Common use of Tenant's Improvements Clause in Contracts

Tenant's Improvements. Prior to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is responsible for making improvements to the Leased Premises pursuant to Section 34 of the Termthis Lease, Tenant shall, agrees that it will make such improvements to the Leased Premises as it may deem necessary at its sole cost and expense. However, Tenant shall not make any alterations, decorations, installations, additions or improvements to the Leased Premises (a) promptly initiate excluding cosmetic changes, the estimated cost of shall be less than $2,000), including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus (except moveable office furniture and diligently pursue ordinary moveable business machines and equipment), without Landlord's prior written consent, and then only by contractors or mechanics employed or approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate. All alterations, decorations, installations, additions or improvements made by either of the design parties hereto upon the Leased Premises, except movable office furniture and moveable office equipment put in at the expense of all improvements Tenant and other work to items as mutually agreed upon in writing, shall be performed by it pursuant to Schedule B the property of Landlord and shall remain upon and be surrendered with the Leased Premises at the termination of this Lease without molestation or injury. Notwithstanding the foregoing, Tenant shall on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to termination of this Lease at its cost and expense remove the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premisesmodular Tempest enclosure, and (b) promptly commence and diligently pursue the construction and completion Landlord will with its approval of the Premises. any alterations notify Tenant as to whether or not Tenant will be permitted by Landlord required to enter remove such alterations from the Premises in accordance with Schedule B for on termination of this Lease. Said items that are to be removed from the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Premises by Tenant shall have obtained Landlordbe removed at Tenant's approval of the plans sole cost and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.expense, and (d) Landlord all damage to the Building and Premises caused by the installation and removal of said items shall have received full payment from be repaired, replaced and/or restored by Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. at Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean sole cost and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencesexpense.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is responsible for making improvements to the Leased Premises pursuant to Section 1(b) of the Termthis Lease, Tenant shall, agrees that Landlord shall have no other obligations to make improvements or repairs (except as otherwise specifically set forth herein) and Tenant shall make all improvements to the Leased Premises at its sole cost and expense. However, Tenant shall not make any alterations (for purposes of this Section 9, “alterations” shall mean any structural alteration or any alteration affecting the mechanical, electrical, and/or plumbing system servicing the Leased Premises, or any other alteration, the cost of which exceeds $25,000), installation, additions or improvements to the Leased Premises, including, but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which will not be unreasonably withheld or delayed, and then only by contractors or mechanics approved by Landlord and pursuant to plans therefor approved by Landlord, such approvals not to be unreasonably withheld or delayed. All such contractors and/or mechanics shall provide to Landlord, at Landlord’s request, evidence of liability insurance carried with an insurance company reasonably acceptable to Landlord, pursuant to which the limits of liability shall be no less than $1,000,000.00 in respect to any one occurrence, and in respect to the aggregate, at least $2,500,000.00 in respect to the general aggregate limit of liability, which insurance shall name Landlord, Manekin, LLC, and any lender from time to time of Landlord (the “Lender”) (or others as may be reasonably requested by Landlord) as additional insureds. All such work shall be (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant Landlord, or a general contractor affiliated with Landlord, or (b) done under the general supervision of Landlord or its construction manager to Schedule B on assure standard quality improvements in the Building, for which Landlord or such construction manager shall be paid a schedule which in reasonable supervisory fee not to exceed three percent (3%) the total cost of such work. Tenant shall, upon Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date ’s request, provide lien waivers from any and all applicable contractors or mechanics with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premisesany such work. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for All such work, (b) alterations, installations, additions or improvements shall be done, in a good and workmanlike manner, at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate. All alterations, installations, additions or improvements made by either of the parties hereto upon the Leased Premises, except movable office furniture, trade fixtures and information technology equipment put in at the expense of Tenant, shall be the property of Landlord and shall remain upon and be surrendered with the Leased Premises at the termination of this Lease without molestation or injury, reasonable wear and tear excepted; provided, however, that Landlord, at the time it approves such alterations, installations, additions or improvements, may elect to require Tenant to remove all or any part of said alterations, installations, additions or improvements at the expiration of this Lease, in which event such items shall have obtained a valid building permit for construction remain the property of Tenant and such removal shall be done at Tenant’s expense, and Tenant shall, at its expense, repair any damage to the Leased Premises and/or the Building caused by such removal or by the removal of its improvementspersonalty, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. reasonable wear and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activitiestear excepted. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with pay before delinquency any business, rent or other taxes or fees that are now or hereafter levied, assessed or imposed upon Tenant's construction activities shall be deposited daily in dumpsters, provided by ’s use or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront occupancy of the Leased Premises, the conduct of Tenant’s business at the Leased Premises, or Tenant’s equipment, fixtures, furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is levied against Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodor so that Landlord is responsible for collection or payment thereof, then Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only pay as additional rent the obligation to pay Rental (other than any Additional Rental due Landlord by reason amount of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencessuch tax or fee.

Tenant's Improvements. Prior A. Construction of the Tenant Improvements. Tenant --------------------------------------- shall, at least 45 days prior to the commencement date Tenant expects to begin construction, provide to Landlord, for Landlord's written approval, which shall not be unreasonably withheld or delayed, plans and specifications or detailed schematics, as may be necessary to commence and complete any portion of the TermTenant Improvements to be made to the exterior of the Premises Building and showing the proposed Tenant Improvements to the interior of the Premises Building such plans and specifications or schematics to be sufficiently detailed so that Landlord can assess the nature and quality of the Tenant Improvements (the "Plans"). Landlord shall, within 5 business days of receipt of the Plans, notify Tenant shallin writing of its approval or disapproval. In the event that Landlord disapproves of any aspect of the Plans, it shall provide Tenant with a statement of such objections. Tenant shall have 14 days to submit revised Plans. Landlord's failure to timely provide a written response to the Plans shall be deemed an approval of same. Tenant shall obtain, and maintain in good standing, all necessary site plan improvements and approvals, building permits, and other governmental authority approvals and permits required to commence and complete all of the Tenant Improvements, and shall send copies of such, specifically of any late changes to plans to Landlord for approval, as soon as practicable, prior to commencing work on the Premises and/or Premises Building. Upon the occurrence of an Event of Default, any and all plans, and any modifications thereto and all approvals, permits and other governmental authority approvals and permits required to complete the Tenant Improvements, shall immediately become and sole and exclusive property of Landlord. Tenant, promptly after Landlord's and governmental approval of the final Plans, shall undertake and complete, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior construction of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the PremisesTenant Improvements. Tenant agrees that it shall not, and (b) promptly commence and diligently pursue in the construction and completion of the PremisesTenant Improvements, (i) create a nuisance, (ii) conduct construction activities or store machinery or equipment in such a way as to either reduce parking at Suniland Center by more than ten spaces or interfere with vehicular and/or pedestrian ingress and egress to Suniland Center; or (iii) interfere with the normal day-to-day operations of Suniland Center or the uses by other tenants of their respective premises at Suniland Center. Tenant will be permitted by Landlord to enter further agrees it shall commence and complete the Premises construction of the Tenant Improvements expeditiously and in a good and workmanlike fashion, employing licensed Florida contractors, and otherwise in accordance with Schedule B for all laws, regulations and legal requirements applicable to such construction, including but not limited to the purpose Americans With Disabilities Act of performing its obligations under Schedule B 1990 and for the purpose all amendments and modifications thereto. Prior to commencement of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodconstruction, Tenant shall perform all duties obtain and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason post a notice of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencescommencement substantially in compliance with Florida Statutes 713.

Tenant's Improvements. Prior Aside from those improvements governed by the Work Letter, Tenant shall not make any alterations or additions to the Premises without first having obtained Landlord's express written consent thereto, which consent may be withheld by Landlord in its sole and absolute discretion with respect to structural alterations and structural additions, or alterations or additions which might adversely affect the Building Systems, but Landlord's written consent shall not be unreasonably withheld with respect to additions in the nature of decorations. Without limitation, Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which would require unusual expense to readapt the Premises to normal office use upon termination of this Lease. At Landlord's election made at the time of plan approval, as a condition to the granting of its consent to any alterations or additions, Landlord may require that Tenant remove at the expiration or earlier termination of this Lease any or all such alterations which would require unusual expense to readapt the Premises for normal office use upon the termination of this Lease, at Tenant's sole cost and expense and restore the Premises to their condition existing prior to such alterations or additions. All such allowed alterations and additions shall be performed in such a manner as to maintain harmonious labor relations, in a good and workxxx-xxxe manner by contractors reasonably approved by Landlord, at Tenant's sole cost and expense and except for work done by or through Landlord, Tenant before its work is started shall secure all licenses and permits necessary therefor (with copies of such licenses and permits delivered to Landlord), including a Certificate of Occupancy after completion; deliver to Landlord a good-faith estimate of the cost of all labor and material to be furnished by the approved contractors; and cause each contractor, including Tenant if Tenant intends to perform its own work, to carry workmen's compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and comprehensive public liability insurance with such limits as Landlord may reasonably require, but in no event less than $2,000,000.00, and property damage insurance with limits of not less than $2,000,000.00 during the performance of Tenant's work, copies of any such insurance policies will be provided to Landlord and any mortgagee of Landlord, naming Landlord and any mortgagees of Landlord as additional insureds under such coverage (all such insurance to be written in companies reasonably approved by Landlord and insuring Landlord and Tenant as well as the contractors); however, such requirements shall not effect Tenant's insurance obligations hereunder. All work of Tenant's contractors shall be in accordance with and shall comply with any and all applicable federal, state, regional, county, municipal and other laws and regulations, including without limitation, the ADA. Tenant covenants that its contractor will pay for all labor and materials utilized in the performance of this work, will keep the Building free of liens, and, prior to the commencement of any work, to the Termextent allowable by law, shall deliver to Landlord, in recordable form, executed lien waivers from all such contractors, subcontractors, and materialmen. All work done by Tenant, its agents, employees or independent contractors shall be done in compliance with all Legal Requirements and Insurance Requirements, and shall be consistent with the quality, character and aesthetics of the Building. Landlord may inspect such work at any time or times. In the event Tenant shall, at wishes to commence its sole cost and expense, (a) promptly initiate and diligently pursue work in the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days Premises prior to the Grand Opening Date with respect to completion of Landlord's work under the exterior Work Letter, Tenant hereby acknowledges and agrees that it shall: (i) deliver evidence of the Premises and not later than seven required insurance to Landlord; (7ii) days prior to deliver the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction name of its improvements, pre-approved general contractor to Landlord; (ciii) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain work in the Premises in a clean Premises; (iv) report and orderly condition during construction at all times be subordinate to Landlord's general contractor while on the Premises; and merchandising. All trash which may accumulate in connection with (v) indemnify and hold Landlord harmless for any and all delays, loss, cost or damage caused directly or indirectly by Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord commencing such work in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Tenant, at its option, may make such non-structural improvements to the commencement of the Term, Tenant shallPremises as it may deem necessary from time to time, at its sole cost and expense, without Landlord’s consent (abut subject to all other obligations set forth in this Section 10) and costing less than $25,000 in the aggregate. Tenant shall not make any alterations, installations, additions or improvements to the Premises in excess of $50,000 or affecting the structural components of the Building, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which consent will not be unreasonably withheld, and then only be contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. All such work, alterations, installations, additions or improvements shall be done at Tenant’s sole expense, and at such times and in such manner as Landlord may from time to time designate, if at any point during the Term, Tenant is not the sole occupant of the Building. Landlord’s consent to and/or approval of Tenant’s plans and specifications for the aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Tenant shall promptly initiate pay for the costs associated with any such alterations or additions, and diligently pursue shall protect, defend, indemnify and hold harmless Landlord and the design Property from and against any and all liens, costs, damages and expenses incurred by Landlord in connection therewith, including any reasonable attorneys fees incurred by Landlord, if Landlord shall be joined in any action or proceeding involving such improvements. Landlord may, at its option, pay sums due in order to release such liens, in which event any such sums paid by Landlord shall be due to Landlord by Tenant, as Additional Rent, upon demand. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing such work have in full force and effect adequate workmen's compensation insurance as required by the laws of the State of Colorado, public liability and builders risk insurance in such amounts and according to terms reasonably satisfactory to Landlord. Landlord shall at all improvements times have the right to post or keep posted on the Premises, or in the immediate vicinity thereof, any notices of non-responsibility for any construction, alteration or repair of the Premises by Tenant, and other work Tenant hereby agrees to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than give Landlord at least ten (10) business days prior notice of Tenant's plans to commence such work so as to enable Landlord an opportunity to post such notices. All alterations, installations, additions or improvements made by either of the Grand Opening Date with respect to parties hereto upon the exterior of Premises, except movable office furniture, Tenant’s projectors in the Premises and not later than seven (7) days prior any trade fixtures of Tenant put in at the expense of Tenant or Landlord and other items as mutually agreed upon in writing, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Upon request by Landlord, such request to be made at the time Tenant requests consent for the applicable improvement under this Section 10, Tenant, at Tenant’s expense, shall remove any and all special improvements to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided Common Areas made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating supplemental HVAC and raised flooring. If Tenant fails to insurance remove any such items, Landlord shall have the right, but not the obligation, to remove and indemnificationdispose of such items, saving and excepting only restore the obligation to pay Rental Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (other than any Additional Rental due Landlord by reason 30) days after receipt of Tenant's failure to perform any of its obligations hereunder)an invoice therefore, together with interest at the Default Rate, which obligation shall commence when accrue from the Term commencesdate the costs were incurred by Landlord. Notwithstanding the foregoing, Landlord reserves the right to withdraw a request to remove improvements and to request that such improvements remain upon and be surrendered with the Premises.

