Common use of Tenant Work Clause in Contracts

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architectat its sole cost, shall be responsible for any construction and alterations within the Leased Premises together with the installation of its furniture, fixtures and business equipment, including telecommunications cabling and equipment, security systems, and Agents any other ancillary systems it may require as set forth on Schedule B (the “Tenant’s Work”), at its sole cost and expense, and in a good and workmanlike manner in accordance with all of its obligations under this Lease including without limitation, Article 6 of this Lease. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant’s business subject to the reasonable approval of the Landlord, Tenant’s work set forth on Schedule B is approved by Landlord pursuant to Article 6.1 of this Lease. Tenant shall have access to the Leased Premises upon execution of this Lease for purposes of performing Tenant’s Work and to Landlord's records regarding preparing the construction Leased Premises for Tenant’s operations. All of the Premises foregoing work and all work Tenant may undertake pursuant to facilitate Tenant's preparation Article 6 of Space Plans this Lease shall be done in accordance with all laws, rules, regulations and Final Plans for Tenant's Workordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment. Tenant shall comply and cause all of its contractors to comply with the provisions of Article 6 of this Lease. Landlord shall not unreasonably object continue to maintain the existing computer-based, card reader access system to the elevator serving the Leased Premises that will provide a log of access times to the Leased Premises and permit Tenant to instruct Landlord to disable individual access cards from providing access to the Leased Premises (the “Tenant Floor Security System). The Landlord will provide all required operating cards for the Tenant Floor Security System. The Tenant Floor Security System shall be accessed by the Tenant and Landlord solely for the Tenant's Space Plans’s floor. If, however, It will be the responsibility of the Tenant to keep track of all key-cards issued at the request of Tenant. All key-cards must be returned to the Landlord and Tenant are unable to agree upon termination of the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant Lease or a $15 penalty per item charge will be deducted from the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred held by Landlord.

Tenant Work. Tenant shall, within thirty (a30) days after execution of the Lease, submit to Landlord shall cooperate reasonably with for approval its plans and specifications for the Tenant Work (the"Tenant Improvement Plan"). Unless otherwise agreed to by Landlord, Tenant shall, in providing Tenantpreparing the Tenant Improvement Plan, Tenant's Architect, and Agents reasonable access to use the Premises and to Landlord's records regarding the construction space planner. Landlord shall, within thirty (30) days thereafter, either approve of the Premises Tenant Improvement Plan or submit to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's WorkTenant its proposed changes thereto. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, In the event Landlord and Tenant are unable to agree upon the Space nature and scope of the Tenant Improvement Plan within twenty ninety (2090) days after of execution of the Commencement DateLease, or such longer time as the Landlord and Tenant shall agree to in writing, then Tenant the Landlord shall have the right to terminate this Lease. Upon approving of the LeaseTenant Improvement Plan, whereupon Landlord shall refund agrees to complete the work depicted therein in a good and workmanlike manner and in compliance with all laws, using new materials and equipment of good quality, and deliver possession of the Leased Premises to Tenant in accordance with the security deposit under provisions contained herein on or before the Lease and all Rentals previously paid by Commencement Date, subject, however, to Paragraph 4 below. If Tenant under the Lease shall require any subsequent changes to the extent allocable Space Plan or the Tenant Improvement Plan ("Additional Work"), then, providing Landlord agrees in writing to periods after such changes, and the date of such termination. (b) Promptly after cost thereof will cause the approval of total costs to exceed the Space PlanTenant Improvement Allowance, as reasonably determined by Landlord, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within shall, within ten (10) calendar days after receipt thereofof the billing therefore, Landlord deposit with Landlord, Landlord's projected costs and expenses for the Additional Work in excess of the Tenant Improvement Allowance, which costs shall either approve the Final Plans or deliver include general contractor profit and overhead expected to Tenant specific written changes required be incurred by Landlord to such plans; provided, however, that Landlord shall not withhold its approval in connection with preparation of such additional plans unreasonably and specifications and/or such Additional Work. Such reimbursements shall not in be made by Tenant to Landlord prior to Landlord's undertaking any event withhold such approval if such proposed Final Plans conform changes to the preliminary Space Plan. If such projected costs for the Additional Work are in excess of Landlord's actual costs then Landlord shall not unreasonably withhold, condition or delay refund any excess to Tenant and if Landlord's approval costs for the Additional Work are in excess of Tenant's contractor or of any changes in the approved Final Plans requested estimated sum paid by Tenant. (c) , then Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred pay such deficiency to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlorddemand.

Tenant Work. (a) Tenant shall cause to be completed upon the Premises in accordance with applicable laws, ordinances or regulations and orders of federal, state or other governmental authorities, those improvements, other than the Landlord shall cooperate reasonably with Improvements, which are necessary or desirable to Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access order to make the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans suitable for Tenant's use and occupancy ("Tenant Work"). Landlord Tenant Work shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease be subject to the extent allocable to periods after the date of such termination.following conditions: (bi) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within Not later than ten (10) days after receipt thereofprior to commencing the Tenant Work, Tenant shall provide Landlord shall either approve with plans and specifications of the Final Plans Tenant Work, and the identity of the general contractor engaged by Tenant to perform the Tenant Work. (ii) Tenant or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor shall, throughout the period of construction, procure and maintain building's risk insurance coverage in an amount sufficient to cover the cost of Tenant Work, and naming the Tenant and Landlord as additional insureds, as their interests may appear. (iii) Tenant shall promptly pay and discharge all costs, expenses, damages and other liabilities which may arise in connection with or by reason of the Tenant Work. (iv) Tenant shall not permit the filing of any mechanic's lien and, within thirty (30) days after written notice of its existence thereof from Landlord shall discharge or bond over any mechanic's lien for material or labor claimed to have been furnished to the Premises on Tenant's behalf (except for work contracted for by Landlord). Prior to commencing any of the Tenant Work, Tenant shall (i) file waivers on behalf of each contractor waiving such contractor's night to file for or claim a mechanic's lien under Pennsylvania's Mechanic's Lien Law and (ii) provide to Landlord a time-stamped cover of such filings. (v) The Tenant Work shall be completed in accordance with the plans and specifications and construction schedule prepared by Tenant and attached hereto or provided to Landlord, subject to changes in the as may be approved Final Plans requested by Tenant pursuant to a written change order signed by Tenant. (cvi) The Tenant shall have no responsibility for Work will not weaken or impair the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at structural integrity or lessen the value of the Premises or the Building as any part thereof (vii) Not later than two (2) business days prior to commencement of the Commencement Date; (ii) costs recoverable by Tenant Work, Tenant shall obtain, at Tenant's sold cost and expense, all permits and approvals necessary for construction of the Tenant Work and shall provide a copy of same to Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlordpromptly upon receipt.

