be resubmitted promptly to MPT modified working drawings, plans and specifications addressing such comments, objections, changes and corrections, which plans shall be subject to the same review and approval procedures set forth above. All working drawings and specifications which are approved by Landlord’s architect MPT are herein referred to as the “Plans and engineers Specifications.” Approval of the Plans and Specifications by MPT shall constitute only an approval of the aesthetic features of the building described in the drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and Specifications are satisfactory, and shall comply not be construed as an approval of the character or quality of the architectural, structural or engineering design of the Improvements or any of their components, or an acknowledgment that the design complies with their applicable building codes. No such approval shall constitute a waiver of any warranties or guaranties set forth in this Agreement or release the Developer, any Adeptus Party or the Architect from liability for any errors or omissions. Except as specifically set forth herein, none of the Plans and Specifications may be changed or otherwise modified without the prior written consent of MPT in its reasonable requirements to avoid aesthetic or discretion. All costs, fees and expenses of the preparation of the Plans and Specifications by the Architect and any other conflicts consultants shall be included in the Development Budget. Additionally, the Developer, with the design cooperation and function assistance of the balance Adeptus Parties, shall use best efforts to ensure that Architect fulfills its obligations under the Architect Agreement and shall not reduce or diminish the Architect’s obligations or responsibilities under the Architect Agreement without the prior written consent of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day periodMPT, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (may be withheld in the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days reasonable discretion of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderMPT. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting Notwithstanding the foregoing, Tenant Developer shall not be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, errors and omissions that may be committed by the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer Architect or space plannerany other Third Parties.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

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

Plans and Specifications. Tenant Landlord, at Landlord's sole cost and expense, shall engage XxXxxxxx Xxxxx and Partners to design the Improvements in compliance with all applicable governmental requirements, which design shall be solely responsible for set forth in the preparation of the final architectural, electrical Plans and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order Specifications to be effective, contain on the first page thereof, in a font at least twice reviewed and approved by Landlord and Tenant. As soon as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedpracticable after execution hereof, Landlord shall send prompt written notification thereof prepare or cause to be prepared Plans and Specifications for construction of the Improvements, and shall submit the same to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and approval. Tenant shall promptly have the plans revised by its architect a period of twenty (20) days within which to incorporate all reasonable objections either approve such Plans and conditions presented by Landlord and shall resubmit such plans Specifications or to make comments or changes thereon. If Tenant does not respond to Landlord. Landlord’s architects 's submission of Plans and engineers shall respond Specifications within such twenty (with approval or disapproval20) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingday period, Tenant shall be responsible deemed to have approved the same. If Tenant responds by making reasonable comments to the proposed Plans and Specifications, Landlord shall revise the Plans and Specifications in accordance with Tenant's comments and resubmit them to Tenant for all elements approval within fifteen (15) business days from the date of receipt of written comments from Tenant. Tenant shall then have ten (10) days to approve such revised Plans and Specifications. If Tenant disapproves the Plans and Specifications and Landlord declines to make changes required by Tenant, Tenant may terminate this Lease as a Permitted Termination by giving written notice to Landlord within five (5) business days after receipt of Landlord's written disapproval of such Plans and Specifications. If the Lease is terminated as provided hereunder, then Tenant shall promptly reimburse Landlord for the actual costs incurred by Landlord in preparing the Plans and Specifications and the Engineering Plans, Landlord and Tenant shall have no further obligations under the terms of this Lease and Tenant shall continue to lease the Original Premises from Landlord pursuant to the terms and conditions of a Lease dated May 1984, as amended. Once the Plans and Specifications have been approved, no changes to or alterations of the design of Tenant’s plans (includingPlans and Specifications shall be made unless agreed upon by both parties, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises duly prepared by XxXxxxxx Xxxxx and the placement of Tenant’s furniture, appliances and equipment)Partners Architects, and Landlord’s approval of executed by both Landlord and Tenant’s plans . Landlord shall not be responsible or liable in no event relieve Tenant of the responsibility any way for such design. Tenant agrees it shall be solely responsible for the timely preparation any defects in any Plans and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications approved by Tenant.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to this Work Letter, as set forth on Exhibit "A-1" to this Work Letter, be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”"Plans and Specifications") necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord ("Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition's Architect"), and Tenant shall promptly be available to meet with Landlord's Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following Lease execution (or in the case of a modification to the original Plans and Specifications, within ten (10). days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. Landlord’s architects ten (10) day period, Landlord may terminate the Lease and engineers shall respond (with approval or disapproval) to any plan re-submission retain all deposits and other amounts paid by Tenant within 8 business days after or, at Tenant's sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s receipt thereof. Such process 's requirements, and the construction of the Leasehold Improvements shall be followed until proceed as if the plans shall have final Plans and Specifications had been resubmitted by Tenant and approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within 10 days after the preparation date of this Amendment space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, Space Plan) necessary or required by Landlord to complete the initial plans and specifications (called “plans”the Initial Construction Documents) necessary for the construction of the tenant finish in the Expansion Space. Landlord shall prepare and submit the Initial Construction Documents to Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within 10 days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Construction Documents, and all work to be performed by Landlord pursuant to the Construction Documents is referred to as the Tenant gives Finish Work. Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall not be deemed approved within 2 business days of Landlord’s receipt of to represent and warrant that the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionConstruction Documents comply with applicable Laws, and Tenant shall promptly have the plans revised by Tenant, at its architect to incorporate all reasonable objections sole cost and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingexpense, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely is responsible for the timely preparation Construction Documents and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansbusiness operations at the Premises (as expanded hereby) complying with applicable Laws.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall be solely responsible for the preparation of the final architectural, electrical have prepared and mechanical construction drawings, deliver to Landlord reasonably detailed plans and specifications (called “plans”) necessary for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant to construct the Premises for within 20 days after Tenant’s occupancy's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, which plans shall however, be subject to the corresponding approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of any Mortgagee if required under its Mortgage of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond Premises (with which Mortgagee's approval or disapproval) denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any plan submission by Tenant within 8 business days after Landlord’s receipt thereofrequired Mortgagee's approval. If Landlord fails to respond to any such submission give Tenant the aforesaid notice within such 8 business day periodsaid 20 days, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed to have approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design specifications. If Landlord disapproves of such plans and for all costs related theretospecifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord Landlord’s reasonable out-of-pocket expense incurred in connection accordance with the review foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Tenant’s plansSubsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. Tenant Developer shall be solely responsible (i) diligently finalize, process and obtain approval of the Plans for the Improvements from the applicable Approving Authorities to the extent required by such entities, and (ii) apply to the utility service provider for the preparation of dry utility plans (“Utility Plans”). Upon receipt of the final architecturalapproved Plans for the Improvements and the Utility Plans for the dry utilities from the utility service provider, electrical and mechanical construction drawingsDeveloper will furnish a copy of such Utility Plans to the Builder. After replacement of Exhibit B by the Revised Exhibit B, plans and specifications if Developer elects to amend the Plans in a manner that will result in a Material Change (called defined below), then Developer shall provide written notice of the Material Change (a “plansNotice of Material Change”) necessary for Tenant to construct Builder if the Premises for Tenant’s occupancyBuilder Lots are affected by the change. The Notice of Material Change shall describe the modification to the Plans requested by Developer. Builder shall have five (5) business days after receipt of the Notice of Material Change to provide written notice to the Developer if it objects to the proposed Material Change (a “Notice of Material Change Objection”), which plans shall describe revisions to the Material Change that would render it acceptable to Builder. If Builder fails to give a timely Notice of Material Change Objection to Developer, the Material Change shall be subject to approval deemed approved by Landlord’s architect and engineers and shall comply Builder. If Developer performs any Material Change without first providing Builder with their reasonable requirements to avoid aesthetic a Notice of Material Change, or other conflicts after Receiving a Notice of Material Change Objection, which objection has not been resolved in accordance with the design following provisions, then Developer shall assume responsibility for the cost of correcting any such change, as well as the time impacts for making such correction. Within five (5) business days after delivery to Developer of a Notice of Material Change Objection, said Developer and function the Builder shall meet to approve or reject the Material Change. If Developer and Builder cannot reach an acceptable resolution regarding the Notice of Material Change Objection, the dispute shall be resolved pursuant to the arbitration provision set forth in Section 7 below. For purposes of this Section (a), a “Material Change” shall consist only of the balance of following changes to the Building. Landlord’s approval is solely given approved Plans for the Improvements to be installed for the benefit of Landlord, and neither Tenant nor any third party shall the Property which have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have previously been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.applicable Approving Authorities:

Plans and Specifications. Annexed hereto as Exhibit C-1 is a matrix showing the elements of Landlord's Work and Xxxxxx's Work. Xxxxxxxx has prepared and delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant. All of Landlord's Work shall be solely responsible performed in accordance with Landlord's Plans and Specifications. Xxxxxx agrees to deliver to Landlord by April 1, 2002 schematic and design plans (herein called "Schematic Tenant Plans") for the work to be undertaken to prepare the Premises for Tenant's use and occupancy by Xxxxxx (the "Tenant Work") for Landlord's review and approval which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the final architecturalSchematic Tenant Plans, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity providing copies of the design, Landlord's Plans and Specifications and any other information relating to the configuration Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the Premises same (and the placement with respect to any revised submittal, within five (5) business days of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant receipt of the responsibility for such design. Tenant agrees it same) shall be solely responsible deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the timely preparation Tenant Work for Landlord's review and submission of all such plans approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord may not disapprove any matter that is consistent with Tenant's approved Schematic Tenant Plans. Landlord shall cooperate reasonably with Tenant and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred its architect in connection with the review preparation of Tenant’s plansthe Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and perform inspections.