Tenant's Improvements. Prior to the commencement of the Term, Tenant shallLandlord will construct, at its Tenant's sole cost and expenseexpense (but subject to Section 17.1.2), all initial Tenant's Improvements. Tenant will design the Tenant's Improvements as described in this Section 17.1. As soon as reasonably practical after Landlord approves the Final Plans, but not more than 15 Business Days thereafter, Landlord will provide to Tenant a detailed budget for the Cost of Construction of the Tenant's Improvements in accordance with the Final Plans, which proposed budget will be subject to review and approval by Tenant. As approved by Landlord and Tenant in writing, such construction budget will be referred to herein as the "Budget." Landlord and Tenant agree to make a good-faith effort to prepare and approve the Budget within 15 days after Landlord has delivered its initial detailed budget to Tenant. As initially proposed and submitted by Landlord to Tenant for Tenant's approval, the Budget will set forth a breakdown by trade of bids received, and Landlord will supply Tenant with documentation relating to any referenced bids as Tenant may reasonably request. As part of the Budget approval process, Tenant may request competitive bidding of up to 3 bids, as may be reasonable under the circumstances, and, incident thereto, provide Landlord with additional subcontractors or suppliers (not to exceed three per line item subcontract) from whom Landlord will obtain bids; provided, however, that (i) no such multiple bids will be required for contracts where the total subcontract cost is less than Thirty Thousand Dollars ($30,000.00), (aii) promptly initiate Landlord will not be obligated to use any supplier or subcontractor recommended by Tenant unless Landlord is reasonably satisfied that the particular subcontractor or supplier meets Landlord's financial and diligently pursue performance requirements for the design work, and (iii) the mechanical, electrical and fire protection subcontractors performing the work for Landlord's Improvements will be the subcontractor performing such services to Landlord for the Landlord's Improvements, so long as those subcontractors provide bids that are competitive and are able to meet the construction schedule for the work, and if either of all improvements and other those criteria are not met by any of such subcontractors, then Tenant may require its work to be performed competitively bid, whereupon the provisions of clause (ii) of this sentence will apply. During development of the Budget, Tenant may make value engineering adjustments in coordination with Landlord and Landlord's architect to reduce the Cost of Construction of the Tenant's Improvements as Tenant sees fit. Tenant will have the right to select its own subcontractors or service providers for telecommunications, data systems and cabling, security and architectural and design services. If, incident to the design or construction of Landlord's Improvements and Tenant's Improvements, Landlord is required to engage one or more engineering consultants to review the work of Tenant's service providers, the fees reasonable and charges of such' consultants will also constitute part of the Cost of Construction. If the Cost of Construction of Tenant's Improvements exceeds the Improvement Allowance, Tenant will pay Landlord, as Additional Rent, the amount by it pursuant which the Cost of Construction of the Tenant's Improvements exceeds the Improvement Allowance, in monthly installments (the "Estimated TI Payments") based upon a percentage completion basis, as follows: On the 25th day of each calendar month commencing with the calendar month during which the Improvement Allowance will be expended, Landlord will submit to Schedule B on Tenant a schedule which progress payment request, estimated as of the thirtieth or last Business Day of that month, showing Landlord's reasonable estimate of the value of the Tenant's Improvements completed, based upon the value of labor, services and materials incorporated or to be incorporated in the Premises and of materials stored at the Building Site as of the 30th or last Business Day of the month and the contractor's overhead/general conditions costs and contractor's fee thereon. Tenant will pay Landlord, within 10 days of receipt, the amount specified in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premisesstatement. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason Upon Substantial Completion of Tenant's failure to perform any Improvements, Landlord will notify Tenant of its obligations hereunder)the final Cost of Construction of Tenant's Improvements, which obligation shall commence when notice will be accompanied by reasonable documentation. If the Term commences.final Cost of Construction of Tenant's Improvements less the Estimated TI Payments actually paid by Tenant exceeds the Improvement Allowance, Tenant will pay the amount of such excess to Landlord, as Additional Rent, within 30 days after receipt of Landlord's notice. If the final Cost of Construction of Tenant's Improvements, less the

Tenant's Improvements. Not later than the Submission Date, Tenant shall provide Landlord with its initial Plans. Landlord shall promptly review the initial Plans and any revisions thereof and shall notify Tenant of any required changes. If Tenant fails to submit its initial Plans by the Submission Date or fails to submit any revised Plans by the dates required by Landlord or if Landlord reasonably determines that the Plans are so inconsistent with the Schedules as to not permit approval by Landlord, then, in any of such events, if such failure continues for more than ten (10) days after notice from Landlord, Landlord may at its option terminate this Lease by written notice to Tenant in which event this Lease shall terminate as of the date fifteen (15) days after Landlord's notice. No deviation from the final Plans approved by Landlord shall be made by Tenant without Landlord's prior written consent. Approval of the Plans by Landlord shall not constitute the assumption of any responsibility by Landlord or Landlord's architect for their accuracy, efficiency, sufficiency or compliance with any Laws, and Tenant shall be solely responsible for such items. Prior to the commencement of the TermRental Commencement Date, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design complete all of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in LandlordTenant's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the PremisesWork. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B Tenant's Work and for the purpose of installing its fixtures and other equipment, provided Tenant shall have (a) Tenant shall have obtained Landlord's written approval of the plans and specifications for such workPlans, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the all policies or certificates of insurance required in Sections 13.3. and 13.4.by this Lease, and (dc) deposited with Landlord shall have received full payment from Tenant for all deposits required by the Opening Contribution and for those items set forth in Section D of Schedule B. Work Schedules. Tenant's activities Work shall be conducted so as not to unreasonably interfere with Landlord's construction activities. activities or with the activities and operations of other tenants and occupants of the Shopping Center, and Tenant shall maintain otherwise comply, at its expense, with all other obligations of Tenant under the Premises in a clean Work Schedules, and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all other duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Within ninety (90) days after execution of this Lease, Tenant shall submit for Landlord's approval (which shall not unreasonably be denied or delayed) preliminary plans ("Tenant's -------- Preliminary Plans") showing Tenant's proposed improvements ----------------- ("Tenant's Improvements") to the commencement of the Term, Tenant shall, at its sole cost Premises. If Landlord does not respond in writing and expense, in reasonable detail to Tenant's request for approval within fifteen (a15) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in days after Landlord's reasonable judgment will permit receipt thereof, then Landlord's approval shall be deemed given. Landlord shall assist and cooperate with Tenant in Tenant's efforts to complete such improvements not later than obtain approval of Tenant's Preliminary Plans (to the extent necessary) by all appropriate governmental agencies. Within ten (10) days prior to after (i) Tenant's Preliminary Plans have been approved by the Grand Opening Date with respect to the exterior appropriate governmental agencies, and (ii) Tenant has accepted possession of the Premises from Landlord, Tenant shall commence construction of Tenant's Improvements, which construction shall be completed diligently and not later than seven in substantial conformity with Tenant's Preliminary Plans and in compliance with Legal Requirements. Following completion of Tenant's Improvements, Tenant shall provide Landlord with a revised draft of Tenant's Preliminary Plans if any changes affecting structural or exterior elements of the Premises were made from the draft of Tenant's Preliminary Plans originally approved by Landlord; provided, however, no such structural or exterior changes shall be made without Landlord's prior written approval (7) days prior to the Grand Opening Date with respect to the interior extent required hereby), which Landlord shall not unreasonably withhold, delay or condition. All of Tenant's Improvements shall become part of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval no obligation to remove the same upon the expiration or termination of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior The Tenant shall fixture the Premises to its satisfaction (the "Tenant Improvements") at Landlord's expense; provided, however, that Landlord's obligation for such Tenant Improvements shall not exceed the Fit-up Allowance on the Data Sheet unless the parties hereto agree otherwise. In that regard the Tenant has requested the Landlord to arrange with such contractor(s) that it may determine to perform the Tenant's improvements as specified in Exhibit B, Tenant's Floor Plan and Work Letter. In that regard the Landlord shall provide the Tenant with a fit-up allowance as set forth in Data Sheet Item No. 6. To the extent that the Tenant approved finishing of the Premises exceeds the fit-up allowance, (referred to as "excess fit-up") the Landlord shall pay for the cost of such excess fit-up and shall charge to the commencement Tenant, the cost of such excess fix-up, which shall be paid at the TermTenant's option by (i) invoice payable within thirty (30) days from Commencement Date, Tenant shallor alternatively (2) by way of additional rent the amortized cost of such fit-up, together with interest thereon at its sole cost and expense, (a) promptly initiate and diligently pursue the design rate of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10%) per centum per annum, compounded annually. All such fit-up improvements shall be the property of Landlord. Landlord is under no obligation to make any structural or other improvements, alterations, decoration, additions or improvements in or to the Premises except as may be mutually agreed upon between the Landlord and the Tenant. If the total cost of the Tenant Improvements shall be less than the Fit-up Allowance ("Excess Allowance"), Landlord shall pay to the Tenant the Excess Allowance by cash payment within thirty (30) days prior after the Tenant has commenced doing business in and is paying rent for the Premises. In the event that the Landlord shall fail to pay the Grand Opening Date with respect Excess Allowance on the date when due and shall fail to make such payment within fifteen (15) days after receipt by the exterior Landlord of additional written notice from the Tenant that such payment is due, the Tenant shall be authorized to deduct from the next payment(s) of Basic Rent due under the Lease, an amount not exceeding in aggregate the Excess Allowance. Prior to substantial completion of the Premises and not later than seven (7) days prior to Tenant Improvements, the Grand Opening Date with respect to the interior of tenant shall inspect the Premises, Landlord shall demonstrate all systems and (b) promptly commence Landlord and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval prepare and execute a punchlist. The punchlist shall list incomplete, minor and insubstantial details of the plans and specifications for such workconstruction, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.necessary mechanical adjustments, and (d) needed finishing touches. Landlord shall have received full payment from Tenant for complete the Opening Contribution and for those punchlist items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain within thirty (30) days after the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the PremisesCommencement Date. Landlord will remove such trash promptly correct any latent defects as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodthey become known to Landlord, or if Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.notifies Landlord

Tenant's Improvements. Prior Insurance covering Tenant's (1) merchandise, (2) "Fixtures" as defined in Article 10, Section 10.4), including the items specified as "Tenant's Work" in Exhibit C, (3) "Improvements" (as defined in Article 10, Section 10.1), permitted under Article 10, and (4) "Personal Property" (as defined in Article 10, Section 10.3) from time to time, in, on or upon the commencement Premises, in an amount not less than ninety percent (90%) of their full replacement cost from time to time after the Effective Date, providing protection against any peril included within the classification "All Risk," including, without limitation, coverage for sprinkler and flood damage and theft. Any policy proceeds shall be used for the repair or replacement of the Termproperty damaged or destroyed unless this Lease shall cease and terminate under the provisions of Article 18. All policies of insurance provided for herein shall be issued by insurance companies with a general policyholder's rating of not less than A and a financial rating of not less than Class X as rated in the most current available "Best's" Insurance Reports, qualified to do business in the State where the Property is located. All such policies shall be issued in the name of the Landlord, Landlord's property manager, Tenant, and Landlord's mortgagees or beneficiaries, which policies shall be for the mutual and joint benefit and protection of Landlord, Landlord's property manager, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design said mortgagees or beneficiaries. Executed copies of all improvements and other work such policies of insurance or certificates thereof shall be delivered to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than Landlord within ten (10) days prior to after the Grand Opening Date with respect to the exterior earlier of delivery of the Premises, or Tenant's entry onto the Premises with Landlord's consent, and not later than seven thereafter copies of renewal policies or certificates thereof shall be delivered to Landlord within thirty (730) days prior to the Grand Opening Date with respect to the interior expiration of the Premisesterm of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All policies of insurance delivered to Landlord must contain a provision that the company writing said policy will give to Landlord twenty (b20) promptly commence days' notice in writing in advance of any cancellation, lapse, reduction or other adverse change respecting such insurance. All public liability, property damage and diligently pursue other casualty policies shall be written as primary policies, not contributing with or secondary to coverage which Landlord may carry. Tenant's obligations to carry the construction and completion insurance provided for above may be satisfied by inclusion of the Premises. Tenant will be permitted Premises within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Tenant; provided, however, that Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies mortgagees or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities beneficiaries shall be conducted so named as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain additional insureds thereunder as their interests may appear and that the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. coverage afforded Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord not be reduced or diminished by reason of Tenant's failure the use of such blanket policies of insurance, and provided further that the requirements set forth herein are otherwise satisfied. Tenant agrees to perform permit Landlord at all reasonable times to inspect any policies of its obligations hereunder), insurance of Tenant which obligation shall commence when the Term commencesTenant has not delivered to Landlord.