Tenant Work. (a) Tenant shall be responsible for retaining an architect (the “Architect”) to design the interior of the Demised Premises (and Tenant shall be responsible for all costs and expenses of the Architect). Tenant shall cause the Architect to deliver to Landlord complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, on or before July 15, 2005. Tenant Work shall be performed, and Landlord shall cooperate reasonably be reimbursed if applicable, in accordance with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such terminationExhibit C-2 annexed hereto. (b) Promptly after At such time as they become available, the approval completed interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Space PlanDemised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C-1 and shall be referred to as the “Plans and Specifications.” The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant shall cause proposed final plans ("Final Plans") Work and a work cost estimate ("certain other aspects of Tenant Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by TenantBuilding. (c) Construction, according to the Plans and Specifications ("Tenant Work”) shall have no responsibility be carried out and pursued to completion by Landlord, with the cooperation of Tenant. Landlord need not begin Tenant Work until the later of the date hereof and the approval by Landlord of the Plans and Specifications (it being agreed that complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the following costs associated with Tenant's Work: preparation of the Demised Premises, shall be required in order for Landlord to determine whether it shall approve the Plans and Specifications). In that connection: (i) costs incurred Landlord shall have the sole right to remove Hazardous Materials present at designate general contractors and subcontractors for the Premises or the Building as of the Commencement Date; Tenant Work. (ii) Landlord shall apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Tenant shall join in the execution of the applications, and at Landlord’s request, shall cooperate with the prosecution of the application. Tenant shall bear all fees, costs recoverable and expenses in connection with the applications including any reasonable out-of-pocket legal expenses incurred by Landlord on account of warranties or insurance; in connection obtaining such approvals and permits (iii) construction management or other general overhead it being understood that such fees, costs incurred by Landlordand expenses will be included in the Tenant Work Allowance described in Exhibit C-2, to the extent such allowance is applicable).

Tenant Work. (a) Landlord The Tenant shall cooperate reasonably with Tenant in providing Tenantnot make any additional alterations or additions, Tenant's Architectstructural or non-structural, and Agents reasonable access to the Premises and without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to Landlord's records regarding the construction herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord exterior, lobbies, elevator, roof, structure, or building systems in or at the Building, Landlord’s consent shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty be required (20“Minor Alterations”) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at if such Minor Alteration requires a building permit from the Premises applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or the Building as of the Commencement Date; delayed, and (ii) costs recoverable if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord on account for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties or insurance; and (iii) construction management or other general overhead costs incurred guaranties then in effect for all work performed by LandlordTenant at the Premises.

Tenant Work. All finish work and other work desired by Tenant and not included within the scope of the Tenant Improvements as set forth in the Construction Documents or in the Additional Work authorized by a duly executed Change Order, including, but not limited to, computer systems, telephone systems, telecommunications systems and other items (athe "Tenant Work") shall be furnished installed and paid for by Tenant. A delay in the installation of any Tenant Work will not result in any extension of the Lease Commencement Date. Commencement of any Tenant Work by Tenant shall not constitute acceptance by Tenant of any work by Landlord shall cooperate reasonably or Contractor or a waiver of any rights Tenant may have against Landlord, Contractor or others with respect to the Tenant in providing TenantImprovements or Additional Work. 4.1 Access and Entry At a time designated by Landlord and Contractor, Tenant's Architect, and Agents Landlord ----------------- agrees to provide reasonable access to the Premises to Tenant and its agents for the purpose of installing and completing Tenant's cabling related to Tenant's telephone and telecommunications systems. so long as such access does not interfere with the conduct of Landlord's records regarding the construction of or affect Landlord's ability to bring the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's WorkSubstantial Completion. Landlord All other Tenant Work shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon occur during the Space Plan within twenty thirty (2030) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund day period provided to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease for fixturization. With respect to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space PlanTenant Work, Tenant shall cause proposed final plans ("Final Plans") adopt a schedule in conformance with the schedule of Landlord's Contractor and conduct its work in such a manner as to maintain harmonious labor relations so as not to interfere with or delay the work cost estimate ("Work Cost Estimate") of Landlord's Contractor. Landlord will endeavor to be prepared based upon provide Tenant. at no cost, space in or about the preliminary Space PlanPremises, if available, for the storage and staging of Tenant's materials. provided that such storage and staging does not interfere with or delay the work of Landlord's Contractor. Tenant shall deliver be responsible for providing all insurance and for providing any necessary security and shall use said space at its sole risk. Tenant agrees to hold Landlord copies harmless and indemnify Landlord from and against any and all loss, liability or cost arising out of or in connection with the use of this storage space by Tenant. Tenant shall be obligated to remove any of the Final Plans and stored materials from the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve storage space prior to the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably Lease Commencement Date and shall not in be responsible to repair any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition damage or delay Landlord's approval of clean up any debris resulting from Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as use of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlordspace.