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within fifteen (15) days after the preparation date of this Amendment space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, "Space Plan") necessary or required by Landlord to complete the initial plans and specifications (called “plans”the "Initial Construction Documents") necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function construction of the balance of tenant finish in the BuildingExpansion Premises. Landlord’s Architect, Entos Design, shall prepare and submit the Initial Construction Documents to Tenant for Tenant's approval is solely given as soon as practical after receiving the Space Plan. Within ten (10) business days after receipt of the Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the benefit disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, the redrawing costs will be at Tenant's expense, subject to application of Landlord, and neither Tenant nor any third party shall have available portion of the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Allowance. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond receive a notice from Tenant disapproving the Initial Construction Documents within the ten (with approval or disapproval10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord shall send a written second and final notice (the “Deemed Approved Final Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have three (3) days following the plans revised by its architect Final Notice to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans respond in writing whether it approves or disapproves the Initial Construction Documents. If Tenant does not respond within the three (3) day period, then Tenant is deemed to Landlordapprove the Initial Construction Documents. Landlord’s architects and engineers shall respond (with approval Any redrawing of or disapproval) to any plan re-submission changes in the Initial Construction Documents requested by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingTenant's initial approval is at Tenant's expense, Tenant shall be responsible for all elements subject to application of any available portion of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAllowance.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Prior to making any Alterations, Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plansPlans”) necessary of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for Tenant the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to construct the Premises for Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s occupancycontractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as described in Article 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Decorative Alteration, which plans notice shall be subject contain a description of such Decorative Alteration. Landlord shall respond to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given any request for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans and specifications for any purpose whatsoever other than that Alterations within 15 Business Days after such request is made. In addition, Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall agrees to respond (with approval or disapproval) to any plan submission by Tenant resubmission of such plans and specifications within 8 business days 15 Business Days after resubmission to Landlord’s receipt thereof. If Landlord fails to respond to any such submission Tenant’s request within such 8 business day period15 Business Days, Tenant shall have the right to provide Landlord with a second request for approval (a “Second Request”), which failure continues for more than 2 business days after Tenant gives Landlord a written notice (shall specifically identify the “Deemed Approved Notice”) advising Landlord that plans and specifications to which such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of request relates, and set forth in bold capital letters the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsfollowing statement: “FAILURE TO RESPOND TO THIS NOTICE LANDLORD MUST COMPLETE ITS REVIEW AND APPROVE OR DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN TWO (2) 5 BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE OF THIS NOTICE. FAILURE BY LANDLORD TO DO SO WILL BE DEEMED TO BE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of SUCH PLANS AND SPECIFICATIONS. If Landlord fails to respond to a Second Request within 5 Business Days after receipt by Landlord as Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant sole and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have exclusive remedy the plans revised by its architect and specifications previously submitted to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process identified in the Second Request shall be followed until the plans shall have been deemed to be approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of designAs used herein, the structural integrity term “respond” shall mean approve or disapprove and, in the case of the designany disapproval, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerreasons therefor.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Annexed hereto as Exhibit C-1 is a matrix showing the elements of Landlord's Work and Tenant's Work. Landlord has prepared and delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant. All of Landlord's Work shall be solely responsible performed in accordance with Landlord's Plans and Specifications. Tenant agrees to deliver to Landlord by April 1, 2002 schematic and design plans (herein called "Schematic Tenant Plans") for the work to be undertaken to prepare the Premises for Tenant's use and occupancy by Tenant (the "Tenant Work") for Landlord's review and approval which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the final architecturalSchematic Tenant Plans, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity providing copies of the design, Landlord's Plans and Specifications and any other information relating to the configuration Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the Premises same (and the placement with respect to any revised submittal, within five (5) business days of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant receipt of the responsibility for such design. Tenant agrees it same) shall be solely responsible deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the timely preparation Tenant Work for Landlord's review and submission of all such plans approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord may not disapprove any matter that is consistent with Tenant's approved Schematic Tenant Plans. Landlord shall cooperate reasonably with Tenant and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred its architect in connection with the review preparation of Tenant’s plansthe Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and perform inspections.