Tenant's Improvements. Prior Subject to the terms of any Underlying Mortgage (as defined in Section 34 hereof), any structural alterations or improvements or any non-structural improvements or alterations costing more than Twenty Thousand and No/100 Dollars ($20,000.00) shall require Landlord's written consent, which consent shall not be unreasonably withheld. Landlord's consent shall be automatically granted if Landlord does not respond to Tenant's request within ten (10) days after notice and submission of preliminary plans and specifications from Tenant. Subject to the preceding sentence and the terms of any Underlying Mortgage, during the full Term of this Lease, Tenant shall have the right, at any time during the term of this Lease, and from time to time, at its own cost and sole expense and liability, to place or install within the Leased Premises, such nonstructural leasehold improvements not exceeding $20,000.00 as it shall desire. Unless expressly released by Landlord in writing, all such improvements shall be and remain, at the time of expiration or other termination of this Lease, the property of Landlord without payment or offset unless such improvements are not attached to the Premises, excluding signage and other equipment specific to Tenant's business whether or not attached to the building, as long as the equipment can be removed without damage to the Building. No such installation or construction by Tenant shall violate any lawful rule or regulation, plan or zoning construction or other law, ordinance or regulation applicable thereto, and all alterations and improvements shall be done and performed in good and workmanlike manner and blend architecturally with the existing design and style of the balance of the subject Building or other improvement being altered and shall not diminish the value of the subject Building or other improvement as of the date of the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design subject improvement. All costs of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete any such improvements shall be paid by Tenant and Tenant shall allow no liens for labor or materials to attach to the Leased Premises by virtue thereof. Tenant shall give Landlord not later less than ten (10) days notice prior to the Grand Opening Date with respect commencement of any work in, on or about the Leased Premises and Landlord shall have the right to post notices of non-responsibility in or on the Leased Premises as provided by law. Landlord may require that Tenant remove any or all alterations, improvements or additions made by Tenant to the exterior Leased Premises at the expiration of the Term and restore the Leased Premises to its prior condition, only if not previously approved by Landlord in writing. If Landlord shall consent to the alterations, improvements and not later than seven (7) days additions or approve of the drawings and specifications, as the case may be, the consent or approval shall be deemed conditioned upon Tenant acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy thereof to Landlord prior to the Grand Opening Date with respect to the interior commencement of the Premises, work and (b) promptly commence the compliance by Tenant of all conditions of said permit in a prompt and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activitiesexpeditious manner. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsterspay, provided by when due, all claims for labor or materials furnished or alleged to have been furnished to or for Landlord Tenant at, or for use in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Leased Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when claims are or may be secured by any mechanic's or materialmen's lien against the Term commencesLeased Premises or any interest therein.

Tenant's Improvements. Prior Tenant shall not make any alterations, decorations, installations, additions and/or improvements to the commencement Leased Premises, including, but not limited to, the installation of any fixtures, amenities, equipment, appliances or other apparatus (collectively, the "Work"), without Landlord's prior written consent which shall not be unreasonably withheld, conditioned or delayed, and then only by contractors or mechanics approved by Landlord. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's consent, to make non-structural repairs to the Leased Premises which do not affect the roof, mechanical, electrical or plumbing systems of the Building, and which do not, in any lease year, cost more than Ten Thousand Dollars ($10,000) in the aggregate. All such Work shall be done at Tenant's sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate. All such Work shall be done under the general supervision of Landlord to assure standard quality improvements on the Real Property for which Landlord shall be paid a reasonable supervisory fee, not to exceed seven percent (7%) of the cost of the Work. All such Work done by either of the parties hereto upon the Leased Premises, except movable furniture, equipment and trade fixtures put in at the expense of Tenant, shall be the property of Landlord and shall remain upon and be surrendered with the Leased Premises at the termination of this Lease without molestation or injury; provided, however, that Landlord may elect to require Tenant to remove all or any part of said work at the expiration of this Lease, in which event such removal shall be done at Tenant's sole cost and expense. At Tenant's request, Landlord will inform Tenant at the time it grants its consent to any proposed Work, of whether the Work must be removed by Tenant at the expiration of the Lease Term, . Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior repair any damage to the Grand Opening Date with respect to Leased Premises and/or the exterior of Building caused by such removal or by the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction removal of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4personalty., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is responsible for making improvements to the Premises pursuant to Sections 10.2 and/or 34 of the Termthis Lease, Tenant shall, agrees that it will make such improvements to the Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, decorations, installations, additions or improvements to the Premises, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus which has a material adverse affect on the structure of the Building or which would preclude Tenant from complying with its obligations upon the surrender of the Premises at the expiration or sooner termination of the Term in accordance with the express terms of this Lease, without Landlord’s prior written consent (a) promptly initiate which consent shall not be unreasonably withheld), and diligently pursue then only by contractors or mechanics employed or approved by Landlord. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate upon mutual agreement with Tenant. Landlord’s consent to and/or approval of Tenant’s plans and specifications for the aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of all governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture, trade fixtures, equipment, including hardware and systems, and other work to components which may be performed by it pursuant to Schedule B removed without an adverse affect on a schedule Tenant’s compliance with its obligations upon the surrender of the Premises at the expiration or sooner termination of the Term in accordance with the express terms of this Lease, which were put in Landlord's reasonable judgment will permit at the expense of Tenant to complete such improvements not later than ten (10) days prior and other items as mutually agreed upon in writing, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Notwithstanding anything herein to the Grand Opening Date with respect contrary, at the expiration or sooner termination of the Term, Tenant, at Tenant’s expense, shall have the right to remove the generator installed by Tenant on the exterior of the Building, the UPS (uninterrupted power source equipment), the supplemental fire suppression system, the PDU (the power distribution units), raised flooring, the supplemental HVAC system, the data and telecommunications and telephone cabling and cable trays installed by the Tenant in the Premises (the “Removal Items”); provided, however, that (i) if Tenant elects to leave any of the Removal Items in the Second Floor Key Area, the exterior of the Building or in the area shown on Exhibit “F” attached hereto and not later than seven made a part hereof (7collectively, the “Second Floor Key Area”), as the case may be, and Landlord desires to have any of such Removal Items removed from such area(s), Landlord shall have the right to remove such Removal Items and Tenant shall reimburse Landlord within thirty (30) days after receipt of a written invoice for the removal costs, together with reasonable supporting evidence, and (ii) if Tenant removes any of such Removal Items from the Second Floor Key Area, Tenant, at Tenant’s expense, shall restore the ceiling to a nine foot (9’) finished condition, with a reasonable amount of ceiling lights and with the concrete floor slab in tact; provided, however, that prior to the Grand Opening Date with respect to the interior of the PremisesCommencement Date, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from installed sufficient wiring so that no additional wiring is required in order for Tenant for to comply with this Subsection 9(ii). Notwithstanding anything herein to the Opening Contribution and for those items set forth contrary, Landlord, at Tenant’s expense, shall have the right to restore the ceiling in Section D of Schedule B. Tenant's activities shall be conducted so as not the Second Floor Key Area to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpstersnine foot (9’) height including sprinkler heads, provided by or for Landlord in that Landlord, at Landlord’s expense, shall install the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within ductwork to the Premises and deposited daily outside the storefront area of the Premises. Landlord will remove such trash as more particularly described in Sections C data and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencestelecommunications center.

Tenant's Improvements. Prior Tenant shall not make any alterations, decorations, installations, additions and/or improvements to the commencement Leased Premises, including, but not limited to, the installation of any fixtures (except trade fixtures), equipment (except movable equipment), or other apparatus (collectively, the "Work"), without Landlord's prior written consent (which consent shall not be unreasonably withheld or delayed), and then only by contractors or mechanics reasonably acceptable to Landlord. All such Work shall be done at Tenant's sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably and timely designate. All such Work shall be done under the general supervision of Landlord to assure standard quality improvements on the Real Property for which Landlord shall be paid a reasonable supervisory fee, which supervisory fee shall be at prevailing market rates for such services (but not to exceed $150 per hour); Landlord agrees to cause such supervision to be limited to such periodic inspections as may be required based on the Work and otherwise to use its best efforts to minimize the fees in connection therewith. All such Work done by either of the Termparties hereto upon the Leased Premises (including those items set forth in Exhibits C-1 and C-2), except other movable furniture and trade fixtures put in at the expense of Tenant, shall be the property of Landlord and shall remain upon and be surrendered with the Leased Premises at the termination of this Lease without molestation or injury; provided, however, that Landlord may elect, at the time it approves such Work, to require Tenant to remove all or any part of said Work (including those items set forth on Exhibits C-1 and C-2) at the expiration of this Lease, in which event such removal shall be done at Tenant's sole cost and expense. Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior repair any damage to the Grand Opening Date with respect to Leased Premises and/or the exterior of Building caused by such removal or by the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction removal of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4personalty., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior to the commencement (a) Within thirty (30) days after execution of the Termthis Lease, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue submit to Landlord its plans for improvements to the design of Premises and, after approval thereof by Landlord, shall complete all improvements and other work to be performed by it pursuant to such plans and the manner set out in Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises"C". Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B "C" for the purpose of performing its obligations under Schedule B "C" and for the purpose of installing its fixtures and other equipment, provided (ai) Tenant shall have obtained Landlord's prior written approval of the plans and specifications for such work, ; and (b) Tenant shall have obtained a valid building permit for construction of its improvements, (cii) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3Section 13.5. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. activities or the business of other tenants or their tenancies, Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited removed daily in dumpsters, provided from the Celebrity Square Area by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the PremisesTenant at its expense. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason arising out of Tenant's failure of Tenant to perform any of its obligations hereunderunder this Lease), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is --------------------- responsible for making improvements to the Premises pursuant to Section 35 of the Termthis Lease, Tenant shall, shall make such non-structural improvements to the Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all decorations, installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue including but not limited to, the construction and completion installation of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other any fixtures, amenities, equipment, provided (a) Tenant shall have obtained appliances, or other apparatus, without Landlord's prior written consent, which consent shall not be unreasonably withheld, and then only by contractors or mechanics employed or approved by Landlord, which approval shall not be unreasonably withheld. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate. Landlord's consent to and/or approval of the Tenant's plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, (b) design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture put in at the expense of Tenant and other items as mutually agreed upon in writing, shall have obtained a valid building permit be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Except for construction of its improvementsimprovements to the Premises pursuant to Section 35, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.upon request by Landlord, and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant, at Tenant's activities expense, shall be conducted so as not remove any and all special improvements to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided or Common Areas made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating supplemental HVAC and raised flooring. If Tenant fails to insurance remove any such items, Landlord shall have the right, but not the obligation, to remove and indemnificationdispose of such items, saving and excepting only restore the obligation to pay Rental Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (other than any Additional Rental due Landlord by reason 30) days after receipt of Tenant's failure to perform any of its obligations hereunder)an invoice therefore, together with interest at the Default Rate, which obligation shall commence when accrue from the Term commencesdate the costs were incurred by Landlord.