Tenant Work. (a) Landlord shall cooperate reasonably with and Tenant in providing Tenant, acknowledge and agree that certain work ----------- required for Tenant's Architectoccupancy of the Premises, including the procurement and installation of furniture, telephone systems and wiring, fixtures, art work and signage ("Tenant's Work"), may be beyond the scope of the Tenant Improvements, and Agents reasonable access may be performed by Tenant or its contractors at Tenant's sole cost and expense subject to the Premises approval of Landlord and Tenant's compliance with this Subparagraph 6(d). Tenant shall adopt a construction schedule for Tenant's Work in conformance with the Work Schedule, and shall perform Tenant's Work in such a way as not to hinder or delay Landlord's or Landlord's Contractor's operations in the Buildings. Tenant's use of elevators in connection with any Tenant's Work shall be arranged with Landlord and shall be subject to Landlord's records regarding approval. Any costs incurred by Landlord as a result of any interference with Landlord's or Landlord's Contractor's operations by Tenant or its contractors shall be paid by Tenant to Landlord within five (5) business days after written demand from Landlord. (Any delays which arise by reasons fully outside the construction control of Tenant or its contractors, and not arising as a result of Tenant's prosecution of Tenant's Work, shall not give rise to a demand by Landlord for such costs.) Tenant's contractors shall be subject to the administrative supervision of Landlord's Contractor. Tenant's work shall comply with all of the Premises to facilitate following requirements: (i) Tenant's preparation Work shall not proceed until Landlord has approved the following in writing: Tenant's contractors, proof that Tenant's contractors currently have licenses in good standing with the State of Space Plans California Contractors State License Board, proof of the amount of coverage of public liability and Final Plans property damage insurance carried by Tenant and Tenant's contractors in the form of insurance certificates with a valid endorsements naming Landlord and Landlord's Contractor as additionally insured and each in an amount not less than one million dollars ($1,000,000.00), complete and detailed plans and specifications for Tenant's Work and Tenant's detailed scheduled for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (bii) Promptly after the approval Tenant's Work shall be performed in conformity with a valid permit when required, a copy of the Space Plan, Tenant which shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver furnished to Landlord copies before such work is commenced. In any event, all Tenant's Work shall comply with all applicable laws, codes and ordinances of any governmental entity having jurisdiction over the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space PlanBuildings. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for Tenant's failure to comply with such applicable laws. Delays in obtaining final approvals allowing occupancy of the following costs associated space which are wholly or partially due to Tenant's activities are the responsibility of Tenant. (iii) Tenant shall promptly pay Landlord upon demand for any extra expense incurred by Landlord by reason of faulty work done by Tenant or its contractors. (iv) Tenant's Work shall be completed in a lien-free and first-class and workmanlike manner shall be subject to (and Tenant shall comply with) Subparagraphs 13(e) and (f) of the Lease with respect to the Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as . EXHIBIT "C" ----------- Page 4 of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.8 Pages

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty Within ten days (2010) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such terminationthis Lease (if applicable), Tenant shall submit to Landlord completed interior design drawings, layouts and interior finish specifications for the preparation of the Demised Premises. Landlord, at its sole cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to as the “Plans and Specifications”. The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties’ understanding regarding the scope of work to be provided to Tenant by Landlord (“Tenant Work”) and consists of the Initial 1st Floor Tenant Improvement Work (as defined in Exhibit C), the 3rd Floor Tenant Improvement Work (as defined in Exhibit C) and the Expansion Space Tenant Improvement Work (as defined in Exhibit C). (b) Promptly Landlord shall complete the construction of the Tenant Work, in accordance with the Tenant Improvement Workletter, in the following manner: (i) Landlord shall arrange for the performance of the 3rd Floor Tenant Improvement Work on or prior to the Commencement Date and shall arrange for the performance of the Initial 1st Floor Tenant Improvement Work and the Expansion Space Tenant Improvement Work after the approval Commencement Date; (ii) Within a reasonable time consistent with the target Commencement Date, after completion of the Space PlanPlans and Specifications (if required), which shall be approved and initialed by Tenant, Landlord shall apply to the appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord’s performance of Tenant Work. (iii) Within a reasonable time consistent with the target Commencement Date, after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner. Tenant shall advise Landlord immediately in writing of any objection to the performance of the Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work (“Work Changes”) and/or Tenant requests additional work (“Additional Work”) other than Tenant Work to be performed in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord’s estimated costs, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies pay for any additional costs in advance of the Final Plans Additional Work or Work Changes and the Work Cost Estimate promptly after completion. Within ten (10) days after upon receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay invoice from Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (cvi) In the event of a default by Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord in any payment required on account of warranties Tenant’s Work, Work Changes or insurance; Additional Work costs prior to Tenant’s occupancy of Demised Premises, Landlord shall, in addition to all other legally allowable remedies, have the same rights as in the case of an Event of Default in Rent under the Lease. (vii) To the extent necessary, Tenant shall be responsible for moving all business equipment, furniture and all personal property (iiifiles, wall hangings, valuables, etc.) construction management or other general overhead costs incurred by Landlordas may be required in connection with Landlord commencing and performing any of the Tenant Work.