Plans and Specifications. Tenant shall be solely responsible for the preparation (a) Within 90 days of the final architecturaldate hereof, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Landlord shall deliver to Tenant to construct the Premises for Tenant’s occupancyapproval (i) structural steel and foundation drawings including plans for site work in developing Parcels 12 and 13, which and (ii) design development plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit Buildings (collectively, “Preliminary Design Development Plans”). Tenant shall notify Landlord within 14 days after receipt of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval such Preliminary Design Development Plans of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) disapproval of same. Such approval shall not be unreasonably withheld. Should Tenant disapprove, Tenant shall provide its reasons therefore, and Landlord and Tenant shall work together in good faith to any plan submission by Tenant within 8 business days after Landlordmodify the Preliminary Design Development Plans to address Tenant’s receipt thereofconcerns and requirements. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall does not respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingsaid 14 days, Tenant shall be responsible for deemed to have approved the same. Notwithstanding the foregoing, but subject to the following two sentences, Landlord shall not be obligated to make changes to the Preliminary Design Development Plans that would result in an increase in the scope of the Landlord’s Work as outlined on Exhibits B and B-1. Landlord and Tenant acknowledge that Exhibit B is, in certain respects, conceptual in nature and accordingly may not fully describe with specificity all elements of Landlord’s Work intended to be covered by Exhibit B. In that regard, a change to the design Preliminary Design Development Plans suggested by Tenant will not be deemed an increase in the scope of TenantLandlord’s plans Work if the intent thereof is to clarify a construction detail reasonably suggested by Exhibit B. The Preliminary Design Development Plans as approved by Tenant (includingor deemed approved, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipmentas set forth above), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for referred to herein as the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerFinal Design Development Plans.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.”

Plans and Specifications. As soon as reasonably practicable following the Effective Date, Tenant shall be solely responsible for engage properly licensed architects, civil engineers and any other engineers or consultants necessary and appropriate to design, construct and install the preparation Waterford I Additional Improvements. Tenant shall proceed, at Tenant’s sole cost and expense (subject to reimbursement from the Waterford I TI Allowance), to prepare a draft of the final architectural, electrical improvements that Tenant desires to perform to the Waterford I Premises and mechanical construction drawings, shall deliver a complete copy of such draft plans and specifications (called “plans”) necessary to Landlord for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect review and engineers written approval. Landlord shall review the draft plans and specifications and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by notify Tenant within 8 seven (7) business days after Landlord’s receipt thereofof the same as to whether Landlord approves the draft plans and specifications; if Landlord does not approve the draft plans and specifications, such notice from Landlord to Tenant shall provide Landlord’s specific and detailed comments and suggestions which, if incorporated in the draft plans and specifications, would render the draft plans and specifications acceptable to Landlord. If Landlord fails and Tenant shall cooperate with one another in good faith to reach agreement regarding the draft plans and specifications as soon as reasonably practicable using good faith and diligent efforts; provided, that Landlord shall only have five (5) business days to review and approve any revised plans or specifications, and should Landlord fail to respond to any such submission within such 8 five (5) business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderapproved. The Deemed Approved Notice shallfinal, in order mutually approved plans and specifications are referred to be effective, contain on the first page thereof, in a font at least twice as large herein as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSWaterford I Improvement Plans.” In The work which is described on such Waterford I Improvement Plans is referred to herein as the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerWaterford I Additional Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.”

Plans and Specifications. Tenant Developer shall be solely responsible (i) diligently finalize, process and obtain approval of the Plans for the Improvements from the applicable Approving Authorities to the extent required by such entities, and (ii) apply to the utility service provider for the preparation of dry utility plans (“Utility Plans”). Upon receipt of the final architecturalapproved Plans for the Improvements and the Utility Plans for the dry utilities from the utility service provider, electrical and mechanical construction drawingsDeveloper will furnish a copy of such Utility Plans to the Builder. After replacement of Exhibit B by the Revised Exhibit B, plans and specifications if Developer elects to amend the Plans in a manner that will result in a Material Change (called defined below), then Developer shall provide written notice of the Material Change (a “plansNotice of Material Change”) necessary for Tenant to construct Builder if the Premises for Tenant’s occupancyBuilder Lots are affected by the change. The Notice of Material Change shall describe the modification to the Plans requested by Developer. Builder shall have five (5) business days after receipt of the Notice of Material Change to provide written notice to the Developer if it objects to the proposed Material Change (a “Notice of Material Change Objection”), which plans shall describe revisions to the Material Change that would render it acceptable to Builder. If Builder fails to give a timely Notice of Material Change Objection to Developer, the Material Change shall be subject to approval deemed approved by Landlord’s architect and engineers and shall comply Builder. If Developer performs any Material Change without