Tenant's Improvements. Prior to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate perform the Initial Improvements described in and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose RFP Response and that certain Agreement by and between Landlord and Tenant dated (the “Agreement”), a description of performing its obligations under Schedule B and for such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the purpose of installing its fixtures and other equipmentInitial Improvements in accordance with the schedule attached hereto as Exhibit C, provided (a) Tenant shall have obtained Landlord's approval as the same may be amended by a mutual agreement of the plans and specifications for parties (the “Development Milestones”). Subject to delays due to Force Majeure (as such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodterm is defined herein), Tenant shall perform all duties commence construction of the Initial Improvements on or before [ ], and obligations imposed by diligently and continuously prosecute such improvements to Final Completion, which shall in no event occur later than [ ] (the “Outside Completion Date”). For the purposes of this Lease, construction of the Initial Improvements shall be deemed to have “commenced” upon the commencement of actual physical work (including, without limitation, those provisions relating building demolition or site work) on the Premises or any portion thereof pursuant to insurance a demolition permit or a building permit for the construction of the Initial Improvements. Tenant shall use diligent and indemnification, saving and excepting only continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) for the obligation to pay Rental (other than any Additional Rental due Landlord by reason construction of all of Tenant's failure ’s Initial Improvements in accordance with the Design Plans (as such term is defined herein). For the purposes of this Lease, “Final Completion” of all Tenant’s Initial Improvements will be deemed to perform any have occurred upon the date of final completion, as determined by Landlord in its obligations hereunderreasonable discretion, of the Initial Improvements in accordance with the Design Plans, and shall require the issuance of a Certificate of Occupancy for the improvements. If Tenant shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its election terminate this Lease by notice to Tenant, which termination shall be effective not earlier than thirty (30) days after such notice is given to Tenant (the “Cure Period”), unless Tenant has commenced construction prior to the expiration of the Cure Period, provided Landlord has delivered such notice of termination to Tenant not later than thirty (30) days following the date by which obligation shall Tenant is required to commence when the Term commencessuch construction.

Tenant's Improvements. Prior Landlord agrees to deposit $500,000.00 into an --------------------- escrow account to be established with Landlord's lender in Wichita, Kansas, on or before thirty (30) days following execution of this Lease, which funds shall accrue interest and shall be utilized to pay the costs of constructing Tenant's leasehold improvements (which improvements may in addition to more typical leasehold improvements include, in Tenant's discretion, cabling for telephone and computer equipment, a backup generator, an uninterrupted power source, and maintaining and replacing capital items ("Capital Expenses")) and leasehold improvements for sublessees to occupy the Premises prior to November 30, 2007. If such funds are not timely deposited by Landlord, Tenant shall have the right to terminate this Lease. Landlord, Tenant and Landlord's lender shall enter into an escrow/disbursement agreement providing the mechanism for disbursement by such lender of escrowed funds hereunder. Tenant shall make permanent leasehold improvements ("Improvements") to the commencement Premises for the purposes of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all Tenant's leasehold improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such for leasehold improvements not later than ten (10) days prior to for the Grand Opening Date with respect to the exterior benefit of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter sublessees occupying the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the outlined plans and specifications for such work("Outline Specifications") to be prepared by Tenant and submitted to and approved by Landlord, (b) Tenant which approval shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies not be unreasonably withheld or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activitiesdelayed. Tenant shall maintain cause the Premises Improvements to be constructed in a clean good and orderly condition during workmanlike manner and in accordance with all governmental laws, rules and regulations in existence at the time of construction. Tenant shall from time to time provide copies of invoices, along with lien waivers, for construction service and merchandising. All trash which may accumulate materials acquired in connection with the Improvements to Landlord and Landlord's lender. Within thirty (30) days after the submittal of invoices by Tenant's construction activities , but not more frequently than once a calendar month, lender shall be deposited daily in dumpsters, provided pay to Tenant out of the escrow established by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D aggregate sum of Schedule B. All trash which may accumulate invoices received by lender in connection with Tenant's merchandising activities shall be contained within Improvements. In the Premises and deposited daily outside event the storefront total costs of the Premises. Landlord will remove such trash as more particularly described in Sections C Improvements and D of Schedule B. During such construction and merchandising periodCapital Expenses exceed $500,000, plus accrued interest thereon, Tenant shall perform all duties promptly pay the same in full; and obligations imposed in the event the total costs are less than $500,000, plus accrued interest thereon, the difference shall be returned to Landlord by this Leaselender, includingtogether with the interest thereon. During the course of construction of the Improvements, Tenant is authorized to make such changes in the Outline Specifications as may be necessary or proper in order to comply with applicable building codes, without limitationthe written consent of Landlord, those provisions relating so long as such changes do not materially, adversely affect the appearance, structure or intended use of the Improvements. Any other changes to insurance and indemnification, saving and excepting only such Outline Specifications shall require the obligation to pay Rental (other than any Additional Rental due Landlord by reason prior approval of Tenant's failure to perform any of its obligations hereunder)Landlord, which obligation consent shall commence when the Term commencesnot be unreasonably withheld or delayed.

Tenant's Improvements. Prior 10.1 Except to the commencement extent that Landlord is responsible for making improvements to the Premises pursuant to Section 35 of this Lease and subsequent to the Terminstallation of Tenant’s Work pursuant to Section 35, Tenant shall, shall make such improvements to the Premises as it may deem necessary at its sole cost and expense. Notwithstanding anything herein to the contrary, Tenant shall have the right to make non-structural alterations which do not affect the mechanical, electrical or plumbing systems of the Building without obtaining Landlord’s prior consent, provided that either (ai) promptly initiate such alterations cost less than Fifty Thousand Dollars ($50,000.00) per occurrence during the Initial Term and diligently pursue One Hundred Thousand Dollars ($100,000,00) during any of the design Renewal Term(s), or (ii) are items of all improvements and other work decoration, painting or carpeting. Landlord will notify Tenant of Landlord’s election to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than consent or withhold its consent within ten (10) days prior after receiving Tenant’s written request for consent to an alteration. If Landlord does not respond within such ten (10) day period, Landlord shall be deemed to have given consent to the Grand Opening Date with respect proposed alteration. Landlord’s consent to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's and/or approval of the Tenant’s plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, installations, additions or improvements made by either of the parties hereto upon the Premises, (b) except for Tenant’s movable office fixtures, furniture and equipment, trade fixtures, generators, uninterruptible power sources, supplemental HVAC equipment in addition to the base building systems, and other items identified by Tenant prior to the Rent Commencement Date or, after the Rent Commencement Date, as mutually agreed upon in writing, collectively, “Tenant’s Personal Property”), shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Except for Tenant’s Personal Property, Tenant shall have obtained a valid building permit for construction of its improvementsno obligation to remove any improvements to the Premises, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating the Tenant’s Work. If Tenant fails to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than remove any Additional Rental due Landlord by reason of Tenant's failure ’s Personal Property items, Landlord shall have the right, but not the obligation, to perform any remove and dispose of its obligations hereunder)such items, and restore the Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (30) days after receipt of an invoice therefore, together with interest at the Default Rate, which obligation shall commence when accrue form the Term commencesdate the costs were incurred by Landlord.

Tenant's Improvements. Prior Landlord will cause to the commencement of the Term, Tenant shallbe constructed, at its Tenant’s sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B Tenant’s Improvements, as set forth on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the PremisesEXHIBIT “H” attached hereto. Tenant Tenant’s Improvements will be permitted preliminarily designed by Tenant’s architect (BE Collaborative Architects) and must be approved by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided Opus A&E (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items as more fully set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities17.1.5 below). Tenant shall maintain will pay all of Landlord’s direct and indirect costs of causing the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall ’s Improvements to be deposited daily in dumpsters, provided installed by or Landlord (except for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront any portion of the PremisesTenant’s Improvements which will be performed by Tenant (as agreed to by Landlord) and any furniture, fixtures and equipment installed by Tenant), plus six percent (6%) of the sum of the actual cost of labor, materials and general conditions related to the Tenant’s Improvements performed by Landlord. Such costs of Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, includingmay include, without limitation, those provisions relating space planning costs, construction document preparation costs, design costs, construction drawing costs, general conditions, construction costs and all costs Landlord incurs in connection with obtaining permits for the Tenant’s Improvements. Other than any Tenant Personalty under Section 16.1, Tenant’s Improvements become the property of Landlord and a part of the Building immediately upon installation. Landlord hereby agrees to insurance competitively bid all major subcontract work for the Tenant’s Improvements performed by Landlord hereunder and indemnificationTenant, saving through Tenant’s representative, will have the opportunity to approve all components of the aggregate costs for the Tenant’s Improvements, which consent shall not be unreasonably withheld or delayed and excepting only which consent shall be deemed approved if Tenant fails to respond to the obligation same within two (2) business days. As to any Tenant’s Improvements performed by Landlord, Landlord shall not include any items solely as costs of Tenant’s Improvements if Landlord would otherwise be required to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any for exact same cost as part of its obligations hereunderLandlord’s Improvements (such as a trailer, phone service and certain utilities costs), which obligation but instead shall commence when equitably prorate the Term commencescost for the same between the Landlord’s Improvements and the Tenant’s Improvements.

Tenant's Improvements. Prior Tenant shall make such non-structural improvements to the commencement of the Term, Tenant shall, Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all decorations, installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, and then only by contractors or mechanics employed or approved by Landlord. Landlord’s prior written consent shall not be unreasonably withheld; such reasonable standard shall be based on FDA GMP (bgood manufacturing practices) promptly commence and diligently pursue industry standards for associated research and development space; provided, however, Tenant shall make no alterations or improvements to the construction and completion Premises that impair or weaken the structural integrity of the PremisesBuilding. Tenant will All such work, alterations, decorations, installations, additions or improvements shall be permitted by done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained time approve. Landlord's ’s consent to and/or approval of the Tenant’s plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, (b) design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture put in at the expense of Tenant shall have obtained a valid building permit for construction of its improvementsand other items as mutually agreed upon in writing, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere the property of Landlord and shall remain upon and be surrendered with Landlord's construction activities. Tenant shall maintain the Premises in a clean at the termination of this Lease without molestation or injury. Upon request by Landlord, Tenant, at Tenant’s expense, shall remove any and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided all special improvements to the Premises or Common Areas made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating supplemental HVAC and raised flooring. If Tenant fails to insurance remove any such items, Landlord shall have the right, but not the obligation, to remove and indemnificationdispose of such items, saving and excepting only restore the Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (30) days after receipt of an invoice therefore, together with interest at the Default Rate, which shall accrue from the date the costs were incurred by Landlord. Notwithstanding the foregoing, (a) if this Lease is terminated prior to the expiration of the First Renewal Term, Tenant shall reimburse Landlord for up to $150,000 of Landlord’s costs in restoring the specialty biotechnical alterations and improvements to the Premises and Tenant shall have no other restoration obligations, and (b) if this Lease is terminated on or after the end of the First Renewal Term, Tenant shall have no obligation to pay Rental (other than any Additional Rental due restore or to reimburse Landlord by reason for restoration of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencesPremises.