Tenant Work. Improvements to the Premises that are in addition to those identified herein as “Landlord’s Work” are herein called the “Tenant Work.” Tenant Work shall be completed by Landlord at Tenant’s expense, and Landlord’s Work shall be completed by Landlord at Landlord’s expense. The same procedure shall pertain to any matters referred to in this Exhibit as being at Tenant’s expense or a charge to Tenant Work. Tenant Work, and costs charged to Tenant Work, shall include without limitation: (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, The work described on Schedule A-l attached hereto and Agents reasonable access to the Premises and to Landlord's records regarding the construction made a part hereof for all purposes. Upon completion of the Premises to facilitate Tenant's preparation of Space Plans final plans and Final Plans specification for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, howeverthe Tenant Work as set forth in Section 2 below, Landlord and Tenant are unable shall enter into an amendment of this Exhibit to agree upon include the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease list of final plans and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination.specifications in Schedule A-l. (b) Promptly after the approval of the Space PlanAll changes or additions made, Tenant shall cause proposed final plans at Tenant’s request, ("Final Plans") and a work cost estimate ("Work Cost Estimate"i) to be prepared based upon Landlord’s Work (as described below) to the preliminary Space Plan. Tenant shall deliver extent that the cost to Landlord copies of completing Landlord’s Work is increased by the Final Plans and the Work Cost Estimate promptly after completion. Within ten aggregate of all such changes or additions or (10ii) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by TenantTenant Work. (c) Any structural modification to the Building or Development with respect to the Tenant Work, which shall have no responsibility be subject to Landlord’s consent. (d) The fees of architects, engineers, consultants and contractors, including Landlord’s Construction Manager (defined below), for services with respect to the Tenant Work. (e) All applicable Washington State sales tax. (f) Fees and expenses for all permits, including building, special energy and structural modification permits and other governmental fees, except for the following permits required for Landlord’s Work. (g) Any other costs associated with referred to in this Exhibit as being at Tenant's ’s expense or a charge to Tenant Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate hire contractors to renovate the premises in accordance with architectural plans to be submitted and to be approved by Landlord. Permission to do construction is not to be unreasonably withheld or delayed but no approval shall be required for non-structural portion of the initial work or any future non-structural or cosmetic alterations. Tenant work shall initiate at the Landlord provided perimeter space and utility connections and at locations otherwise referred to within the work letter. • Landlord will provide 7AM to 6PM construction access, Monday thru Friday excepting nationally recognized holidays, direct service access from street; non-exclusive service elevator access (Tenant realizes this is an occupied and fully operational building and that all Tenants require the use and operations of the loading dock access and service or freight elevators at all times). Materials and staging area (within Tenants space) and temporary utilities on a sub-metered basis (or agreed upon stipend). Any work performed outside of these hours shall constitute after hours work. Tenant to secure work permits as required for off hours work. Construction access is only through ▇▇▇▇▇ Street entrance/elevator and connecting stairs • Tenant may work extended hours however shall reimburse Landlord for super or assistant super and or other required building staff and or security details at cost plus 10% charge. • Landlord shall agree to waive any additional staff charges for “minor finish work” within the Tenant space. Such after-hours work shall be subject to Landlord review and approval. • Tenant will use commercially reasonable efforts to employ labor that is harmonious with other labor within the Building, but under no circumstances, will Tenant be obligated by Landlord to utilize union labor. All Tenant’s labor shall be sufficiently experienced in its field of work. • Tenant will be permitted to utilize its own consultants for all permitting and expediting (if necessary) requirements Landlord shall have the right to approve consultants. • Landlord’s consultants may charge a construction coordination/plan review fee. Tenant to reimburse Landlord for reasonable actual out of pocket costs Landlord incurs for engineers or other professionals in connection with review of Tenant’s plans, including, without limitation, Landlord’s core and shell and acoustical engineers. • Prior to commencing any work, Tenant shall supply the insurance required by Section 6.B(vi) of the Lease. The following are the Rules adopted by Landlord, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after as of the date of such terminationthe lease to which these Rules are attached, with respect to the Building. (a) Tenant shall not store any materials or objects in the Building outside of the Premises, other than in the Retail Premises. (b) Promptly after the approval of the Space PlanExcept as otherwise permitted by this Lease, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon not drill holes into the preliminary Space Plan. Tenant shall deliver to Landlord copies exterior walls or roof of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereofBuilding, Landlord shall either approve the Final Plans nor will Tenant attach wires or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform other devices to the preliminary Space Planexterior walls or roof without the prior written consent of the Landlord. Landlord No curtains, blinds, shades, or screens shall not unreasonably withholdbe attached to or hung upon, condition or delay used in connection with, any windows or doors of the Premises without the prior written consent of Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility not use the bathrooms or other Building systems or any plumbing fixtures for any purpose or in any manner other than for the following costs associated with Tenant's Work: (i) costs incurred purposes and in the manner they were intended to remove Hazardous Materials present at be used, and no rubbish, rags, paper towels or other inappropriate materials shall be thrown therein. Tenant shall keep the interior heat in the Premises at such a level that pipes will not freeze in the winter months. Any and all damage resulting from any failure to comply with the foregoing requirements shall be borne by the tenant who, or whose agents, employees, contractors, visitors, or licensees have, caused such damage. (d) Tenant shall not bring into, or permit in, the Premises any animals (except service animals for the disabled). (e) No hand trucks or similar devices may be used for moving articles in or out of the Premises, except those equipped with rubber tires, side guards and such other safeguards as Landlord requires. (f) Tenant shall, at all times, keep a copy of all keys for the Premises with the Landlord together with instructions for disarming any security systems. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall changes be made to any existing locks or the Building as mechanisms thereof without the prior written consent of Landlord. Upon the termination of the Commencement Date; tenancy, Tenant shall restore all keys to the Landlord including keys to stores, bathrooms, and/or offices. (iig) costs recoverable by Landlord on account In the event of warranties or insurance; any conflict between the terms and (iii) construction management or other general overhead costs incurred by Landlordprovisions of this Exhibit G and the Lease to which this exhibit is attached, the terms and provisions of the Lease shall be paramount and prevail.