first providing Builder with their reasonable requirements to avoid aesthetic a Notice of Material Change, or other conflicts after Receiving a Notice of Material Change Objection, which objection has not been resolved in accordance with the design following provisions, then Developer shall assume responsibility for the cost of correcting any such change, as well as the time impacts for making such correction. Within five (5) business days after delivery to Developer of a Notice of Material Change Objection, said Developer and function the Builder shall meet to approve or reject the Material Change. If Developer and Builder cannot reach an acceptable resolution regarding the Notice of Material Change Objection, the dispute shall be resolved pursuant to the arbitration provision set forth in Section 7 below. For purposes of this Section 4.1, a “Material Change” shall consist only of the balance of following changes to the Building. Landlord’s approval is solely given approved Plans for the Improvements to be installed for the benefit of Landlord, and neither Tenant nor any third party shall the Property which have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have previously been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.applicable Approving Authorities:

Plans and Specifications. Tenant Landlord shall be solely responsible retain the architect specified in the Basic Lease Information ("ARCHITECT") for the preparation of the preliminary and final architectural, electrical working architectural and mechanical construction drawings, engineering plans and specifications for the Tenant Improvements (called “plans”"FINAL PLANS AND SPECIFICATIONS"). Landlord reserves the right to substitute for the Architect another architect of its selection. Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) necessary days after request therefor, all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to construct the Premises for Tenant’s occupancy, which plans give under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any requested changes thereto because, in Landlord's reasonable opinion, the work as described in any such item, or any requested change, as the case may be: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant's premises or such other tenant's use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord's building standards, or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than ten percent (10%) from the cost originally estimated and anticipated by the parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Neither the approval by Landlord’s architect Landlord of the Final Plans and engineers and shall comply with their reasonable requirements to avoid aesthetic Specifications or any other plans, specifications, drawings or other conflicts items associated with the design and function Tenant Improvements nor Landlord's performance, supervision or monitoring of the balance Tenant Improvements shall constitute any warranty or covenant by Landlord to Tenant of the Buildingadequacy of the design for Tenant's intended use of the Premises. Tenant agrees to, and does hereby, assume full and complete responsibility to ensure that the Tenant Improvements and the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as Exhibit B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the Tenant Improvements Allowance (hereafter defined in Paragraph 6), plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised once, at Tenant's cost and expense. Any such revisions shall be subject to Landlord’s approval is solely given 's approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the benefit of Landlord, Tenant Improvements. The amended Final Plans and neither Tenant nor any third party Specifications shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission be approved by Tenant within 8 business (in writing, if requested by Landlord) not later than three (3) days after Landlord’s receipt thereof's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If Landlord fails to respond to any such submission within such 8 business day periodthe estimated Tenant Improvements Cost, which failure continues for more than 2 business days after as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved NoticeImprovements Cost, result in an Excess Tenant Improvements Cost, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised pay such Excess Tenant Improvements Cost as and when required by its architect Paragraph 8. Tenant's failure to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval approve or disapproval) to disapprove any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, matters which Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s entitled to approve or disapprove pursuant to this Paragraph 4 shall be conclusively deemed to be approval of same by Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant If Landlord fails to respond during such four (4) day period, Landlord shall automatically be solely responsible for deemed to have approved Tenant’s proposed changes to the preparation Final Phase I Plans and Specifications. Landlord, acting reasonably and in good faith, shall have seven (7) days from Tenant’s delivery of the final architectural, electrical and mechanical construction drawings, plans and specifications for the Phases (called other than Phase I) of Landlord’s Work (the “plansFinal Remaining Phases Plans and Specifications”) necessary for Tenant to construct advise Tenant, in writing, as to whether or not Landlord desires any changes to the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect Final Remaining Phases Plans and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofSpecifications. If Landlord fails to respond during such seven (7) day period, Landlord shall automatically be deemed to have approved the Final Remaining Phases Plans and Specifications. Tenant, acting reasonably and in good faith, shall have four (4) business days from Landlord’s delivery of Landlord’s response to advise Landlord, in writing, as to whether or not Tenant desires any changes to Landlord’s proposed changes to the Final Remaining Phases Plans and Specifications. If Tenant fails to respond during such submission within such 8 four (4) business day period, which failure continues for more than 2 Tenant shall automatically be deemed to have approved Landlord’s proposed changes to the Final Remaining Phases Plans and Specifications. Within seven (7) business days after Tenant gives the Final Remaining Phases Plans and Specifications have been finally approved (or deemed approved) by