Tenant's Improvements. Prior Without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall not make any alterations to the Leased Premises that (a) impair or compromise the structural integrity of the Leased Premises, (b) reduce the overall size or the footprint of the Building, (c) reduce the overall value of the Leased Premises, or (d) that materially affect the appearance of the Leased Premises, provided, however that Tenant may, without Landlord’s consent, alter, repair, remove and install at Tenant’s sole cost and expense (i) nonstructural leasehold improvements to the interior of the Building, and (ii)the greenhouse facilities , fencing and outdoor installations as are or will be necessary for the operation of Tenant’s business (the “Permitted Improvements”) as long the Permitted Improvements are removable, not permanent in nature and do not require frost -safe footings. At least thirty (30) prior to Tenant commencing a structural alteration, Tenant shall submit to Landlord courtesy copies of a full and complete set of drawings and plans depicting the structural alteration that Tenant intends to undertake (said drawings and plans shall be reasonably detailed and, at minimum, shall be sufficient for Landlord to determine whether or not the proposed work complies with the foregoing requirements of this Section 9. Any alterations, improvements and additions in, or about the Leased Premises that Tenant desires to make and which require the consent of Landlord, shall be presented at least thirty (30) days in advance of commencing work to Landlord in written form, with proposed detailed plans and specifications. Landlord’s consent shall be automatically granted if Landlord does not respond to or comment upon Tenant’s request within thirty (30) days after Landlord’s receipt of such request, plans and specifications from Tenant. Unless expressly released by Landlord in writing, all improvements or alterations, excluding those involving Personal Property, shall be and remain, at the time of expiration or other termination of this Lease, the property of Landlord without payment or offset unless such improvements are not attached to the Leased Premises. Landlord may require that Tenant remove any or all alterations, improvements or additions made by Tenant to the Leased Premises at the expiration of the Term and restore the Leased Premises to its prior condition, provided however, that or any improvements or alterations which require Landlord consent, Landlord shall inform Tenant, at the time of approval of the alterations or improvements, whether such alterations or improvements will need to be removed at the expiration of the Term. If Landlord shall consent to the alterations, improvements and additions or approve of the drawings and specifications therefor, as the case may be, the consent or approval shall be deemed conditioned upon Tenant acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy thereof to Landlord prior to the commencement of the Term, work and the compliance by Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all conditions of said permit in a prompt and expeditious manner. No alterations, improvements or other construction by Tenant shall violate any lawful rule or regulation, plat or zoning construction or other law, ordinance or regulation applicable thereto, and other work to all alterations and improvements shall be done and performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete good and workmanlike manner, using new and first quality materials. All costs of any such improvements shall be paid by Tenant and Tenant shall allow no liens for labor or materials to attach to the Leased Premises by virtue thereof. Tenant shall give Landlord not later less than ten (10) days days’ notice prior to the Grand Opening Date with respect to commencement of any work in, on or about the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Leased Premises, and (b) promptly commence and diligently pursue Landlord shall have the construction and right to post notices of non-responsibility in or on the Leased Premises as provided by law. Upon completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for any such work, (b) Tenant shall have obtained submit to Landlord as-built plans of the improvements and alterations made (if applicable), a valid building permit for sworn construction of its improvementsstatement, (c) Tenant shall have deposited with Landlord the policies lien waivers from all persons or certificates of insurance required in Sections 13.3. and 13.4.entities providing materials, and (d) Landlord shall have received full payment from Tenant services or equipment for the Opening Contribution work completed and for those items set forth an endorsement to Landlord’s policy of title insurance confirming the absence of any liens or other matters of record related to the work performed. To the extent that any alterations, improvements or additions result in Section D the removal from the Building of Schedule B. Tenant's activities any building components having salvage value and such components have not been replaced with components having equal or greater value, such salvage value shall be conducted so as not paid to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior A. Construction of the Tenant Improvements. Tenant shall, at --------------------------------------- least 45 days prior to the commencement date Tenant expects to begin construction, provide to Landlord, for Landlord's written approval, which shall not be unreasonably withheld or delayed, plans and specifications or detailed schematics, as may be necessary to commence and complete any portion of the TermTenant Improvements to be made to the exterior of the Premises Building and showing the proposed Tenant Improvements to the interior of the Premises Building such plans and specifications or schematics to be sufficiently detailed so that Landlord can assess the nature and quality of the Tenant Improvements (the "Plans"). Landlord shall, within 5 business days of receipt of the Plans, notify Tenant shallin writing of its approval or disapproval. In the event that Landlord disapproves of any aspect of the Plans, it shall provide Tenant with a statement of such objections. Tenant shall have 14 days to submit revised Plans. Landlord's failure to timely provide a written response to the Plans shall be deemed an approval of same. Tenant shall obtain, and maintain in good standing, all necessary site plan improvements and approvals, building permits, and other governmental authority approvals and permits required to commence and complete all of the Tenant Improvements, and shall send copies of such, specifically of any late changes to plans to Landlord for approval, as soon as practicable, prior to commencing work on the Premises and/or Premises Building. Upon the occurrence of an Event of Default, any and all plans, and any modifications thereto and all approvals, permits and other governmental authority approvals and permits required to complete the Tenant Improvements, shall immediately become and sole and exclusive property of Landlord. Tenant, promptly after Landlord's and governmental approval of the final Plans, shall undertake and complete, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior construction of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the PremisesTenant Improvements. Tenant agrees that it shall not, and (b) promptly commence and diligently pursue in the construction and completion of the PremisesTenant Improvements, (i) create a nuisance, (ii) conduct construction activities or store machinery or equipment in such a way as to either reduce parking at Suniland Center by more than ten spaces or interfere with vehicular and/or pedestrian ingress and egress to Suniland Center; or (iii) interfere with the normal day-to-day operations of Suniland Center or the uses by other tenants of their respective premises at Suniland Center. Tenant will be permitted by Landlord to enter further agrees it shall commence and complete the Premises construction of the Tenant Improvements expeditiously and in a good and workmanlike fashion, employing licensed Florida contractors, and otherwise in accordance with Schedule B for all laws, regulations and legal requirements applicable to such construction, including but not limited to the purpose Americans With Disabilities Act of performing its obligations under Schedule B 1990 and for the purpose all amendments and modifications thereto. Prior to commencement of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodconstruction, Tenant shall perform all duties obtain and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason post a notice of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencescommencement substantially in compliance with Florida Statutes 713.

Tenant's Improvements. Prior Landlord will cause to the commencement of the Term, Tenant shallbe constructed, at its Tenant’s sole cost and expense, (a) promptly initiate all the Tenant’s Improvements, subject to obtaining all requisite permits and diligently pursue consents. Landlord shall construct the design Tenant’s Improvements in substantial accordance with the Final Plans and in a good and workmanlike manner in compliance with all applicable building codes in effect at the time of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior issuance of the Premises and not later than seven (7) days prior to building permit for the Grand Opening Date with respect to Tenant’s Improvements as interpreted by the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premisesrelevant governmental authority. The Tenant’s Improvements will be designed as described in this Section 18.1. Tenant will pay all of Landlord’s direct costs of causing the Tenant’s Improvements to be permitted by designed and installed, plus four percent (4%) of the sum of all such direct costs for Landlord’s overhead and profit. Such costs of Landlord to enter the Premises may include, without limitation, space planning costs, construction document preparation costs, design costs, construction drawing costs, general conditions, construction costs and all costs Landlord incurs in accordance connection with Schedule B obtaining permits for the purpose Tenant’s Improvements. The Tenant’s Improvements become the property of performing its obligations under Schedule B Landlord and for a part of the purpose of installing its fixtures Building immediately upon installation. Landlord and other equipment, provided (a) Tenant shall have obtained Landlord's in good faith review and approve (or disapprove), process and perform any obligation pursuant to this Lease concerning approval of the plans Space Plan, the Final Plans, the bid list and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.Qualified Bids, and (d) Landlord shall have received full payment from Tenant for any other matters concerning the Opening Contribution Tenant’s Improvements with all due diligence and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, reasonable speed including, without limitation, those provisions relating to insurance approvals, reviews, change orders, bids, value engineering, and indemnificationinspections, saving and excepting only with the obligation to pay Rental (other than any Additional Rental due Landlord by reason objective of facilitating the construction of the Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences’s Improvements as quickly as reasonably possible.

Tenant's Improvements. Prior to In the commencement of event any construction modifications are requested by Tenant and approved by Landlord, Landlord and Tenant shall jointly develop a mutually acceptable space plan and finishing schedule for the TermLeased Premises that is consistent throughout the Leased Premises, Tenant shallis consistent with Building Standards, at its sole cost and expense, meets Tenant's requirements (a) promptly initiate and diligently pursue the design of all improvements and other work to "Space Design"). The Space Design shall be performed provided by it pursuant to Schedule B on a schedule which in the Landlord's reasonable judgment will permit Architect and the cost shall be included in the Tenant to complete such improvements not later than ten (10) days prior to Improvement Allowance, if any remains available at the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and time. Upon completion of the Premises. Tenant will Space Design, an architectural firm shall be permitted selected by Landlord ("Landlord's Architect") from those listed on Exhibit C, attached hereto and incorporated herein, to enter prepare the complete construction documents (the "Tenant Improvement Plans"). The Tenant Improvement Plans shall fully describe all leasehold improvements required in connection with the build out of the Leased Premises (the "Tenant's Improvements") and shall include all required construction drawings, construction documents and specifications, finishing schedules, structural designs and plans, mechanical designs and plans, electrical designs and plans, plumbing designs and plans, and any other documents or items necessary in connection with obtaining bids for the Tenant Improvement Plans and in connection with obtaining building permits for the Tenant Improvement Plans and occupancy certificates or use permits for the Leased Premises, with the exception of any details, specifications, and/or designs of trade specific equipment that Landlord's Architect can not reasonably include in the Tenant Improvement Plans. Landlord shall contract with Landlord's Architect in connection with the preparation and submission of the Tenant Improvement Plans. Upon completion thereof and the approval of Tenant, the Space Design and the Tenant Improvement Plans shall be attached hereto as Exhibit D-1 and D-2, each hereby being incorporated herein. All Tenant Improvements shall be strictly in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained all Landlord's specifications for interior building finishes, (the Building Interior Finish Specifications), attached hereto as Exhibit E, and incorporated herein, unless otherwise approved by Landlord, such approval not to be unreasonably withheld provided the change does not alter the character or quality of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3Building. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution right, but not the obligation, to contract with the Project General Contractor and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so any other party as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate required in connection with the construction of the Tenant's construction activities Improvements and all costs thereof (not to exceed the amount of the Tenant Improvement Allowance) shall be deposited daily in dumpsters, provided paid by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities charged to (and shall be contained within considered a part of) the Premises and deposited daily outside Tenant Improvement Allowance, if any remains available at the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencestime.

Tenant's Improvements. Prior Landlord shall deliver possession of the Demised Premises to Tenant on or before the Projected Turnover Date. The date Landlord actually tenders possession of the Premises to Tenant is herein referred to as the “Turnover Date”. Subject to the commencement provisions of the TermSection 25.2 below, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other perform such work to as may be performed necessary or desired by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior improve the Demised Premises for occupancy, all subject to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose provisions of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, the provisions of Article 8 hereof. All work referred to in this subparagraph, which work is to be constructed within a period following the Turnover Date and prior to the Commencement Date, is hereinafter referred to as “Tenant’s Work”. Tenant shall have the right to retain its own general contractor for construction of the Tenant’s Work, which general contractor shall be subject to Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed as provided in Article 8 hereof). Without limitation of the foregoing, the parties agree that those general contractors listed on Exhibit E hereto shall be deemed acceptable to Landlord for purposes of this Section 25.1. Without limitation of the requirement of Article 8 hereof that plans and specifications shall be subject to Landlord’s approval, Tenant shall submit full and detailed architectural and engineering plans and specifications to Landlord for Landlord’s approval prior to the commencement of Tenant’s Work (which approval shall not be unreasonably withheld, conditioned or delayed, as provided in Article 8). In the event Tenant elects to employ an engineer designated by Landlord in the preparation of any portion of the plans, or for the performance of any portion of Tenant’s Work, Tenant shall employ and be responsible for all fees of said engineer in preparing the plans or portion thereof and for any portion of Tenant’s Work performed by said engineer. In the event Tenant has elected not to employ Landlord’s designated engineer in the preparation of the plans, Landlord reserves the right to have the plans reviewed by Landlord’s designated engineer (limited to structural, MEP and life/fire safety engineering review), and Tenant shall pay or reimburse Landlord, within thirty (30) days following Landlord’s demand, for the actual out-of-pocket cost and expense incurred by Landlord relative to such engineering review (the “Engineer Review Costs”). Landlord’s approval shall be required of engineering plans and specifications, whether prepared by Landlord’s designated engineer or another engineer. Landlord shall not charge Tenant any supervisory or coordination fee in connection with the Tenant’s Work; and except for payment of Engineer Review Costs, if applicable, as provided above, Landlord shall not be entitled to payment of any other “Out-of-Pocket Costs” (as defined in Section 8.2 above) in connection with the Tenant’s Work, notwithstanding the terms of Article 8 to the contrary. Tenant shall not permit noise from construction of Tenant’s Work to unreasonably or materially disturb other tenants in the Building. Tenant’s Work which does so disturb other tenants shall be performed after regular working hours. Any entry upon the Demised Premises by Tenant or its representatives prior to the Commencement Date hereof in order to perform Tenant’s Work hereunder shall be subject to all of the terms and provisions relating to insurance and indemnificationof this Lease, saving and excepting only the obligation except that Tenant shall not be obligated to pay Rental (other than Fixed Rent or Tenant’s Expense Charge for any Additional Rental due such period prior to said Commencement Date. In addition, during normal construction hours for the duration of the phased construction of the Tenant’s Work, fixturing and move-in period, Tenant shall be allowed to use, at no cost to Tenant, the freight elevator in the Building for the purposes of moving materials, equipment and personnel to the Demised Premises. Landlord by reason of shall use all reasonable efforts to make the freight elevator available to Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencesTenant’s general contractor and Tenant’s sub-contractors on a non-exclusive basis during normal business hours.