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction as part of the Premises to facilitate Tenant's preparation consideration for the extension of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon covenants and agrees that it shall renovate the demised premises (including, but not limited to the McAllister Space) in accordance with (i) the "Scope of Tenan▇ ▇▇▇▇" ▇▇tached hereto as Exhibit B, (ii) the plans and specifications submitted to and approved by Landlord shall refund to Tenant in advance, and (iii) the security deposit under provisions of the Lease as amended hereby (the "Tenant Work"). Tenant agrees to expend at least $620,000 in construction and all Rentals previously paid by Tenant under the Lease other "hard costs" with respect to the extent allocable Tenant Work, which "hard costs may include architectural fees not to periods after the date exceed $62,000 of such terminationamount. (b) Promptly after Tenant shall submit to Landlord, for its prior approval, detailed plans and specifications for all Tenant Work prepared by a licensed architect at Tenant's sole cost and expense. Tenant agrees that the Tenant Work outlined in the plans and specifications shall cover work reasonably estimated by Tenant and Tenant's architects to cost approximately $620,000 in construction and other "hard costs". Landlord's approval of the Space Plan, such plans and specifications shall not be unreasonably withheld or delayed and Landlord agrees to make best efforts to respond to any plan submission by Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within within ten (10) business days. Plans and specifications for all Tenant Work (including work within the McAllister Space) shall be submitted to Landlord at least th▇▇▇▇ (▇▇) days prior to the Effective Date and the Tenant Work shall be commenced (except for the McAllister Space) within sixty (60) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its receives ▇▇▇▇▇▇▇d's approval of such plans unreasonably Plans and Specifications. Tenant Work shall not commence within the McAllister Space within sixty (60) days after Landlord gives ▇▇▇▇▇▇ ▇▇ssession of the McAllister Space. Tenant or its contractors shall substantia▇▇▇ ▇▇▇▇▇▇te all Tenant Work by January 31, 2005. The time periods contained in this paragraph shall be extended due to casualty, acts of God, strikes, and any event withhold such approval if such proposed Final Plans conform to similar circumstances beyond the preliminary Space Plan. Landlord shall not unreasonably withholdcontrol of the parties (but expressly excluding lack or insufficiency of funds, condition bankruptcy or delay Landlord's approval of Tenant's contractor insolvency or of any changes in the approved Final Plans requested default by Tenantcontractors or subcontractors) ("Force Majeure"). (c) Tenant shall have no responsibility for comply with all applicable laws and regulations and the following costs associated terms and conditions of the Lease (as amended hereby) in connection with Tenant's Work: . In no event shall the Tenant Work (i) costs incurred to remove Hazardous Materials present at the Premises or the plans and specifications for such Tenant Work) include any structural changes to the Building as nor any changes to the outside of the Commencement Date; Building or otherwise outside of the demised premises, except as specifically provided in paragraphs 12 and 13 of this Amendment. (iid) costs recoverable Tenant shall provide Landlord with copies of all contracts and subcontracts for the Tenant Work and monthly statements certifying the amount expended for Tenant Work and shall provide Landlord a final certification (together with paid or receipted bills, waivers of lien or other evidence satisfactory to Landlord) that Tenant has expended at least $620,000 in construction and other "hard costs" in connection with the Tenant Work no later than April 15, 2005. It. shall be a material default under this Lease if Tenant shall fail to implement, complete and pay for the Tenant Work shown on the plans an specifications submitted to and approved by Landlord on account or before April 15, 2005, such date being subject to reasonable extension in the event of warranties or insurance; and (iii) construction management or other general overhead costs incurred by LandlordForce Majeure.

Tenant Work. At Tenant’s election (which election shall be made by Tenant giving written notice (“Tenant Work Election Notice”) to Landlord on or before the Tenant Work Election Date), either: (i) Tenant shall perform the leasehold improvements in both the Office Premises and the Warehouse Premises in accordance with the plans and specifications (as approved by Landlord, “Tenant’s Plans”), which shall be consistent with the Contemplated Tenant Work described on Exhibit H, in accordance with Landlord’s plan submission standards set forth in Exhibit D and shall be submitted to Landlord for its approval (“Tenant Work”), or (ii) Landlord shall perform the Tenant Work. If Tenant does not timely give Landlord a Tenant Work Election Notice, then Tenant shall be deemed to have elected that Tenant perform the Tenant Work. Tenant shall submit initial plans and specifications with respect to the Tenant Work on or before the Initial Plans Date and the parties shall use reasonable efforts to finalize the same within fourteen (14) days thereafter. All changes to Tenant’s final approved plans shall be subject to Landlord’s prior written approval. Tenant shall submit the final approved Tenant’s Plans to Landlord on or before the Final Plans Date and, if Landlord performs the Tenant Work, Tenant shall give Landlord written authorization to proceed with the Tenant Work on or before the Authorization to Proceed Date. Any breach by Tenant in its obligations under the immediately preceding sentence shall be deemed to be a Tenant Delay. If Tenant performs the Tenant Work, the Tenant Work shall be performed in accordance with this Lease, including, without limitation, Subsections 6.2.4 and 6.2.5 hereof. Except for Landlord’s Contribution, Tenant Work shall be at Tenant’s sole cost and expense. If Tenant elects to have Landlord perform Tenant Work, Tenant shall pay Landlord a construction management fee equal to two percent (2%) of the cost of Tenant Work (which amount shall be deducted from Landlord’s Contribution). In addition, if Tenant elects to have Landlord perform the Tenant Work and provided that there are no Tenant Delays, as hereinafter defined, Tenant shall not be responsible for the payment of any holdover rent in the 205 Indigo Creek Premises unless Tenant fails to vacate the 205 Indigo Creek Premises (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architectthat is occupied for office use on or before the date that is ten (10) days following the Substantial Completion Date, and Agents reasonable access to (b) in its entirety (including those portions that are occupied for light manufacturing, assembly and warehouse uses) on or before the Premises and to Landlord's records regarding date that is twenty (20) days following the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space PlansSubstantial Completion Date. If, however, Landlord Tenant elects to perform the Tenant Work and the Tenant Work is not completed in time for Tenant to vacate the 205 Indigo Creek Premises on or before the date that is the earlier to occur of (a) (i) with respect to those portions of the Premises that are unable occupied for office use, ten (10) days following the Substantial Completion Date (as such term is defined in the New Lease), and (ii) with respect to agree upon the Space Plan within entirety of the Premises (including those portions that are occupied for light manufacturing, assembly and warehouse uses) on or before the date that is twenty (20) days following the Substantial Completion Date; and (b) one hundred fifty (150) days after the Commencement Date, then Tenant shall have be obligated to pay the right Holdover Rent (as such term is defined in the Termination Agreement), subject to terminate and in accordance with the Leaseterms of the Termination Agreement. If either Tenant or Landlord performs the Tenant Work and the Substantial Completion Date occurs at any time on or prior to March 31, whereupon Landlord 2012 (the “Blackout Period”), then, the Substantial Completion Date shall refund to be postponed until the first day following the expiration of the Blackout Period but, if the Tenant shall accept possession of the security deposit under Premises during the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after Blackout Period, the date of such termination. acceptance shall be the Substantial Completion Date. For purposes hereof, “Tenant Delays” are defined as any delay which is (bi) Promptly after due to special work, changes, alterations, additions or so-called “long-lead” items required or made by Tenant or as part of the Tenant Work, (ii) due to any work beyond the Contemplated Scope of Tenant Work, (iii) caused in whole or in part by Tenant through the delay of Tenant in supplying information, approving plans, specifications or estimates, giving authorizations or otherwise, or (iv) caused in whole or in part by delay and/or default on the part of Tenant or its contractors or vendors including, without limitation, the utility companies and other entities furnishing communications, data processing or other service or equipment. GSDOCS\2096218.11 If Tenant elects to have Landlord perform the Tenant Work, and provided there are no Tenant Delays, promptly following the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Tenant’s Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereofTenant’s issuance of its authorization to proceed, Landlord shall either approve exercise all reasonable efforts to complete the Final Plans or deliver Tenant Work, but Tenant shall have no claim against Landlord for failure so to complete the Tenant specific written changes required by Landlord Work, and in light of Tenant’s right to such plans; providedcontinue to occupy the 205 Indigo Creek Premises, howeverTenant’s obligations under this Lease, including without limitation, the obligation to pay Rent as provided for herein, shall remain in full force and effect and without diminishment, notwithstanding that the Substantial Completion Date has not yet occurred. Tenant agrees that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of may make any changes in the approved Final Plans requested by Tenant Work from that shown on Tenant’s Plans, the necessity or desirability of which becomes apparent following approval of Tenant’s Plans, upon prior written notice to Tenant for nonsubstantial changes and with the approval of Tenant (which approval shall not be unreasonably withheld or delayed) for substantial changes. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.

Tenant Work. On or before July 15, 2003 Tenant shall cause to be prepared and sealed by an architect licensed in the State of New Jersey, and shall submit to Landlord for its approval, all plans and specifications required for the leasehold improvements to be constructed within the Premises (“Tenant Plans”) which Tenant Plans shall be in substantial conformity in all respects with the plans and specifications previously provided to Landlord and priced by Landlord for the Tenant Work.. Tenant shall reasonably endeavor to use Landlord’s professionals to prepare the Tenant Plans. Any delay by Tenant in delivering the Tenant Plans as and when required hereunder shall constitute a Tenant Delay, unless caused in any manner by Landlord or its agents, professional or contractors. Tenant Plans shall be sufficient so long as Tenant Plans (a) are complete, finished and include detailed architectural, electrical, plumbing, fire protection, HVAC and engineering drawings including all necessary dimensions and specifications and all finish schedules; (b) are practicable and consistent with Landlord’s Plans, subject to standard construction industry tolerances and subject to reasonable as-built field conditions not specified on Landlord’s Plans, (c) involve construction within the Premises only and do not adversely affect or compromise any portion of the Building, and (d) do not require any special materials or design or changes in or of the Building which is not then already set forth in Landlord’s Plans or in Landlord’s judgment cannot be accommodated without additional expense or delay. To the extent Tenant uses Landlord’s Architect to prepare such plans, Tenants Plans shall be deemed to comply hereunder. Tenant’s submission of Tenant Plans to Landlord shall cooperate reasonably be deemed approval thereof by Tenant. Such submission shall contain one complete electronic media (CAD) copy (said CAD copy to contain Premises plans only), four blue-line or black-line prints and one reproducible copy of each page. Tenant shall be solely responsible for the completeness and compliance of Tenant Plans with Tenant in providing Tenantall applicable laws, Tenant's Architectcodes and regulations, including without implied limitation, ADA, and Agents reasonable access to the Premises all state and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Workmunicipal permitting requirements. Landlord shall not unreasonably object review Tenant Plans and respond to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty thirty (2030) days after the Commencement Datesubmission, then and should Landlord elect to have Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease Plans reviewed by Landlord’s architects and all Rentals previously paid engineers if Tenant’s Plans were not prepared by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space PlanLandlord’s professionals. Tenant shall deliver to bear the reasonable expense of such review. Unless Tenant’s Plans are prepared by Landlord’s professionals, review and approval of Tenant Plans by Landlord copies (and its professionals, as aforesaid) shall in no instance be deemed or constitute a representation, warranty or confirmation by Landlord or by its professionals of any kind regarding the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final completeness of Tenant Plans or deliver to Tenant specific written changes required conformance therewith with applicable laws, codes or regulations, or permitting requirements, or with the requirements of Landlord’s Plans, or the adequacy of Tenant’s specifications or design, but rather Landlord’s review (and review by Landlord’s professionals) is for the protection of Landlord to such plansonly; provided, however, that Landlord shall use reasonable efforts to advise Tenant if such review indicates that Tenant Plans violate or fail to satisfy any requirements of Landlord’s Work. If Tenant Plans are not withhold its sufficient, as above set forth, Landlord shall notify Tenant of the insufficiency and Tenant shall cause such insufficiency to be remedied and the remedy shall be incorporated into Tenant Plans by Tenant at Tenant’s expense and resubmitted to Landlord, and the time involved in Tenant’s revision and resubmission of Tenant Plans shall constitute a Tenant Delay, unless Tenant’s Plans are prepared by Landlord’s professionals; it being further understood that the foregoing shall not diminish the effect of any intervening Change Order Delay. If Landlord determines that Tenant Plans are still not sufficient after Landlord’s review and Tenant’s resubmission, then the approval process described above will be repeated; provided, however, that Landlord agrees to review Tenant’s resubmission(s) as promptly as is reasonably practicable. Tenant shall make no changes to Tenant Plans after Landlord’s approval thereof without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, and which changes shall be requested and implemented, if at all, only in accordance with the procedures set forth below. Any delay in substantial completion of the construction set forth on Tenant Plans (“Tenant Work”) or in Landlord’s Work resulting from such plans unreasonably changes or from an election by Tenant to incorporate special materials or designs in Tenant Plans shall be deemed to be a Tenant Delay and shall not in any event withhold such approval if such proposed Final Plans conform to have the preliminary Space Planconsequences herein set forth. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or notify Tenant as quickly as reasonably practicable after receipt of any changes in to Tenant Plans if Landlord anticipates that the approved Final Plans requested by Tenantproposed changes will delay substantial completion of construction. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing A. Tenant, Tenant's Architect, following the full and Agents reasonable access to the Premises final execution and to Landlord's records regarding the construction delivery of the Premises Lease to facilitate Tenant's preparation which this Work Letter is attached and all prepaid rental and security deposits or letters of Space Plans credit required under such agreement, shall have the right to perform alterations and Final Plans for Tenant's Work. improvements in Building 6 and Building 7 and, following delivery of Building 5 by Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate perform alterations and improvements in Building 5 (collectively, the “Initial Alterations”). Tenant hereby acknowledges and agrees that Tenant shall perform, and the Initial Alterations shall include, upgrades to the structure of Building 5 sufficient to accommodate the balance of the Initial Alterations and the full reconstruction of the interior of Building 5 to a general office condition suitable for Tenant’s bank holding company’s offices (the “Building 5 Reconstruction”). Within a reasonable period of time following execution of the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause its architect to provide to Landlord architectural and construction drawings of Tenant’s proposed final Building 5 Reconstruction for Landlord’s review and approval. Landlord agrees that upon Landlord’s receipt of any plans, drawings and/or change orders hereunder submitted to Landlord for Landlord’s review and approval, Landlord shall review and either approve or disapprove (and, in the event that Landlord disapproves any of the same, provide to Tenant a reasonably detailed written statement describing the basis for such disapproval) within 5 Business Days following Landlord’s receipt of such plans, drawings and/or change orders. The Building 5 Reconstruction shall be mutually and reasonably acceptable to each of Landlord and Tenant and shall otherwise be subject to the terms and conditions of this Work Letter as a part of the Initial Alterations. In addition, the Initial Alterations shall include and Tenant shall perform architectural enhancements to the exterior of each of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building 7 (the “Exterior Enhancements”), which Exterior Enhancements are consistent with Landlord’s long-term exterior enhancement plans for the Lake Marriott Business Park project and otherwise reasonably acceptable to each of Landlord and Tenant. Landlord shall provide Tenant with an allowance ("Final Plans"the “Exterior Enhancement Allowance”) and a work cost estimate ("Work Cost Estimate") in an amount not to exceed $400,000.00 to be prepared based upon applied toward the preliminary Space Plancosts of the Exterior Enhancements. Landlord shall disburse the Exterior Enhancements Allowance, or applicable portion thereof, to Tenant in accordance with Section 1.B of this Work Letter. Tenant shall deliver not be required to Landlord copies spend an amount in excess of the Final Plans Exterior Enhancement Allowance on the Exterior Enhancements (nor shall Landlord be required to provide any funds in addition to the Exterior Enhancement Allowance in connection with the Exterior Enhancement). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9.03 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, which approval shall not be unreasonably withheld, conditioned or delayed. 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. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves ▇.▇. ▇▇▇▇▇▇, Inc., a California corporation, as Tenant’s general contractor for the Initial Alterations. B. Provided Tenant is not then in default or with the passage of time would be in default under the Lease (including this Work Cost Estimate promptly after completionLetter), Landlord agrees to contribute the sum of $6,346,775.00 (which amount based on approximately $29.71 per rentable square foot of the Premises) (the “Allowance”) toward the cost of performing the Initial Alterations. Within ten The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, taxes, insurance and bonds related to the Initial Alterations, permit fees, cabling, the Construction Management Fee (defined herein below), changes to the Base Building required as a result of the installation of the Initial Alterations, change orders, alarm systems and access controls, approved signage and for hard costs in connection with the Initial Alterations. The Allowance (and/or the Exterior Enhancement Allowance, as applicable), less a 10) % retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations (or the Exterior Enhancements, as the case may be), in periodic disbursements within 30 days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Workdocumentation: (i) costs incurred an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to remove Hazardous Materials present at the Premises or the Building as of the Commencement Datebe made to a date specified therein; (ii) costs recoverable by a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations (or Exterior Enhancements, as the case may be) for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord on account or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations (or the Exterior Enhancements, as the case may be); (v) plans and specifications for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of warranties all construction contracts for the Initial Alterations (or insurancethe Exterior Enhancements, as the case may be), together with copies of all change orders, if any; and (iiivii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations (or the Exterior Enhancements, as the case may be). Upon completion of the Initial Alterations (or the Exterior Enhancements, as the case may be), and prior to final disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be), Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations (or the Exterior Enhancements, as the case may be), and (5) the certification of Tenant and its architect that the Initial Alterations (or the Exterior Enhancements, as the case may be) have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance or the Exterior Enhancement Allowance more than one time per month. If the Initial Alterations exceed the Allowance or the Exterior Enhancements exceed the Exterior Enhancement Allowance, Tenant shall be entitled to the Allowance (or the Exterior Enhancement Allowance, as the case may be) in accordance with the terms hereof, but each individual disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be) shall be disbursed in the proportion that the Allowance (or the Exterior Enhancement Allowance, as the case may be) bears to the total cost for the Initial Alterations (or the Exterior Enhancements, as the case may be), less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance (or the Exterior Enhancement Allowance, as the case may be) during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. C. In no event shall the Allowance or the Exterior Enhancements Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment of the entire Allowance and/or the Exterior Enhancements Allowance to Landlord in accordance with the provisions contained in this Work Letter by December 31, 2005 (the “Final Request Date”), any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. In the event that Tenant fails to so submit a request for payment of all of the remaining Allowance on or before the Final Request Date, Landlord shall provide to Tenant written notice no less than 10 Business Days prior to the Final Request Date notifying Tenant that Tenant has not, as of the date of Landlord’s notice, submitted a request for such balance of the Allowance. In the event Landlord fails to so notify Tenant, such failure shall not be deemed to be a default or breach by Landlord, but the Final Request Date shall be extended one day for each day Landlord fails to timely notify Tenant of such remaining balance. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations, Exterior Enhancements Allowance and/or Allowance. Landlord shall be entitled to deduct from the Allowance a construction management or other general overhead costs incurred by fee for Landlord’s oversight of the Initial Alterations in an amount equal to 1% of the Allowance (the “Construction Management Fee”).

Tenant Work. (a) Landlord The Tenant shall cooperate reasonably with Tenant in providing Tenantnot make any additional alterations or additions, Tenant's Architectstructural or non-structural, and Agents reasonable access to the Premises and without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to Landlord's records regarding the construction herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord exterior, lobbies, elevator, roof, structure, or building systems in or at the Building, Landlord’s consent shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty be required (20“Minor Alterations”) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at if such Minor Alteration requires a building permit from the Premises applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or the Building as of the Commencement Date; delayed, and (ii) costs recoverable if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord on account for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by ▇▇▇▇▇▇, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties or insurance; and (iii) construction management or other general overhead costs incurred guaranties then in effect for all work performed by LandlordTenant at the Premises.

Tenant Work. (a) Within ten days (10) after the date of this Lease (if applicable), Tenant shall submit to Landlord shall cooperate reasonably with Tenant in providing completed interior design drawings, layouts and interior finish specifications for the preparation of the Demised Premises. Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to at Landlord's records cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to as the "Plans and Specifications". The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties' understanding regarding the construction scope of the Premises work to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's be provided to Tenant by Landlord ("Tenant Work"). Landlord shall not unreasonably object require Tenant to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon restore the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease Demised Premises to the extent allocable conditions prior to periods after the date of such terminationTenant Work. (b) Promptly Landlord shall complete the construction of the Tenant Work, in accordance with the Tenant Improvement Workletter, in the following manner: (i) Landlord shall arrange for the performance of Tenant Work prior to the Commencement Date; (ii) Within a reasonable time after completion of the Plans and Specifications (if required), which shall be approved and initialed by Landlord and Tenant, Landlord shall apply to the appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord's performance of Tenant Work. (iii) Within a reasonable time after the approval issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner. Tenant shall advise Landlord immediately in writing of any objection to the performance of the Space PlanTenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work ("Work Changes") and/or Tenant requests additional work ("Additional Work") other than Tenant Work to be performed in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord's estimated costs and Tenant approves said additional costs, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies pay for any additional costs in advance of the Final Plans Additional Work or Work Changes and upon receipt of invoice from Landlord. (vi) In the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to event of a default by Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval payment required on account of Tenant's contractor Work, Work Changes or Additional Work costs prior to Tenant's occupancy of any changes Demised Premises, Landlord shall, in addition to all other legally allowable remedies, have the same rights as in the approved Final Plans requested by Tenantcase of an Event of Default in Rent under the Lease. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.

Tenant Work. (a) Landlord shall cooperate reasonably with Tenant in providing TenantOn or before April 15, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall have the right to terminate the Lease, whereupon Landlord shall refund to Tenant the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (b) Promptly after the approval of the Space Plan2001, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon and sealed by an architect licensed in the preliminary Space PlanCommonwealth of Pennsylvania, and shall submit to Landlord for its approval, all plans and specifications required for the leasehold improvements to be constructed within the Premises ("Tenant Plans"). Tenant shall deliver reasonably endeavor to use Landlord's professionals to prepare the Tenant Plans. Any delay by Tenant in delivering the Tenant Plans as and when required hereunder shall constitute a Tenant Delay. Tenant Plans shall be sufficient so long as Tenant Plans (a) are complete, finished and include detailed architectural, electrical, plumbing, fire protection, HVAC and engineering drawings including all necessary dimensions and specifications and all finish schedules; (b) are practicable and consistent with Landlord's Plans, subject to standard construction industry tolerances and subject to reasonable as-built field conditions not specified on Landlord's Plans, (c) involve construction within the Premises only and do not adversely affect or compromise any portion of the Building, and (d) do not require any special materials or design or changes in or of the Building which is not then already set forth in Landlord's Plans or in Landlord's judgement cannot be accommodated without additional expense or delay. Tenant's submission of Tenant Plans to Landlord copies shall be deemed approval thereof by Tenant. Such submission shall contain one complete electronic media (CAD) copy (said CAD copy to contain Premises plans only), four blue-line or black-line prints and one reproducible copy of each page. Tenant shall be solely responsible for the Final completeness and compliance of Tenant Plans with all applicable laws, codes and regulations, including without implied limitation, ADA, and all state and municipal permitting requirements. Landlord shall review Tenant Plans and the Work Cost Estimate promptly after completion. Within ten respond to Tenant within thirty (1030) days after receipt thereofsubmission, and should Landlord elect to have Tenant Plans reviewed by Landlord's architects and engineers, Tenant shall either approve bear the Final reasonable expense of such review. Review and approval of Tenant Plans by Landlord (and its professionals, as aforesaid) shall in no instance be deemed or constitute a representation, warranty or confirmation by Landlord or by its professionals of any kind regarding the completeness of Tenant Plans or deliver to Tenant specific written changes required conformance therewith with applicable laws, codes or regulations, or permitting requirements, or with the requirements of Landlord's Plans, or the adequacy of Tenant's specifications or design, but rather Landlord's review (and review by Landlord's professionals) is for the protection of Landlord to such plansonly; provided, however, that Landlord shall use reasonable efforts to advise Tenant if such review indicates that Tenant Plans violate or fail to satisfy any requirements of Landlord's Work. If Tenant Plans are not withhold its sufficient, as above set forth, Landlord shall notify Tenant of the insufficiency and Tenant shall cause such insufficiency to be remedied and the remedy shall be incorporated into Tenant Plans by Tenant at Tenant's expense and resubmitted to Landlord, and the time involved in Tenant's revision and resubmission of Tenant Plans shall constitute a Tenant Delay; it being further understood that the foregoing shall not diminish the effect of any intervening Change Order Delay. If Landlord determines that Tenant Plans are still not sufficient after Landlord's review and Tenant's resubmission, then the approval process described above will be repeated; provided, however, that Landlord agrees to review Tenant's resubmission(s) as promptly as is reasonably practicable. Tenant shall make no changes to Tenant Plans after Landlord's approval thereof without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, and which changes shall be requested and implemented, if at all, only in accordance with the procedures set forth below. Any delay in substantial completion of the construction set forth on Tenant Plans ("Tenant Work") or in Landlord's Work resulting from such plans unreasonably changes or from an election by Tenant to incorporate special materials or designs in Tenant Plans shall be deemed to be a Tenant Delay and shall not in any event withhold such approval if such proposed Final Plans conform to have the preliminary Space Planconsequences herein set forth. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant's contractor or notify Tenant as quickly as reasonably practicable after receipt of any changes in to Tenant Plans if Landlord anticipates that the approved Final Plans requested by Tenantproposed changes will delay substantial completion of construction. (c) Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Commencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iii) construction management or other general overhead costs incurred by Landlord.