Landlord a written notice (and Tenant, Landlord shall submit such Final Remaining Phases Plans and Specifications to the contractors for bidding purposes in accordance with the provisions set forth below. The Final Phase I Plans and Specifications and the Final Remaining Phases Plans and Specifications, shall sometimes collectively be referred to as the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSFinal Plans and Specifications.” In the event Landlord’s architect’s or engineers’ approval essence of Tenant’s plans is withheld or conditionedtime, Landlord shall send prompt written notification thereof hire DSS Corporation as the general contract for Landlord Work. DSS Corporation agrees to competitively bid the work to all subcontractors and open-book all bids for Tenant and include Landlord review and selection. DSS Corporation shall receive a reasonably detailed statement identifying the reasons for such refusal or condition, and “cost plus 5%” fee. Tenant shall promptly have the plans revised by its architect opportunity to incorporate all reasonable objections review and conditions presented by Landlord provide input concerning the subcontractor bids, which Tenant agrees to do in a timely and shall resubmit such plans to Landlordgood faith manner. Landlord’s architects Tenant acknowledges and engineers shall respond (with approval or disapproval) to any plan re-submission by agrees that Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingDelay Factors, Tenant shall be responsible for all elements as defined in paragraph 4 of the design of Tenant’s plans (includingLease, shall include, without limitation, compliance with any delays resulting from (i) change orders to the Final Phase I Plans and Specifications or subsequent approved plans and specifications for the remaining phases of construction, requested by Tenant or by those acting for or under the direction of Tenant; (ii) the performance or completion by Tenant, or any entity or person employed by Tenant, of any work in or about the Premises; (iii) the failure of Tenant to supply adequate information to Landlord to prepare the Final Phase I Plans and Specifications by March 13, 2007; or (iv) the failure of Landlord and Tenant to mutually agree on the Final Phase I Plans and Specifications or subsequent plans and specifications for the remaining phases of construction in a timely manner, provided that in each such instance Landlord first gives Tenant two (2) business days notice that if Tenant does not so cure its act or omission the same will thereafter be considered a Tenant Delay Factor. Except to the extent expressly provided in the Lease, Landlord shall have no liability or obligation whatsoever to remedy, replace or correct any alleged defects and deficiencies in Landlord’s Work; provided, however, that Landlord specifically warrants that (i) all loading doors will be properly operational for three (3) months after the Commencement Date, absent any negligence of Tenant, and (ii) Landlord shall throughout the term of this Lease (as same may be extended) be responsible for repairing any latent defects in the Improvements at Landlord’s sole cost. Landlord shall, to the extent permitted by law, functionality assign all warranties associated with the Premises to, and cooperate with, Tenant in the enforcement of designany express warranties or guarantees of workmanship or materials given by any contractors, subcontractors, architects, draftsmen, or materialmen relative to Landlord’s Work, the structural integrity roof or any relevant Building systems. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall not be responsible, to any extent whatsoever, for the repair, remediation or correction of any alleged deficiencies or defects in any materials and workmanship in and concerning Landlord’s Work to the extent that the existence or occurrence of such defects or deficiencies are the result of, or due to, any negligent, willful or intentional or other acts or omissions of Tenant, its agents, employees, contractors, subcontractors, representatives or invitees. Tenant may not conduct any activities on the Premises that would have the effect of rendering any relevant warranties related to the performance of Landlord’s Work void (unless previously approved by the Landlord), and if Tenant does conduct any such activities and renders any relevant warranty void, Landlord will no longer have any obligations under the terms of the designLease with respect to the component, element or feature of the configuration Improvements that the warranty voided by Tenant’s activities had previously covered. Except as otherwise provided in this Lease, at no time during the Lease term (as same may be extended pursuant to any renewal option, if any) shall Tenant have any right, of any nature whatsoever, to withhold the timely payment of any rental due under the Lease as a result of, or due to, or because of, any alleged breaches by Landlord under the Lease or the alleged existence of any defects or deficiencies in the Improvements. Landlord shall obtain all applicable licenses, permits and approvals to complete the Tenant Improvements in accordance with all applicable laws. Landlord shall give Tenant estimates of the schedule for completion of each Phase of the Improvements and thirty (30) days prior written notice of the anticipated date each Phase of the Premises will be ready for occupancy. Within thirty (30) days following the Commencement Date, and thereafter within thirty (30) days following the completion of each remaining Phase, Landlord and Tenant shall mutually conduct a walk-through of the Premises and compile a punch list which sets forth any corrective work to be performed by Landlord with respect to the placement of Tenant’s furnitureImprovements which Landlord, appliances upon receipt, shall diligently pursue to correct. Landlord represents and equipment)warrants to Tenant with respect to each completed Phase, and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant that as of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of date each Phase is delivered to Tenant’s plans.:

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, All plans and specifications (called “plans”) necessary for Tenant any building to construct ------------------------ be erected on the Demised Premises for Tenant’s occupancy, which plans shall be subject submitted to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given Lessor for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with Lessor's written approval or disapproval) to any plan submission revisions required by Tenant within 8 business days after Landlord’s receipt thereofLessor. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Said right of approval shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (includinginclude, without limitation, size and general design of the building, construction materials to be used, exterior paint colors, all to be (i) compatible with existing and future improvements located or to be located on adjacent land owned by the Lessor and (ii) in compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment)development guidelines attached hereto as Exhibit X. Xxxxxx shall not unreasonably withhold such approval, and Landlord’s approval in the event of Tenant’s plans disapproval, Lessor shall in no event relieve Tenant give to Lessee an itemized statement of reasons therefor within thirty (30) days after the responsibility for such designsame are submitted to Lessor. Tenant agrees it shall be solely responsible for the timely preparation and submission of all If such plans and for all elements specifications are not approved and agreed to by Lessor and Lessee in writing within sixty (60) days after the same are first submitted to Lessor, then Lessor and Lessee shall select a mutually agreeable arbitrator, and the arbitrator so selected shall hear and determine the controversy and its decision as to the final plans and specifications shall be final and binding on both Lessor and Lessee, who shall bear the cost of such arbitration equally between them. Such arbitrator shall determine the controversy and notify Lessor and Lessee in writing of its determination within thirty (30) days after the controversy has first been submitted to such arbitrator. Within sixty (60) days after final approval of the design plans, Lessee shall, at Lessee's sole expense, commence, and shall thereafter diligently prosecute to completion the construction of the proposed improvements in accordance with such plans and for specifications. Prior to the commencement of any such work, Lessee shall furnish Lessor with a good and sufficient surety bond guaranteeing the completion of such building and the payment of all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer bills therefor or space plannerwaivers of construction liens from all contractors and subcontractors to be utilized on the project.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. If Landlord and Tenant fail to mutually approve and agree upon the Final TI Plans and Specifications on or before October 15, 2011, then each Target Delivery Date will be extended automatically for the period of delay occasioned by any such failure, but the Rent Commencement Date shall not be changed except in the case Tenant Delay. Upon Tenant’s approval of the Final TI Plans and Specifications, any further changes thereto shall be subject to Tenant’s prior written approval. Tenant agrees that it will not withhold its approval except for reasonable cause with respect to approval of the Final TI Plans and Specifications. Any objections made by Tenant to the Final TI Plans and Specifications shall be consistent with the TI Outline Plans and Specifications. Except in accordance with the change order process described below, Tenant shall not make any objections with respect to the Final TI Plans and Specifications concerning items which are not consistent with the scope of work contemplated by the TI Outline Plans and Specifications. The Final TI Plans and Specifications shall be solely responsible for approved by Landlord and Tenant by affixing thereon the signature or initials of an authorized officer or employee or representative of each of the respective parties hereto and a complete description thereof shall be attached to each party’s copy of this Lease and made a part hereof as Exhibit C-1. Such Exhibit C-1 shall be in lieu of and shall replace Exhibit B-1 except and only as to non-construction matters contained in Exhibit B-1, such as allowances and exclusions not expressly addressed by the Final TI Plans and Specifications. The signature of an authorized officer or employee or representative shall be deemed conclusive evidence of the approval indicated by such signature. Landlord agrees to appoint competent personnel to work with Tenant in the preparation of the final architecturalFinal Base Building Plans and Specifications and the Final TI Plans and Specifications and Tenant agrees to appoint a competent officer, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for employee or representative of Tenant to construct work with Landlord in the Premises for Tenant’s occupancy, which plans shall be subject to approval by preparation of the same. Landlord designates Xxxx Xxxxxxxx as Landlord’s architect and engineers and shall comply representative to work with their reasonable requirements Tenant with regard to avoid aesthetic or other conflicts with the all aspects of design and function construction of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordDemised Premises, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance any change orders, and to provide any notices or directions to Tenant regarding the same, and Tenant designates Xxx Xxxxxxx as Tenant’s representative to work with law, functionality Landlord with regard to all aspects of design, the structural integrity design and construction of the designDemised Premises, the configuration of the Premises and the placement of Tenant’s furnitureincluding, appliances and equipment)without limitation, any change orders, and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of to provide any notices or directions to Landlord regarding the responsibility same. A party may replace or provide for such design. Tenant agrees it shall be solely responsible for a substituted designated representative (temporarily or permanently) at any time and from time to time by written notice to the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerother party.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the First Amendment Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers (which approval shall not be unreasonably withheld, conditioned or delayed) and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. , Landlord’s approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 five (5) business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by the Landlord’s architect and engineers engineer without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the First Amendment Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto, Tenant agrees to reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection with its review and approval of the plans. Such amounts may be deducted from Landlord’s Contribution. (The word “architect” as used in this Section 3.2 Article 2 shall include an interior designer or space planner).) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. At any time during the term of the Lease with respect to the Expansion Space, Tenant shall be solely responsible for the preparation of the final architectural, electrical prepare and mechanical construction drawings, deliver to Landlord preliminary plans and specifications for the Expansion Space TIs to be constructed by Landlord in the Expansion Space (called “"Preliminary Plans"). Within fifteen (15) days following delivery of the Preliminary Plans, Landlord shall approve such Preliminary Plans or deliver to Tenant Landlord's objections to such Preliminary Plans. Landlord shall not unreasonably withhold its approval of the Preliminary Plans. If Landlord disapproves the Preliminary Plans, then the parties shall confer and negotiate in good faith to reach agreement on the Preliminary Plans. As soon as the Preliminary Plans are approved by Landlord and Tenant, and within thirty (30) days thereafter, Tenant shall prepare final plans”, specifications and working drawings for the Expansion Space TIs ("Final Plans") necessary that are consistent with and are logical evolutions of the Preliminary Plans approved by the parties and shall deliver the same to Landlord for Tenant to construct the Premises for Tenant’s occupancyits approval, which plans approval shall not be subject unreasonably withheld. If Tenant's Preliminary Plans or Final Plans show work requiring a modification or change to approval by the Building shell, Landlord shall not be deemed unreasonable if it disapproves such Preliminary Plans or Final Plans, or if it conditions its consent to such Preliminary Plans or Final Plans upon Tenant paying to Landlord’s architect and engineers and shall comply with their reasonable requirements , prior to avoid aesthetic or other conflicts with the design and function commencement of construction of the balance Expansion Space TIs, the full cost of modifying or changing the BuildingBuilding shall as required by such Preliminary Plans or Final Plans. Landlord’s approval is solely given for If Landlord disapproves the benefit Final Plans, Landlord shall notify Tenant of Landlord's objections within fifteen (15) days after receipt thereof. If Landlord disapproves the Final Plans, the parties shall confer and negotiate in good faith to reach agreement on such disapproved items. As soon as Landlord and Tenant agree upon the Final Plans, a representative of each shall sign the same. Once the Final Plans have been finally approved by Landlord and Tenant, neither Landlord nor Tenant nor any third party shall have the right to rely upon Landlord’s approval order extra work or change orders with respect to the construction of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day periodthe Expansion Space TIs without the prior written consent of the other, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission consent shall not be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is unreasonably withheld or conditioned, delayed. All extra work or change orders requested by either Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements made in writing, shall specify the amount of delay or time saved resulting therefrom, and shall become effective and a part of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, Final Plans once approved in writing by both parties. Landlord agrees to submit such Final Plans to the structural integrity applicable governmental authority for its approval immediately following approval of the design, same by the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerparties hereto.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Plans and specifications and Working Drawings ------------------------ sufficient for the construction of the Tenant Improvements to be installed in the Premises (the "Drawings") shall be solely responsible for the preparation of the final architectural, electrical prepared by Tenant's Architect ("Architect") and mechanical construction drawings, plans and specifications submitted to Landlord. Within five (called “plans”5) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Drawings have been delivered to Landlord’s receipt thereof, Landlord shall reasonably approve or disapprove the preliminary plans and specifications, provided Landlord shall specify in writing any objections it shall have to the Drawings. If Landlord fails to respond to any such submission disapprove the Drawings, within such 8 business day period, which failure continues for more than 2 five (5) business days after Tenant gives Landlord a written notice (delivery thereof to Landlord, the “Deemed Approved Notice”) advising Landlord that such plan submission Drawings shall be deemed approved approved. If Landlord reasonably disapproves the Drawings, Landlord shall, in its notice of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and Tenant shall disagree on any aspect of the Drawings, Landlord and Tenant will meet and promptly attempt to resolve any differences. Architect shall revise the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and Tenant, and resubmit the revised Drawings until the parties are able to agree on the final form of Drawings. The parties will agree on the final form of Drawings within 2 twenty (20) business days of Landlord’s receipt the date of Architect's initial submittal, provided in any and all events Landlord shall have at least three (3) business days to review and respond to the final version of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderDrawings. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant working drawings and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall specifications which have been approved by Landlord’s architect Landlord and engineers without unreasonable objection or condition. Without limiting Tenant are hereinafter referred to as the foregoing"Approved Working Drawings." At the time of final approval of the Working Drawings, Tenant Landlord shall specify which of the improvements shown on the Working Drawings shall be responsible for all elements required to be removed by Tenant at Tenant's sole costs, upon the expiration of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity Term and/or surrender of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerPremises.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.