Tenant's Improvements. Prior to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate perform the Initial Improvements described in and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose RFP Response and that certain Agreement by and between Landlord and Tenant dated (the “Agreement”), a description of performing its obligations under Schedule B and for such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the purpose of installing its fixtures and other equipmentInitial Improvements in accordance with the schedule attached hereto as Exhibit C, provided (a) Tenant shall have obtained Landlord's approval as the same may be amended by a mutual agreement of the plans and specifications for parties (the “Development Milestones”). Subject to delays due to Force Majeure (as such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodterm is defined herein), Tenant shall perform all duties commence construction of the Initial Improvements on or before [ ], and obligations imposed by diligently and continuously prosecute such improvements to Final Completion, which shall in no event occur later than [ ] (the “Outside Completion Date”). For the purposes of this Lease, construction of the Initial Improvements shall be deemed to have “commenced” upon the commencement of actual physical work (including, without limitation, those provisions relating building demolition or site work) on the Premises or any portion thereof pursuant to insurance a demolition permit or a building permit for the construction of the Initial Improvements. Tenant shall use diligent and indemnification, saving and excepting only continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) for the obligation to pay Rental (other than any Additional Rental due Landlord by reason construction of all of Tenant's failure ’s Initial Improvements in accordance with the Design Plans (as such term is defined herein). For the purposes of this Lease, “Final Completion” of all Tenant’s Initial Improvements will be deemed to perform any have occurred upon the date of final completion, as determined by Landlord in its obligations hereunderreasonable discretion, of the Initial Improvements in accordance with the Design Plans, and shall require the issuance of a Certificate of Occupancy for the improvements. If Tenant shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its election terminate this Lease by notice to Tenant, which termination shall be effective not earlier than thirty (30) days after such notice is given to Tenant (the “Cure Period”), unless Xxxxxx has commenced construction prior to the expiration of the Cure Period, provided Landlord has delivered such notice of termination to Tenant not later than thirty (30) days following the date by which obligation shall Tenant is required to commence when the Term commencessuch construction.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is providing the Allowance pursuant to Section 35 of the Termthis Lease, Tenant shall, shall make such improvements to the Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all decorations, installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, including but not limited to, the Tenant Improvements (as defined herein), the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, and (b) promptly commence and diligently pursue then only by contractors or mechanics employed or approved by Landlord, which approval shall not be unreasonable withheld or delayed. Notwithstanding the construction and completion of the Premises. foregoing, Tenant will shall be permitted by Landlord to enter make decorative or non-structural alterations within the Premises costing less than $50,000 without the necessity of Landlord’s prior consent, but in accordance with Schedule B all other terms and conditions of this Section 10 and only upon prior written notice to Landlord thereof. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant’s sole expense, other than the Allowance which shall be provided by Landlord for the purpose of performing its obligations under Schedule B Tenant Improvements, and for the purpose of installing its fixtures at such times and other equipment, provided (a) Tenant shall have obtained in such manner as Landlord may from time to time designate. Landlord's ’s consent to and/or approval of the Tenant’s plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, (b) design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture put in at the expense of Tenant shall have obtained a valid building permit for construction of its improvementsand other items as mutually agreed upon in writing, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere the property of Landlord and shall remain upon and be surrendered with Landlord's construction activities. Tenant shall maintain the Premises in a clean at the termination of this Lease without molestation or injury. Upon request by Landlord, such request given at the time Landlord provides consent under this Section 10, Tenant, at Tenant’s expense, shall remove any and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided all special improvements to the Premises or Common Areas made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating supplemental HVAC and raised flooring. If Tenant fails to insurance remove any such items, Landlord shall have the right, but not the obligation, to remove and indemnificationdispose of such items, saving and excepting only restore the obligation Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (30) days after receipt of an invoice therefore, together with interest at the Default Rate, which shall accrue from the date the costs were incurred by Landlord. Notwithstanding the foregoing, Tenant shall have the right to pay Rental remove all trade fixtures, if owned by Tenant, at the termination of this Lease, provided Tenant repairs any damage caused by such removal and returns the Premises in the condition required by Section 11.4 of this Lease. The parties acknowledge that DB will leave certain property in the Premises at the expiration of the DB Sublease, including the existing furniture, raised flooring, wiring, emergency generator and corresponding underground fuel storage tank and a vault (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunderthe “DB Property”), which obligation all as more particularly shown on Exhibit “C,” attached hereto and made a part hereof. The DB Property may be used by Tenant during the Term, at no cost to Tenant, but shall commence when be the Term commencesproperty of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Landlord makes no representations or warranties as to the condition of the DB Property.

Tenant's Improvements. Prior Tenant, at its option, may make such non-structural improvements to the commencement of the Term, Tenant shallPremises as it may deem necessary from time to time, at its sole cost and expense, without Landlord’s consent (abut subject to all other obligations set forth in this Section 10) and costing less than $25,000 in the aggregate. Tenant shall not make any alterations, installations, additions or improvements to the Premises in excess of $50,000 or affecting the structural components of the Building, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which consent will not be unreasonably withheld, and then only be contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. All such work, alterations, installations, additions or improvements shall be done at Tenant’s sole expense, and at such times and in such manner as Landlord may from time to time designate, if at any point during the Term, Tenant is not the sole occupant of the Building. Landlord’s consent to and/or approval of Tenant’s plans and specifications for the aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Tenant shall promptly initiate pay for the costs associated with any such alterations or additions, and diligently pursue shall protect, defend, indemnify and hold harmless Landlord and the design Property from and against any and all liens, costs, damages and expenses incurred by Landlord in connection therewith, including any reasonable attorneys fees incurred by Landlord, if Landlord shall be joined in any action or proceeding involving such improvements. Landlord may, at its option, pay sums due in order to release such liens, in which event any such sums paid by Landlord shall be due to Landlord by Tenant, as Additional Rent, upon demand. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing such work have in full force and effect adequate workmen’s compensation insurance as required by the laws of the State of Colorado, public liability and builders risk insurance in such amounts and according to terms reasonably satisfactory to Landlord. Landlord shall at all improvements times have the right to post or keep posted on the Premises, or in the immediate vicinity thereof, any notices of non-responsibility for any construction, alteration or repair of the Premises by Tenant, and other work Tenant hereby agrees to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than give Landlord at least ten (10) business days prior notice of Tenant’s plans to the Grand Opening Date with respect commence such work so as to the exterior enable Landlord an opportunity to post such notices. All alterations, installations, additions or improvements made by either of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of parties hereto upon the Premises, except movable office furniture and any trade fixtures of Tenant as set forth on Exhibit “G” attached hereto and made a part hereof (b) promptly commence and diligently pursue all of which will be removed by Tenant at the construction and completion expiration of the Premises. Lease Term) put in at the expense of Tenant will or Landlord and other items as mutually agreed upon in writing, shall be permitted by the property of Landlord to enter and shall remain upon and be surrendered with the Premises in accordance with Schedule B at the termination of this Lease without molestation or injury. Upon request by Landlord, such request to be made at the time Tenant requests consent for the purpose of performing its obligations applicable improvement under Schedule B this Section 10, Tenant, at Tenant’s expense, shall remove any and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not all special improvements to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided or Common Areas made by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D on behalf of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating supplemental HVAC and raised flooring. If Tenant fails to insurance remove any such items, Landlord shall have the right, but not the obligation, to remove and indemnificationdispose of such items, saving and excepting only restore the obligation to pay Rental Premises accordingly and Tenant shall reimburse Landlord for the costs of such removal, disposal and restoration within thirty (other than any Additional Rental due Landlord by reason 30) days after receipt of Tenant's failure to perform any of its obligations hereunder)an invoice therefore, together with interest at the Default Rate, which obligation shall commence when accrue from the Term commencesdate the costs were incurred by Landlord. Notwithstanding the foregoing, Landlord reserves the right to withdraw a request to remove improvements and to request that such improvements remain upon and be surrendered with the Premises.

Tenant's Improvements. Prior Tenant shall make such non-structural improvements to the commencement of the Term, Tenant shall, Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all decorations, installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue including but not limited to, the construction and completion installation of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other any fixtures, amenities, equipment, provided (a) Tenant appliances, or other apparatus, without Landlord’s prior written consent, and then only by contractors or mechanics employed or approved by Landlord. All such work, alterations, decorations, installations, additions or improvements shall have obtained be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time designate. Landlord's ’s consent to and/or approval of the Tenant’s plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture put in at the expense of Tenant and other items as mutually agreed upon in writing, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Upon request by Landlord, Tenant, at Tenant’s expense, shall remove from the Premises upon the termination of this Lease, (bi) the walls and doors of the security storage room in the Premises and repair any damage caused by such removal by Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. such walls and 13.4.doors, and (dii) any and all special improvements made by Tenant in the Premises after the date of this Lease if Landlord notified Tenant in writing at the time of the approval by Landlord of such special improvements that Tenant would be required to remove such special improvements from the Premises upon the termination of this Lease. Tenant shall repair any damage caused by Tenant vacating the Premises. Except as provided in the two immediately preceding sentences, Tenant shall not be liable for any costs associated with any restoration of the Premises to the condition in which it existed at any other time. If Tenant fails to remove any such items, Landlord shall have received full payment from the right, but not the obligation, to remove and dispose of such items, and restore the Premises accordingly and Tenant shall reimburse Landlord for the Opening Contribution actual costs paid by Landlord for such removal, disposal and for those items set forth in Section D restoration within thirty (30) days after receipt of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere an invoice therefore, together with Landlord's construction activities. Tenant shall maintain interest at the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder)Default Rate, which obligation shall commence when accrue from the Term commencesdate the costs were actually paid by Landlord.

Tenant's Improvements. Prior Subject to the commencement terms of any Underlying Mortgage (as defined in Section 34 hereof), any structural alterations or improvements or any non- structural improvements or alterations costing more than Three Hundred Thousand and No/100 Dollars ($300,000.00) shall require Landlord's consent, which consent shall not be unreasonably withheld. Landlord's consent shall be automatically granted if Landlord does not respond to Tenant's request within thirty (30) days after notice and submission of 'preliminary plans and specifications from Tenant. Subject to the preceding sentence and the terms of any Underlying Mortgage, during the full Term of this Lease, Tenant shall have the right, at any time during the Term, Tenant shalland from time to time, at its sole own cost and expensesole expense and liability to place or install within the Leased Premises, (a) promptly initiate such nonstructural leasehold improvements as it shall desire. Unless expressly released by Landlord in writing, all such improvements shall be and diligently pursue remain, at the design time of expiration or other termination of this Lease, the property of Landlord without payment or offset unless such improvements are not attached to the Premises. NO such installation or construction by Tenant shall violate any lawful rule or regulation, plat or zoning construction or other law, ordinance or regulation applicable thereto, and all alterations and improvements shall be done and performed in good and workmanlike manner. All costs of any such improvements shall be paid by. Tenant and Tenant shall allow no liens for labor or materials toattach to the Leased Premises by virtue thereof. Tenant shall submit drawings an& specifications of all alterations and improvements to Landlord costing more than One Hundred Thousand and other work to be performed by it pursuant to Schedule B on a schedule which in No/100 Dollars ($100,000.00) for Landlord's reasonable judgment will permit approval at least thirty (30) days prior to commencement of work, which approval shall not be unreasonably withheld. Landlord's approval of the same shall be automatically granted if Landlord does not comment on the same within said-thirty (30) day period. Tenant to complete such improvements shall give Landlord not later less than ten (10) days notice prior to , the commencement of any work in, on or about the Leased Premises and Landlord shall have the right to post notices of non-responsibility in or on the Leased Premises as provided by law. Landlord may require that Tenant remove any or all alterations, improvements or additions made by Tenant to the Leased Premises at the expiration of the Term and restore the Leased Premises to its prior condition. Any alterations, improvements and additions in, or about the Leased Premises that Tenant desires to make, or which require the consent of Landlord or which require approval by Landlord of the drawings or specifications therefor, shall be presented to Landlord in written form, with proposed detailed plans. If Landlord shall consent to the alterations, improvements and additions or approve of the drawings and specifications, as the case may be, the consent or approval shall be deemed conditioned upon Tenant acquiring a permit to do so from appropriate governmental agencies, the furnishing of a. copy thereof to Landlord prior to the Grand Opening Date with respect to the exterior commencement of the Premises work and not later than seven (7) days prior to the Grand Opening Date with respect to the interior compliance by Tenant of the Premises, all conditions of said permit in a prompt and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activitiesexpeditious manner. Tenant shall maintain pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at, or for use in the Leased Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Leased Premises or any interest therein. To the extent that any alterations, improvements or additions result in the removal from the Building of any building components having salvage value and such components have not been replaced with components having equal or greater value, such salvage value shall paid to Landlord. Any and all alterations, improvements or additions to the Building shall be performed in a clean good and orderly condition during construction safe workmanlike manner; shall have all necessary approvals, permits and merchandisinglicenses required by any governing body; and Tenant. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpstershold Landlord harmless from any and all costs, provided expenses, attorney fees, fines, penalties, judgments, or other sums resulting out of any such alterations, improvements or additions by way of citations for codes violations or for Landlord in other violations of regulations or laws governing the Shopping Center Area as more particularly described in Sections C Building and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Leased Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. Prior Tenant shall have the right to make such non-structural improvements to the commencement of the Term, Tenant shall, Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, including but not limited to the installation of any fixtures, the cost of which exceeds the greater of (1) Five Dollars ($5.00) per square foot of the area being altered and (b2) promptly commence $125,000 per calendar year (increased by three and diligently pursue the construction one-half percent (3.5%) each Lease Year), without Landlord’s prior written consent (such consent not to be unreasonably conditioned, delayed or withheld), and completion of the Premises. Tenant will be permitted then only by contractors or mechanics employed or reasonably approved by Landlord and provided that Landlord is given plans and CADD drawings for such alterations. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to enter the Premises in accordance with Schedule B time reasonably designate. Landlord agrees to respond to Tenant’s written request for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of the plans and specifications for any such workalterations requiring Landlord’s approval within ten (10) days after delivery of the same. Landlord’s response for Tenant’s request for approval of the plans and specifications shall be in writing and, (b) Tenant if Landlord withholds its consent to any such alterations described in any such plans and specifications, Landlord shall have obtained a valid building permit specify the basis for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.such disapproval, and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove use reasonable efforts to include (but in no event shall Landlord be obligated to provide) changes to Tenant’s plans and specifications which would be required to obtain Landlord’s approval. If Landlord fails to approve or disapprove the plans and specifications submitted by Tenant within such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising ten (10) day period, Tenant shall perform all duties provide Landlord with a second written request for approval (a “Follow-Up Request”) that specifically identifies the applicable plans and obligations imposed specifications and contains the following statement in bold and capital letters: “THIS IS A FOLLOW-UP REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 10 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN, AND TENANT MAY, SUBJECT TO THE PROVISIONS OF THE LEASE, COMMENCE THE ALTERATIONS DESCRIBED IN THE PLANS.” If Landlord fails to respond to such Follow-Up Request within five (5) Business Days after receipt by Landlord of the Follow-Up Request, the plans and specifications in question shall be deemed approved by Landlord, and Tenant may, subject to the other terms of this Lease, includingcommence such alterations described therein. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans and specifications, without limitationTenant may revise Tenant’s plans and specifications and resubmit such plans and specifications to Landlord; in such event, those provisions relating the scope of Landlord’s review of such plans and specifications shall be limited to insurance and indemnification, saving and excepting only Tenant’s correction of the obligation items in which Landlord had previously objected in writing. Landlord’s consent to pay Rental (other than any Additional Rental due Landlord by reason and/or approval of Tenant's failure ’s plans and specifications for the aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Premises, except movable office furniture put in at the expense of Tenant and other items as mutually agreed upon in writing, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. If Tenant fails to perform remove any such furniture or other personal property, Landlord shall have the right, but not the obligation, to remove and dispose of its obligations hereunder)such items, which obligation and restore the Premises accordingly and Tenant shall commence when reimburse Landlord for the Term commencescosts of such removal, disposal and restoration within thirty (30) days after receipt of an invoice therefore, together with interest at the Default Rate if not paid within said 30 day period.

Tenant's Improvements. Prior Except to the commencement extent that Landlord is responsible for making improvements to the Premises pursuant to Section 35 of the Termthis Lease, Tenant shall, shall make such improvements to the Premises as it may deem necessary at its sole cost and expense. Tenant shall not make any alterations, (a) promptly initiate and diligently pursue the design of all decorations, installations, additions or improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue including but not limited to, the construction and completion installation of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other any permanent fixtures, amenities, equipment, provided (a) appliances, or other apparatus, without Landlord's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, and then only by contractors or mechanics employed or approved by Landlord, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have obtained the right to make non-structural, cosmetic improvements in the Premises which cost less than $120,000 in any single instance, without obtaining Landlord's prior written consent, provided that Tenant notifies Landlord in advance of making such improvements. All such work, alterations, decorations, installations, additions or improvements shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate. Landlord's consent to and/or approval of the Tenant's plans and specifications for such workthe aforesaid improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations, decorations, installations, additions or improvements made by either of the parties hereto upon the Property and the Premises, except movable office furniture put in at the expense of Tenant, Tenant's Personalty (b) as defined below), trade fixtures, equipment, including hardware and systems and other components which may be removed without an adverse effect on Tenant's lease obligations and other items as mutually agreed upon in writing, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the termination of this Lease without molestation or injury. Notwithstanding anything herein to the contrary, Landlord agrees that Tenant shall have obtained a valid building permit for construction may alter and rearrange the non-structural portions of the Premises from time to time as may, in the reasonable opinion of Tenant, be necessary or convenient to the conduct of its improvementsbusiness. It is expressly agreed that Tenant may securely attach to the Premises, with screws or otherwise, such trade fixtures, equipment or other personal property (ccollectively, "Tenant's Personalty") Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant as may be convenient for the Opening Contribution conduct of its business, including, but not limited to, desks, counters, cabinetry, movable partitions, shelving, computer, photocopy and for those items set forth in Section D of Schedule B. word processing equipment, lighting fixtures, safes, uninterrupted power source equipment, cabling, generator, raised flooring, cable trays, movable millwork and appliances. Tenant's activities Personalty shall remain the property of Tenant and, shall be conducted so as not to unreasonably interfere with Landlord's construction activities. removed by Tenant shall maintain at, or prior to, the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront expiration of the Premises. Landlord will remove such trash as more particularly described Term of the Lease, in Sections C and D accordance with the provisions of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, includingprovided that Tenant restores the Premises to substantially the same condition as existed immediately prior to the installation of the Personalty, without limitationordinary wear and tear excepted. Notwithstanding the immediately preceding sentence, those provisions relating to insurance upon request by Landlord at the time of approving the plans and indemnificationspecifications, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant, at Tenant's failure to perform any expense, shall remove supplemental HVAC and raised flooring upon the termination of its obligations hereunder), which obligation shall commence when the Term commencesLease.

Tenant's Improvements. Prior As to any Improvements (as hereinafter defined), Tenant and Tenant’s contractors shall abide by Landlord’s “Contractor Rules and Regulations” attached hereto as EXHIBIT E and any modifications therein by Landlord. Landlord agrees to provide Tenant an improvement allowance in the amount of One Hundred One Thousand Three Hundred Fifty-Five and No/100 Dollars ($101,355.00) (the “Allowance”). Landlord shall make disbursements of the Allowance directly to Tenant’s Contractors upon presentation of invoices for completed work. Landlord shall have the right to require mechanics lien waivers from Tenant’s Contractors prior to distribution of the Allowance. Notwithstanding the foregoing, Tenant shall not make or permit anyone to make any alterations, decorations, additions, or improvements (hereinafter referred to collectively as “Improvements”), structural or otherwise, in or to the commencement Premises or the Building without the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned, or delayed. When granting its consent, Landlord may impose reasonable conditions, including without limitation, the approval of plans and specifications, approval of the Termcontractor or other persons to perform the work, and the obtaining of a performance bond in an amount specified by Landlord and specified insurance. All Improvements permitted by Landlord must conform to all rules and regulations established from time to time by the Board of Fire Underwriters having jurisdiction or any similar body exercising similar functions, and to all laws, regulations, and requirements of the Federal and/or District of Columbia governments. As a condition precedent to such written consent of Landlord, Tenant shallagrees to obtain and deliver to Landlord written, unconditional waivers of mechanic’s and materialmen’s liens against the Building and the Land upon which it is situated from all work, labor, and services to be performed and materials to be furnished in connection with Improvements to the Premises. If, notwithstanding the foregoing, any mechanic’s or materialmen’s lien is filed against the Premises, Tenant’s interest therein, the Building, and/or the Land upon which it is situated for work claimed to have been done for, or materials claimed to have been furnished to, the Premises or to Tenant, such lien shall be discharged by Tenant within five (5) days after notice, at its Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond. If Tenant shall fail to discharge any such mechanic’s or materialmen’s lien, Landlord may, at its sole option, discharge such lien and treat the cost thereof (aincluding attorneys’ fees incurred in connection therewith) promptly initiate as additional rent payable with the next fixed monthly rent payment falling due. It is expressly agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging such lien. It is further understood and diligently pursue the design of all improvements and other work agreed that any alterations, decorations, additions, or Improvements to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, other than those made by Landlord directly, shall be conducted on behalf of Tenant and (b) promptly commence not on behalf of Landlord, and diligently pursue that Tenant shall not be deemed to be the construction agent of Landlord. It is further understood and completion agreed that in the event Landlord shall give its written consent to the making of any Improvements to the Premises. Tenant will , such written consent shall not be permitted deemed to be an agreement or consent by Landlord to enter subject its interest in the Premises Premises, any leasehold or other interest of Tenant in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for Premises, the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained Landlord's approval of Building or the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies Land upon which it is situated to any mechanic’s or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash materialmen’s liens which may accumulate be filed in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencestherewith.

Tenant's Improvements. Not later than the Submission Date, Tenant shall provide Landlord with its initial Tenant's Plans. Landlord shall promptly review the initial Tenant's Plans and any revisions thereof and shall notify Tenant of any required changes. lfTenant fails to submit its initial Tenant's Plans by the Submission Date or fails to submit any revised Tenant's Plans by the dates reasonably required by Landlord or if Landlord determines that the Tenant's Plans are so inconsistent with the use of the Premises or the Property as to not permit approval by Xxxxxxxx, then, in any of such events, if such failure continues for more than ten (10) days after written notice from Landlord, Landlord may declare an Event of Default. In addition, the Premises will be deemed delivered to Tenant on a date indicated in a notice from Landlord to Tenant; provided, however, such delivery shall not relieve Tenant of its obligation to submit Tenant's Plans to Landlord and/or obtain Landlord's approval of Xxxxxx's Plans. No deviation from the final Tenant's Plans approved by Landlord shall be made by Tenant without Landlord's prior written consent. Approval of Tenant's Plans by Landlord shall not constitute the assumption of any responsibility by Landlord or Landlord's architect for their accuracy, efficiency, sufficiency or compliance with any Legal Requirements, and Tenant shall be solely responsible for such items. Prior to the commencement of the TermCommencement Date, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design complete all of all improvements and other work Tenant Work. Subject to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date written approval and prior coordination with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the PremisesLandlord, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B Tenant Work and for the purpose of installing its fixtures and other equipment, provided Tenant shall have (a) Tenant shall have obtained Landlord's written approval of the plans Tenant's Plans; and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the all policies or certificates of insurance required in Sections 13.3by this Lease. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities Work shall be conducted so as not to unreasonably interfere with Landlord's construction activities. activities or with the activities and operations of other tenants and occupants of the Property, and Tenant shall maintain otherwise comply, at its expense, with all other obligations of Tenant under the Premises in a clean Tenant Work exhibit and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all other duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.

Tenant's Improvements. 7.1. --------------------------- Prior to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all leasehold improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such leasehold improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (ai) Tenant shall have obtained Landlord's approval of the plans and specifications for such work, (bii) Tenant shall have obtained a valid building permit for construction of its leasehold improvements, (ciii) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., Article XIII and (div) Landlord shall have received full payment from Tenant for the Grand Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction and merchandising activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commences.. Landlord's work is limited to that work specified in Schedule B and Tenant shall be required to make all leasehold improvements to the Premises in accordance with Tenant's approved plans, except those which Landlord is specifically required to make under Schedule B.

Tenant's Improvements. Prior to Promptly upon execution of this Lease, Landlord and Tenant shall jointly develop a mutually acceptable space plan and finishing schedule for the commencement of Leased Premises that is consistent throughout the TermLeased Premises, Tenant shallis consistent with Building Standards, at its sole cost and expense, meets Tenant's requirements (a) promptly initiate and diligently pursue the design of all improvements and other work to "Space Design"). The Space Design shall be performed provided by it pursuant to Schedule B on a schedule which in the Landlord's reasonable judgment will permit Architect and the cost shall be included in the Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and Improvement Allowance. Upon completion of the Premises. Tenant will Space Design, an architectural firm shall be permitted selected by Landlord ("Landlord's Architect") from those listed on Exhibit C, attached hereto and incorporated herein, to enter prepare the complete construction documents (the "Tenant Improvement Plans"). The Tenant Improvement Plans shall fully describe all leasehold improvements required in connection with the build out of the Leased Premises (the "Tenant's Improvements") and shall include all required construction drawings, construction documents and specifications, finishing schedules, structural designs and plans, mechanical designs and plans, electrical designs and plans, plumbing designs and plans, and any other documents or items necessary in connection with obtaining bids for the Tenant Improvement Plans and in connection with obtaining building permits for the Tenant Improvement Plans and occupancy certificates or use permits for the Leased Premises, with the exception of any details, specifications, and/or designs of trade specific equipment that Landlord's Architect can not reasonably include in the Tenant Improvement Plans. Landlord shall contract with Landlord's Architect in connection with the preparation and submission of the Tenant Improvement Plans. Upon completion thereof and the approval of Tenant, the Space Design and the Tenant Improvement Plans shall be attached hereto as Exhibit D-1 and D-2, each hereby being incorporated herein. All Tenant Improvements shall be strictly in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained all Landlord's specifications for interior building finishes, (the Building Interior Finish Specifications), attached hereto as Exhibit E, and incorporated herein, unless otherwise approved by Landlord, such approval not to be unreasonably withheld provided the change does not alter the character or quality of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3Building. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution right, but not the obligation, to contract with the Project General Contractor and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so any other party as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate required in connection with the construction of the Tenant's construction activities Improvements and all costs thereof (not to exceed the amount of the Tenant Improvement Allowance) shall be deposited daily in dumpsters, provided paid by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities charged to (and shall be contained within considered a part of) the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when the Term commencesImprovement Allowance.

Tenant's Improvements. Prior Landlord and Tenant have approved Tenant’s Preliminary Space Plan attached as Exhibit FP. Based on such space plan, Landlord will prepare detailed plans (the “Tenant Improvement Plans”) for the construction of Tenant’s improvements in the Premises using Building standard materials and quantities (the “Tenant Improvements”) and promptly deliver the same to Tenant. Within five (5) business days after delivery of the Tenant Improvement Plans or any revision thereof to Tenant, Tenant, acting reasonably, shall either approve the same or request changes therein (any such requested changes shall be consistent with Exhibit FP and Building standard specifications). If Tenant requests changes therein, Landlord shall revise the Tenant Improvement Plans and promptly submit the revised Tenant Improvement Plans to Tenant for Tenant’s approval or disapproval as provided in the preceding sentence. Any changes to the commencement Tenant Improvement Plans requested by Tenant following Tenant’s approval of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to such plans shall be performed by Landlord at Tenant’s expense. Landlord’s general contractor shall obtain competitive bids from at least two subcontractors for each portion of the work (except for smaller portions of the work which Landlord or its general contractor determines appropriate not to bid) and shall award each such subcontract to the lowest bidder unless it pursuant has reasonable grounds to Schedule B on do otherwise. Except for installation of furniture, furnishings, movable equipment and the installation of telephone outlets (which must be performed by a schedule telephone company at Tenant’s direction and expense) and the installation of telephone, television and computer cabling (which must be installed and removed in accordance with Rules and Regulations) and except for changes to the approved Tenant Improvement Plans described above in this Section 3.2, all work described in the approved Tenant Improvement Plans shall be performed by Landlord's reasonable judgment ’s general contractor at Landlord’s expense. Tenant’s interior furnishings, i.e., specification, coordination, supply and installation of furniture, furnishings, telephone, computer and movable equipment, will be the responsibility of Tenant. Tenant’s installation of furnishings, and later changes or additions, shall be coordinated with any work being performed by Landlord in such manner as to maintain harmonious labor relations and so not to damage the Building or unreasonably interfere with Building operations. Tenant shall have access to the Premises during construction of the Tenant Improvements to permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior install its equipment when construction of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B Improvements has been sufficiently completed for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipmentTenant do so, provided (a) Tenant the same shall have obtained Landlord's approval of the plans and specifications for such work, (b) Tenant shall have obtained a valid building permit for construction of its improvements, (c) Tenant shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4., and (d) Landlord shall have received full payment from Tenant for the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's ’s construction activitiesof the Tenant Improvements. The Tenant Improvements shall be part of the Building and shall not be removed, except that at the expiration of this Lease Tenant shall maintain remove such portions thereof as Landlord shall have specified at the Premises time of preparation of the Tenant Improvement Plans. Landlord agrees to use reasonable efforts to substantially complete construction of the Tenant Improvements as provided in this Article IV on or before the Commencement Date, which date shall, however, be extended for a clean and orderly condition during construction and merchandisingperiod equal to that of any delays in the substantial completion of the Tenant Improvements due to causes beyond Landlord’s reasonable control. All trash which may accumulate in connection with Tenant's construction activities The Tenant Improvements shall be deposited daily constructed in dumpstersaccordance with all applicable legal requirements. Upon substantial completion of the Tenant Improvements, provided by or for Landlord and Tenant shall prepare a punchlist of unfinished items. Landlord shall promptly complete such unfinished items. The Tenant Improvements shall be deemed substantially complete on the date on which (i) construction of the same shall have been substantially completed (with the exception of items that can be completed without material interference to the conduct of Tenant’s business in the Shopping Center Area as more particularly described in Sections C Premises) and D (ii) a certificate of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities occupancy (or sign off) shall have been issued by the City of Boston, provided, however, that the requirement of the issuance of a certificate of occupancy (or sign off) by the City of Boston shall be contained within waived and substantial completion shall be deemed to have occurred if the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During same cannot be obtained or such construction and merchandising periodhas not been substantially completed due to delays caused by Tenant (each, a “Tenant shall perform all duties and obligations imposed by this LeaseDelay Event”), including, without limitation, those provisions relating change orders, lack of timely cooperation by Tenant, or action with respect to insurance and indemnificationthe Tenant Improvement Plans, saving and excepting only long lead time items in the obligation Tenant Improvement Plans or any other actions or inactions by Tenant that may prevent Landlord from completing (or that may delay) any construction to pay Rental be performed by it or its general contractor. Within five (5) business days of a Tenant Delay Event (except as otherwise expressly provided below), Landlord shall notify Tenant in writing of the Tenant Delay Event. The failure of Landlord to notify Tenant of a Tenant Delay Event precludes Landlord from claiming Tenant-caused delays in substantial completion of Tenant Improvements, other than any Additional Rental due Landlord delay by reason of Tenant's failure Tenant in reviewing or responding to perform Tenant Improvement Plans or any of its obligations hereunder)revision thereof, which obligation delay shall commence when the Term commencesautomatically be a Tenant Delay Event without need for notice to Tenant.

Tenant's Improvements. Prior 4.1. Landlord shall perform the Landlord Work (as defined in the Work Letter attached hereto as Exhibit B (the “Work Letter”)) in order to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other work to be performed by it pursuant to Schedule B on a schedule which in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of prepare the Premises for Tenant’s use and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, and (b) promptly commence and diligently pursue the construction and completion of the Premises. Tenant will be permitted by Landlord to enter the Premises occupancy in accordance with Schedule B for the purpose Work Letter. Subject to Force Majeure and any Tenant Delay (as defined in the Work Letter), Landlord shall use diligent efforts to achieve Substantial Completion of performing its obligations under Schedule B and for the purpose Landlord Work by the Estimated Term Commencement Date. However, except to the extent that such failure constitutes a delay in the occurrence of installing its fixtures and other equipmentthe Term Commencement Date (as provided in the definition of the Term Commencement Date): (i) except as otherwise provided herein, provided Tenant’s sole remedies shall be a delay in the Term Commencement Date, (aii) Tenant shall have obtained no claim or rights against Landlord's approval of the plans , and specifications for such work, (b) Tenant Landlord shall have obtained a valid building permit for construction no liability or obligation to Tenant in the event of its improvements, (c) Tenant shall have deposited with delay in the Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.Work, and (diii) no delay in the Landlord Work shall have received full payment from Tenant for any effect on the Opening Contribution and for those items set forth parties rights or obligations under this Lease. Notwithstanding anything contained in Section D of Schedule B. Tenant's activities this Lease or the Work Letter to the contrary, if Landlord fails or is unable to cause the Term Commencement Date to occur on or before the date that is thirty (30) days after the Estimated Term Commencement Date (as the Estimated Term Commencement Date shall be conducted so as not to unreasonably interfere with Landlord's construction activities. extended for Force Majeure and any Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising periodDelay), Tenant shall perform all duties be entitled to one (1) additional day of abated Base Rent for each day in the period commencing on the Estimated Term Commencement Date and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification, saving and excepting only ending on the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation shall commence when day immediately preceding the Term commencesCommencement Date.

Tenant's Improvements. Prior Except as otherwise provided in this Lease, Tenant accepts the Premises in “as is” condition as of the date of this Lease and Landlord shall not be required to make any improvements to the commencement of the Term, Tenant shall, at its sole cost and expense, (a) promptly initiate and diligently pursue the design of all improvements and other Premises. All work to be performed by it pursuant Tenant shall be referred to Schedule B on a schedule which as “Tenant’s Work.” Tenant will perform, or cause to be performed, all the construction work required to build out new office, laboratory, and clean room space in Landlord's reasonable judgment will permit Tenant to complete such improvements not later than ten (10) days prior to the Grand Opening Date with respect to the exterior of the Premises and not later than seven (7) days prior to the Grand Opening Date with respect to the interior of the Premises, subject to the allowance provisions set forth herein, additional Tenant monies, and (b) promptly commence and diligently pursue the construction and completion of the Premisesin conformance with Tenant’s to-be-completed plans for Tenant’s Work. Tenant will be permitted by Landlord to enter the Premises in accordance with Schedule B for the purpose of performing its obligations under Schedule B and for the purpose of installing its fixtures and other equipment, provided (a) Tenant shall have obtained obtain Landlord's ’s prior written approval of the plans for Tenant’s Work, such approval not to be unreasonably withheld, conditioned or delayed. Tenant and/or its agents and specifications for subcontractors will be solely responsible to coordinate and perform the Tenant’s Work. All such workTenant’s Work shall be performed by a to be selected general contractor, as selected by Tenant, subject to the reasonable approval of Landlord, (b“General Contractor”) based on a to-be-determined competitive bid format or on a negotiated basis, with either as elected by Tenant in its sole discretion. Tenant shall have obtained ensure that all Tenant’s Work is performed in a valid building permit for construction of its improvementsgood and xxxxxxx-like manner and in full compliance with all applicable governmental regulations and to current industry standards. With respect to the Premises, (c) Tenant Landlord and/or Landlord’s consultants shall have deposited with Landlord the policies or certificates of insurance required in Sections 13.3. and 13.4.right to review, monitor, and (d) approve all plans and materials involved in the Tenant’s Work throughout the entire construction process, provided that Landlord and/or Landlord’s consultants do not cause delays in Tenant’s construction schedule. Tenant or its designees shall obtain all permits, certificates and other governmental approvals from all governmental entities having jurisdiction which are necessary for the completion of the Tenant’s Work. Landlord shall have received full payment from the right to charge Tenant a construction management/oversight fee, which fee shall not exceed the actual and reasonable costs incurred by Landlord for reviewing Tenant’s plans and specifications and inspecting the Opening Contribution and for those items set forth in Section D of Schedule B. Tenant's activities shall be conducted so as not to unreasonably interfere with Landlord's construction activities. Tenant shall maintain the Premises in a clean and orderly condition during construction and merchandising. All trash which may accumulate in connection with Tenant's construction activities shall be deposited daily in dumpsters, provided by or for Landlord in the Shopping Center Area as more particularly described in Sections C and D ordinary course of Schedule B. All trash which may accumulate in connection with Tenant's merchandising activities shall be contained within the Premises and deposited daily outside the storefront work. Provided Tenant waives its termination rights pursuant to Section 55 of the Premises. Landlord will remove such trash as more particularly described in Sections C and D of Schedule B. During such construction and merchandising period, Tenant shall perform all duties and obligations imposed by this Lease, including, without limitation, those provisions Landlord grants Tenant the Allowance to reimburse Tenant for a portion of the costs relating to insurance and indemnification, saving and excepting only the obligation to pay Rental (other than any Additional Rental due Landlord by reason of Tenant's failure to perform any of its obligations hereunder), which obligation ’s Work. The Allowance shall commence when the Term commences.be disbursed as follows: