Common use of Tenant’s Work Clause in Contracts

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.

Tenant’s Work. Section 5.1 Except For purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as may set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be expressly done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in this leaseSections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not replace take any fixtures action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), ESA and the Development Agreement. Subject to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralrights of Tenant under Sections 11.1 and 11.2 hereof, and (b) does not (i) affect any part of except as permitted by the Real Property outside Development Agreement and the Premises (including the Building roof) or the exterior of the PremisesESA, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such all of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s 's Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and workercompleted lien-like manner using new materials of first class quality free and in compliance accordance with this leaseall Applicable Law. At Landlord's election, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s 's Work shall be fully paid for by Tenant when payment is due and coordinated with Landlord's construction manager (who shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered unreasonably interfere with the Premises, at the expiration rendition of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s 's Work).

Tenant’s Work. Section 5.1 Except To the extent that Landlord approves any alterations or other work by Tenant at the Premises, the approval is limited to Tenant’s work as may shown on the plans and specifications approved by Landlord, and Tenant’s work, including, without limitation, matters related to or arising out of the design and/or construction of the work, including, without limitation, any errors or omissions contained therein, and/or the necessity of other work required by such work to comply with legal requirements or directives, shall be expressly provided Tenant’s responsibility without cost or liability to Landlord. All work performed by or for Tenant under this Lease is performed for the sole benefit of Tenant and at Tenant’s sole cost and expense and shall be done in this leasea good and workmanlike manner, in compliance with all applicable laws and using new and high quality materials. Tenant shall not replace agrees that, with respect to all work of any fixtures in the Premises nature performed by or make any changesfor Tenant, including, without limitation, Tenant’s work, whether related to leasehold improvements, alterations or additions (collectivelyany other type of manner of work, “Tenant and Tenant’s Work”)agents, contractors, workers, mechanics, suppliers and invitees shall work in harmony with Landlord and such other contractors, workers, mechanics, suppliers and invitees as shall be working there from time to time, if any. Upon completion of any work by Tenant, Tenant shall provide Landlord with “As-Built” electronically recorded drawings on a disk in AutoCADD format. Any alteration or addition shall be consistent in appearance with the rest of the Building and Landlord’s Property and shall be made only after duly obtaining all required permits and licenses from all governmental authorities. Tenant will deliver to Landlord in writing a schedule setting forth the details and location of all such alterations or additions and, upon request, provide Landlord lien waivers from time to time from all parties performing work related to the Premises or services for Tenant. This Lease addresses the respective obligations of Landlord and Tenant for maintenance, repairs and replacements, and, to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only fullest extent permitted by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Worklaw, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with waives the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkX.X. x. 186 §19.

Tenant’s Work. Section 5.1 Except All improvements to the Premises necessary for Tenant's use and occupancy thereof and not listed as Landlord's Work on Exhibit B shall be completed by Tenant, at Tenant's expense, and shall hereinafter be referred to as "Tenant's Work". The Tenant's Work shall be completed by Tenant in conformity with the specifications attached hereto as Exhibit C, plans and specification's therefor approved by Landlord and all applicable laws, orders, rules and regulations of governmental authorities. Prior to the commencement of the Term, Landlord shall have received full payment from Tenant due Landlord pursuant to Exhibit B and/or Exhibit C and for such other work as Landlord may be expressly provided have undertaken at Tenant's request. Tenant agrees to submit to Landlord plans and specifications covering the Tenant's Work, in such detail as Landlord may require, within fifteen (15) days after execution of this leaseLease and Tenant agrees not to commence work on any of the Tenant's Work until Landlord has approved such plans and specifications in writing, Landlord's Work in the Premises has been substantially completed and Tenant has obtained all permits and approvals necessary for the construction of Tenant's Work. Landlord's approval of Tenant's plans and specifications shall not replace be deemed evidence of the compliance by such plans and specifications with all applicable laws, orders, rules and regulations of governmental authorities, nor shall it be or be deemed to be a warranty thereof of the soundness or fitness for a particular purpose of the Tenant's Work. Landlord's approval of the plans and specifications for Tenant's Work is purely for the benefit of Landlord and may not be relied on for any fixtures purpose except as set forth herein. At all times during Tenant's construction, Landlord and its representatives shall have the right to enter upon the Premises for the purpose of inspecting the construction and progress of the Tenant's Work. Tenant agrees with respect to Tenant's Work that it will (a) not damage, delay or interfere with the prosecution or completion of any work being performed by Landlord or any other person(s) in the Premises or make by Landlord or any changes, improvements, alterations other person(s) in or additions about any other portion of the Shopping Center; (collectively, “Tenant’s Work”), b) comply with all procedures and regulations prescribed by Landlord from time to the Premises, the Real Property, the Building systemstime for coordination of such work and activities with any work being performed by Landlord, or any part thereofother construction, without Xxxxxxxx’s prior consent. in the Shopping Center; and (c) conform to all of Landlord’s consent 's labor regulations and shall not do or permit anything to be unreasonably withheld done that might create (or delayed hinder the cessation thereof if Tenant’s Work extant) any work stoppage, picketing or other labor disruption or dispute which would interfere with the construction or operation of any work or activities being conducted anywhere by Landlord. If Tenant fails or refuses to comply with any of the foregoing obligations (set forth in items (a) is nonstructural), and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayedc). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Landlord may require Tenant complies with to cease immediately the other applicable provisions performance of this leasesuch work and activities. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so agrees that Tenant’s use its entry into possession of the Premises shall not result in noise and/or odors being transmitted outside prior to the Premises. Tenant’s Work Commencement Date shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, subject to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration all of the Term (or the sooner termination terms of this lease Lease, except the covenants to pay the amounts as set forth in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights theretoSection 3.01, in which case Tenant shall be obligated to remove such Tenant’s Work3.02 and 3.04.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changeschanges to the Premises, improvementsthe Building, alterations the Building systems, or additions any part thereof (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without XxxxxxxxLandlord’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if provided that Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, (ii) adversely affect any structural element of the Building, Building (iii) adversely affect any Building system, system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, approved contractors and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). If Tenant’s Work consists solely of the installation of Tenant’s Property in the Premises, a change affecting only Tenant’s Property in the Premises or the painting, carpeting or decorating of the Premises, Landlord’s consent shall not be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall apply and (iii) such Tenant’s Work does not violate clauses (a) or (b) of this Section. Prior to performing any Tenant’s Work which, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense (a) deliver to Landlord, detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a registered architect or licensed engineer, and suitable for filing with the applicable Authority, if filing is required by Law (“Tenant’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which shall not be unreasonably withheld or delayed to the extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and deliver to Landlord copies of) all required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of worker’s compensation insurance (covering all persons to be employed by Tenant, and all contractors and subcontractors performing any Tenant’s Work), commercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as approved additional insureds) and Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the total cost of such Tenant’s Work and reasonably acceptable to Landlord securing Tenant’s obligation to complete and pay for such Tenant’s Work. As part Tenant shall promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. If, in connection with Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Tenant shall soundproof not employ, or permit the employment of, any contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and install appropriate ventilation if required so that the Building (a) Tenant’s use of trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall not result make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in noise and/or odors being transmitted outside the Premises. this Section, Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by removed and shall, on the granting of any security interestsExpiration Date, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Expiration Date shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.expense. Real Estate Taxes The following defined terms are used in this Article:

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace any fixtures in accept the Premises or make in their as-is condition without any changesobligation on the Landlord’s part to perform any additions, alterations, improvements, alterations demolition or additions other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Tenant shall submit to Landlord no later than forty-five (collectively45) days after the date of this Lease, a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the Premisesrequirements of, Exhibit B-2. Provided that the Real PropertyPlans contain at least the information required by, and conform to the Building systemsrequirements of, or any part thereofsaid Exhibit B-2, without Xxxxxxxx’s prior consent. Landlord’s consent approval of the Plans shall not be unreasonably withheld withheld, conditioned or delayed if Tenantdelayed; however, Landlord’s Work (a) is nonstructural, and (b) does not (i) affect any part determination of the Real Property outside the Premises (including the Building roof) matters relating to aesthetic issues relating to alterations or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not changes which are visible outside the Premises during daylight hours shall be in Landlord’s sole discretion. Landlord agrees to review and provide comments on the Plans within fifteen (d15) is performed only business days of receipt. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by contractors its architect to incorporate all objections and subcontractors first conditions presented by Landlord and shall resubmit such plans to Landlord no later than ten (10) business days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord (which approval shall not be unreasonably withheld without objection or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workcondition.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace any fixtures in accept the Premises or make in their as-is condition without any changesobligation on the Landlord’s part to perform any additions, alterations, improvements, alterations demolition or additions other work therein or pertaining thereto except as otherwise expressly set forth in the Lease. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Landlord hereby approves of Unispace as the Tenant’s architect. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (collectively, the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the Premisesrequirements of, Exhibit B-2. Provided that the Real PropertyPlans contain at least the information required by, and conform to the Building systemsrequirements of, or any part thereofsaid Exhibit B-2, without Xxxxxxxx’s prior consent. Landlord’s consent approval of the Plans shall not be unreasonably withheld withheld, conditioned or delayed if Tenant’s Work (a) is nonstructuraldelayed. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and (b) does not (i) affect any part of conditions presented by Landlord and shall resubmit such plans to Landlord as soon as practically possible after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first Plans shall have been approved by the Landlord (which approval shall not be unreasonably withheld without objection or delayed)condition. Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting Once the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as have been approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof have the Premises right to change, modify or amend such Plans, subject to the reasonable approval by Landlord of such changes, modifications or amendments as otherwise herein provided. Notwithstanding the foregoing, Landlord’s initial approval, or disapproval with supporting specific reasons, shall be provided to Tenant within ten (10) days of Landlord’s receipt, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and install appropriate ventilation if required so that Tenant’s use approval of the Premises shall Plans (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not result in noise and/or odors being transmitted outside have the Premises. Tenantappropriate skills to perform such review), the period for Landlord’s Work review of the Plans shall be fully paid ten (10) business days after Landlord’s receipt. Future approvals, or disapprovals with supporting specific reasons, for by Tenant when payment is due and shall not be financed with any conditional sales subsequent submittals of corrections or title retention agreements or by the granting of any security interestschanges, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, provided to be improvements and betterments that become the property Tenant within three (3) business days of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such TenantLandlord’s Workreceipt.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralTenant agrees, and (b) does not (i) affect any part prior to the commencement of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions Term of this lease. Tenant’s Work shall be performedLease, at Tenant’s 's sole cost and expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials diligently perform all work of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease whatever nature in accordance with its provisionsTenant's obligations set forth in Exhibit D ("Tenant's Work") unless Landlord notifies Tenant and all other related work necessary to prepare for the opening to the public of Tenant's store in the Leased Premises in accordance with the provisions of this Article that Lease. Tenant agrees to furnish to Landlord relinquishes its rights theretothe Store Design Drawings and Working Drawings and Specifications with respect to the Leased Premises prepared in the manner and within the time periods required in Exhibit D. If such Store Design Drawings or Working Drawings and Specifications are not furnished by Tenant to Landlord within the required time period(s) in form to permit approval by Landlord, then the Fixturing Period (as described in which case the Data Sheet) shall be reduced by one (1) day for each day of delay by Tenant in submitting said Store Design Drawings or Working Drawings and Specifications. Landlord shall exercise reasonable efforts to respond to such Store Design Drawings or Working Drawings and Specifications submitted by Tenant pursuant to this Lease within seven (7) business days following Landlord's receipt from Tenant. In the event of Landlord's failure to respond within such seven (7) business day period, the Fixturing Period as described in the Data Sheet shall be extended by one (1) day for each day of additional delay by Landlord. Provided Tenant is not in default hereof, Landlord hereby agrees to contribute towards the cost of Tenant's Work a Construction Allowance of Ten and 00/100ths Dollars ($10.00) per square foot of floor area of the Leased Premises. The aforesaid Construction Allowance shall be paid thirty (30) days after the date Tenant opens for business in the Leased Premises, provided Tenant shall have received a Certificate of Acceptance pursuant to Exhibit D hereof and the applicable lien waivers from all contractors and subcontractors. In the event that this Lease is terminated prior to the expiration of the Term hereof, Tenant shall repay said Construction Allowance to Landlord in cash upon termination; provided, however, that Tenant's liability for said Construction Allowance shall be obligated reduced at the rate of one-tenth (1/10th) each anniversary of the Commencement Date occurring during the Term hereof. No material deviations from the final Store Design Drawings or Working Drawings and Specifications, once approved by Landlord, shall be permitted unless necessary to remove comply with applicable governmental requirements. Landlord's approval of Tenant's Store Design Drawings and Working Drawing and Specifications shall not constitute the assumption of such items. Tenant’s Work's Work shall include the installation of fixtures and equipment and the stocking of the Leased Premises with suitable merchandise. Tenant covenants that all such fixtures and equipment visible to customers shall be new and otherwise acceptable to Landlord in appearance. In addition to conforming to the requirements specified in Exhibit D, all work performed by Tenant shall comply with such rules and regulations as Landlord and its representatives may make, provided that such rules and regulations are uniformly applied to all similarly situated Shopping Center tenants under construction. Unless Landlord otherwise directs in writing, Tenant shall not open the Leased Premises for business until all construction has been completed pursuant to the provisions of Exhibit D. It is further understood and agreed that: (i) Landlord shall have no responsibility or liability whatsoever for any loss of, or damage to, any fixtures, equipment, merchandise, or other property belonging to Tenant, installed or left in the Leased Premises except to the extent resulting from the negligence or intentional acts of Landlord, its agents or employees; and (ii) Tenant's entry upon and occupancy of the Leased Premises prior to the Commencement Date shall be governed by and subject to all the provisions, covenants and conditions of this Lease. Tenant shall obtain at its sole cost and immediately thereafter furnish to Landlord all certificates and approvals with respect to work done and installations made by Tenant that may be required for the issuance of a certificate of occupancy for the Leased Premises, so that such certificate of occupancy shall be issued and the Leased Premises shall be ready for the opening of Tenant's business on the Commencement Date. Upon the issuance of the certificate of occupancy, a copy thereof shall be immediately delivered to Landlord. Promptly upon the completion of its work, Tenant, at Tenant's cost, shall repair, clean and restore all portions of the Shopping Center affected by Tenant's Work to their prior condition.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in do the Premises or make any changeswork, improvementsif any, alterations or additions shown on Exhibit B as the work on the part of the Tenant (collectively, the “Tenant’s Work”), to the Premisesat its expense, the Real Property, the Building systems, or any part thereof, without Xxxxxxxxand in a good and workmanlike manner in accordance with “Plans and Specifications” (as hereinafter defined) which have been prepared at Tenant’s prior consent. expense and which have Landlord’s consent written approval, which approval of any non-structural work shall not be unreasonably withheld or delayed but which may be withheld as to any structural work in Landlord’s sole discretion, prior to the commencement of Tenant’s Work. Among other items, Landlord’s review of said Plans and Specifications may include potential impact on, and potential upgrades required to, base building systems. Landlord’s approval of Tenant’s Plans and Specifications, if given, shall not be deemed or construed as a representation by Landlord that said Plans and Specifications comply with applicable law, or are adequate or appropriate for Tenant’s requirements. Further, Landlord’s approval of Tenant’s Plans and Specifications, if given, may be conditioned upon Tenant payment for upgrades to base building systems required or necessitated by Tenant’s Work, or upon such other reasonable conditions as Landlord may impose. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant’s business. “Plans and Specifications”, as used in this Section V(b) and in Section XII, shall mean documents and drawings sufficient for contract bidding and work completion, and shall include, but not be limited to, stamped, certified architectural, mechanical, electrical and plumbing plans. All of the foregoing work and all work Tenant may undertake pursuant to Section XII of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment. Landlord hereby approves J&J Construction Services as the contractor to be retained for the construction of the Tenant’s Work (a) is nonstructuraland any work under Section XII of this Lease. Tenant shall ensure that J&J Construction Services and its labor will work in harmony with other labor working in and about the Building, Property, and (b) does the Business Park and with suppliers of materials for use in construction in and about the Building, Property, and Business Park, and Tenant agrees that it will not do or permit to be done anything which would cause any labor difficulty in connection with any construction in and about the Building, Property, and Business Park. Tenant shall require all of its contractors to carry (i) affect any part of the Real Property outside the Premises Worker’s Compensation Insurance in accordance with statutory requirements and (including the Building roofii) Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or the exterior of about the Premises, Building, Property and Business Park in amounts not less than Two Million Dollars ($2,000,000) combined single limits for property damage, for injury or death of more than one person in a single accident, and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work, which name Landlord as an additional insured thereunder as its interest may appear. Tenant agrees to indemnify, exonerate, and hold harmless Landlord and its management agent from all claims, liabilities, penalties, costs, expenses (including reasonable attorneys’ fees) actions, proceedings, demands and causes of actions occasioned by, on account of, or upon (i) Tenant’s contractors being on or about the Premises, the Building, the Property, or the Business Park, and/or (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for work done on the Premises pursuant to this Section V or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions Section XII of this leaseLease whether performed prior to the Commencement Date, during or after the term of this Lease, including, but not limited to, any claims, actions, demands or causes of action asserted by any other tenants in the Building against Landlord as a result of breach of covenant of quiet enjoyment. In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant’s Work shall be performed, upon notice from Landlord, shall, at Tenant’s expense, resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord, it being agreed that such counsel as may act for insurance underwriters of Tenant engaged in such defense shall be deemed satisfactory. All contractors, subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the improvement or alteration of the Premises, are hereby given notice that Tenant is not authorized to subject Landlord’s interest in the Premises, Building or Property to any claim for mechanics’, laborers’ and materialmen’s liens, and all persons dealing directly or indirectly with diligence when started so Tenant may not look to the Premises, Building or Property as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlordsecurity for payment. As part of Tenant’s Work, Tenant shall soundproof the Premises save Landlord harmless from and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interestsagainst all expenses, liens, encumbrances claims or financing statements. Tenant’s Work shall be deemeddamages to either property or person which arise from the making of any such additions, upon installationimprovements, to be improvements and betterments that become the property of Landlord at installation, alterations and/or installations and shall remain upon and be surrendered with remove any mechanics’, laborers’ and/or materialmen’s liens within ten (10) business days after the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Worksame have been filed.

Tenant’s Work. Section 5.1 Except The Architectural Drawings and Specifications and the Engineering Plans and Specifications, as may be expressly provided in this leaseapproved by Landlord, shall thereupon collectively constitute the "Tenant's Plans". Tenant shall not replace any fixtures improve the Premises in accordance with the Tenant’s Plans. The work set forth in the Premises or make any changes, improvements, alterations or additions (collectively, Tenant’s Plans is hereinafter referred to as “Tenant’s Work”). From and after the date of Landlord’s approval of the Tenant’s Plans, any changes to the Premises, the Real Property, the Building systems, or any part thereof, without XxxxxxxxTenant’s prior consentPlans shall not be binding unless approved in writing by both Landlord and Tenant. Landlord’s consent shall not be unreasonably withheld or delayed if approval of the Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which Plans shall constitute approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work design concept only and shall in no event be deemed a representation or warranty by Landlord as are cosmetic alterations (such as painting to whether the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Plans comply with any and all legal requirements applicable to the Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws Plans and Tenant’s Plans (as defined in Section 5.2) as approved by LandlordWork. As part In the performance of Tenant’s Work, Tenant shall soundproof comply with all applicable laws, codes and regulations. Tenant shall obtain all permits, certificates and other governmental approvals from all governmental entities having jurisdiction thereover which are necessary for the Premises prosecution and install appropriate ventilation if required so that completion of Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the PremisesWork. Tenant’s Work shall include, but not be fully paid for by limited to, the cost of all permits and governmental inspections, all architectural and engineering fees, the preparation and delivery to Landlord of a complete set of “as-built” plans showing Tenant’s Work, in hard copy and an electronic version thereof which is acceptable to Landlord (the "As-Built Plans") (which As-Built Plans shall be delivered to Landlord not later than the tenth (10th) day following the substantial completion of Tenant’s Work). Prior to commencing Tenant’s Work, Tenant when payment is due shall provide to Landlord the name and address of each contractor and subcontractor which Tenant intends to employ to perform Tenant’s Work, the use of which subcontractors and contractors shall be subject to Landlord’s prior written approval, which shall not be financed unreasonably withheld, conditioned or delayed if (1) the contractor or subcontractor is properly licensed, (2) Landlord has had no prior experience with any conditional sales such contractor or title retention agreements subcontractor which was unsatisfactory to Landlord and (3) Landlord knows of no prior unsatisfactory experience that a third party has had with such contractor or by subcontractor. Prior to the granting commencement of any security interests, liens, encumbrances or financing statements. of Tenant’s Work Work, Tenant shall be deemeddeliver to Landlord, upon installationwith respect to each contractor and subcontractor which Tenant intends to employ to perform any of Tenant’s Work, to be improvements a certificate of insurance from each such contractor or subcontractor specifying Landlord as a named insured and betterments evidencing that become each such contractor or subcontractor has obtained the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration insurance coverages described in Section 17.B. of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Lease. Tenant shall not be obligated to remove use union labor in connection with Tenant’s Work. Said contractors and subcontractors shall also comply with other reasonable industry requirements of Landlord. Tenant shall pay to Landlord a coordination fee in an amount equal to one percent (1%) of the cost of the Tenant Allowance (as hereinafter defined) (the "Coordination Fee"), which Coordination Fee shall be deducted from the Tenant Allowance to the extent that funds are available therefrom for such purpose or otherwise paid directly by Tenant to Landlord upon the substantial completion of Tenant’s Work.

Tenant’s Work. Section 5.1 Except The Tenant acknowledges and agrees that, except for the Landlord’s Work, the Tenant accepts the Leased Premises on an “as is, where is” basis, and that the Landlord has made no representation or warranty whatsoever as to the condition of the Leased Premises and/or the suitability thereof for the Tenant’s intended use. The Tenant shall be responsible for all other work which may be expressly provided required to be completed in, on or to the Leased Premises (subject to the provisions of this Lease) in this leaseorder for the Tenant to occupy, Tenant shall not replace any fixtures in use and enjoy the Leased Premises or make any changes, improvements, alterations or additions and conduct its business therefrom (collectively, the “Tenant’s Work”), . Prior to commencement of the PremisesFixturing Period, the Real Property, Tenant shall provide a copy of its plans and specifications for the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralto the Landlord for its prior written approval prior to commencing construction, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed. The Tenant agrees that, on or before July 6, 2004, it shall provide the Landlord with the following preliminary plans, drawings and specifications for the approval of the Landlord (where required) in accordance with the terms of this Lease, namely: • Architectural; • Structural (if any); • Electrical; • Mechanical, including plumbing, heating, air conditioning, sprinklers, ventilation and instrumentation (collectively the “Tenant’s Plans”). XxxxxxxxThe Landlord shall have a period of thirty (30) days following submission of the Tenant’s consent Plans to the Landlord within which to approve same, such approval not to be unreasonably withheld. If the Tenant’s Plans are not approved or acting reasonably disapproved by the Landlord within thirty (30) days following the submission thereof to the Landlord for its approval, the Tenant shall have a period of five (5) business days thereafter to terminate this Lease without penalty. In the event the Tenant elects to terminate, this Lease shall be null and void and of no further force or effect. If within five (5) business days following the expiry of the thirty (30) day period for the approval of the Tenant’s Plans by the Landlord, the Tenant does not be required elect to terminate this Lease by written notice to the Landlord, this Lease shall remain in full force and effect in accordance with respect to such of its terms. The Tenant shall complete the Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies in accordance with the other applicable provisions of this lease. Tenant’s Work shall be performedPlans approved by the Landlord, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like workmanlike manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workapplicable laws.

Tenant’s Work. Section 5.1 Except as may be expressly provided Tenant shall, within thirty (30) days from the ------------- date of this Lease, prepare and submit to the Landlord for approval, four (4) duplicate sets of preliminary plans and specifications prepared by its own architect and/or engineers, with regard to Tenant's Work. If Landlord shall, within five (5) business days after the date of such submittal, notify Tenant in this leasewriting of any reasonable objection to such preliminary plans and specifications, Tenant shall not replace make the necessary revisions and resubmit the same to the Landlord for approval. If Landlord has any fixtures reasonable objection to such revised and resubmitted plans and specifications, then, within three (3) business days after the date that Tenant resubmits the preliminary plans and specifications to Landlord for its approval, Landlord shall notify Tenant in the Premises or make any changeswriting of such reasonable objection. Landlord's approval will be evidenced by an endorsement to that effect on two (2) sets of preliminary plans and specifications, improvementsone set to be retained by Landlord and one set by Tenant. After approval of Tenant's preliminary plans and specifications, alterations or additions Tenant shall prepare and submit to Landlord four (4) duplicate sets of complete final plans and specifications (collectively, “the "Plans") covering the Tenant’s 's Work”), prepared in conformity with the approved preliminary plans and specifications of Tenant, all of which shall have been initialed by the parties hereto and attached to and made a part of this Agreement as Exhibit "C". From and after the Premisesdate of this Lease and continuing until such time that Tenant has completed the Tenant's Work, (i) at least one (1) of the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent Building's elevators shall not be unreasonably withheld or delayed if dedicated for Tenant’s Work (a) is nonstructural's sole and exclusive use, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element Tenant shall have unlimited access at all times to the lobby of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changeschanges to the Premises, improvementsthe Building, alterations the Building systems, or additions any part thereof (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if provided that Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, (ii) adversely affect any structural element of the Building, Building (iii) adversely affect any Building system, system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, approved contractors and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord). As part If Tenant’s Work consists solely of the installation of Tenant’s WorkProperty in the Premises, Tenant shall soundproof a change affecting only Tenant’s Property in the Premises and install appropriate ventilation if required so that Tenant’s use or the painting, carpeting or decorating of the Premises Premises, Landlord’s consent shall not result in noise and/or odors being transmitted outside the Premises. be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall be fully paid for by Tenant when payment is due apply and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. (iii) such Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term does not violate clauses (a) or the sooner termination (b) of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkSection.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leaseAt its expense, Tenant shall not replace any fixtures in cause the Premises or make any changes, improvements, alterations or additions to be built-out substantially in accordance with final plans (collectively, the design development drawings and specifications relating to the Tenant Improvements) to be signed by the Landlord and Tenant and attached hereto as Exhibit D (the “Tenant’s WorkFinal Plans”). The work to be constructed in accordance with the Final Plans is hereinafter referred to as the “Tenant Improvements” and shall be at a total cost, including all soft costs relating to the Tenant Improvements, including, without limitation, architect fees, legal fees and permits, to Tenant of no less than One Million Dollars ($1,000,000). Tenant shall pay all of the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentcosts associated with preparing such Final Plans. Landlord’s consent Landlord shall not be unreasonably withheld or delayed if responsible for interior design costs including, e.g., furniture, office systems, etc., all of such costs shall be the sole responsibility of Tenant’s Work (a) is nonstructural. Tenant shall cause the Tenant Improvements to be installed with all due diligence in accordance with the Final Plans by Xxxxx-Xxxxxxxx Construction, and (b) does not (i) affect any Inc. in a first-class workmanlike manner. Tenant shall use reasonable efforts to substantially complete the Tenant Improvements as soon as possible after the date it receives possession of the Property, which in no event shall be later than the Date of Lease. Once installed, the Tenant Improvements shall be part of the Real Property outside Premises and the sole property of Landlord, except that Tenant may remove from the Premises (including the Building roof) or the exterior of the Premisesits personal property, (ii) affect any structural element of the Buildingequipment, (iii) adversely affect any Building systemtrade fixtures, or (iv) require an amendment of the certificate of occupancy for furniture and moveable partitions. Landlord shall have no obligation to improve the Premises or prior to the BuildingCommencement Date, ( c) is not visible outside except as hereinbefore provided, and, thereafter, only as specifically required by this Lease. Except to the Premises extent attached hereto as Exhibit D and (d) is performed only by contractors and subcontractors first approved by hereby approved, Tenant shall submit the Final Plans to the Landlord (as soon as they are completed for Landlord’s approval, which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect In the event the Landlord fails to approve or object to such plans by written notice to Tenant within five (5) days of TenantLandlord’s Work as are cosmetic alterations receipt of such Final Plans, then the Landlord shall have been deemed to have approved such Final Plans. Tenant shall enter into a construction contract with Xxxxx-Xxxxxxxx Construction, Inc. (such as painting the interior “Construction Contract”) and shall perform all of its obligations thereunder in timely fashion. Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all claims for amounts due Xxxxx-Xxxxxxxx Construction, Inc. under the Construction Contract, including, without limitation, Landlord’s reasonable attorneys’ fees. Tenant will cause the architect to certify to Landlord upon completion of the PremisesTenant Improvements, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided that such Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant Improvements have been constructed substantially in accordance with the provisions of this Article that Final Plans, as modified by change orders pursuant to subparagraph (c) hereof. Tenant agrees to assign to Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workrights under the Construction Contract and any warranties relating to equipment which is a part of the Tenant Improvements (if they are assignable) to the extent such assignment is necessary in Landlord’s reasonable opinion to protect the Landlord with regard to any condition of the Building which involves the Tenant Improvements constructed pursuant to the Construction Contract. Tenant will cooperate with Landlord in its pursuit of any claims under the Construction Contract or the Warranties.

Tenant’s Work. Section 5.1 5.1. Except as may be expressly provided in this leaseset forth herein, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereofnot, without XxxxxxxxLandlord’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwritten approval, and (b) does not in each instance, make (i) affect structural changes or alterations in or to the Demised Premises of any part of the Real Property outside the Premises (including the Building roof) nature, or the exterior of the Premises, (ii) changes or alterations which adversely affect any structural element of the Building’s systems, (iii) adversely affect any Building systemwhich term shall include, or (iv) require an amendment of the certificate of occupancy for the Premises or without limitation, the Building’s utility, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord plumbing, ventilating, electrical, air conditioning or heating systems. Furthermore, Tenant shall not, without Landlord’s prior written approval in each instance (which approval shall not be unreasonably withheld withheld, conditioned or delayed), make any non-structural changes or alterations to the Demised Premises, other than Decorative Work (as hereinafter defined). XxxxxxxxPrior to Tenant’s consent commencing the Initial Tenant’s Work described in Section 3.5 above, or any other work in the Demised Premises for which Landlord’s prior approval is required, Tenant shall submit to Landlord for Landlord’s written approval (which approval shall not be required with respect unreasonably withheld, conditioned or delayed for non-structural work which does not adversely affect any Building systems), complete drawings, plans and specifications (herein collectively referred to such of as “Tenant’s Work as are cosmetic alterations Plan”) for the improvements and installations to be made by Tenant (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of said Initial Tenant’s Work, together with all other work contemplated in this Article 5 is herein collectively referred to as “Tenant’s Work”). Tenant shall soundproof the Premises also submit to Landlord for Landlord’s written approval (which approval shall not be unreasonably withheld) a list of contractors and install appropriate ventilation if required so that subcontractors for Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the PremisesWork. Tenant’s Work Plan shall be fully paid for by Tenant when payment is due detailed, shall show complete dimensions, shall not require any changes in the structure of the Building (except as expressly permitted pursuant hereto) and shall not be financed with any conditional sales or title retention agreements or by the granting in violation of any security interestslaws, liensorder, encumbrances rules or financing statementsregulations of any governmental department or bureau having jurisdiction of the premises. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written approval, make (x) purely decorative changes to the Demised Premises, such as painting, wall covering, carpeting and installing moveable partitions, the total cost of which with respect any single construction project does not exceed $150,000, (y) move or install any electrical outlets or wiring within the Demised Premises, and (z) install, move, and reroute any computer and communications wiring and stations (as opposed to electrical wiring) within the Demised Premises (the alterations described in clauses (x), (y) and (z) above are referred to herein collectively as “Decorative Work”); provided in each case that (1) any electrical work shall be performed by an electrician licensed in the State of New Jersey, (2) no building or alteration permit is required to be obtained from any governmental authority and (3) Tenant shall give Landlord at least ten (10) days prior notice of Tenant’s intent to perform any such Decorative Work shall be deemed, upon installation, and include a reasonably detailed description of the work to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workperformed.

Tenant’s Work. Section 5.1 Except All work not expressly designated herein as may Landlord’s Work shall be expressly provided in this lease, performed by Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, hereinafter called “Tenant’s Work”)) including, to the Premisesbut not limited to, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if all work designated as Tenant’s Work (a) is nonstructuralin Exhibit “B”, and (b) does not (i) affect any part of Tenant shall do and perform at Tenant’s expense all Tenant’s Work diligently and promptly and in accordance with the Real Property outside following provisions. Notwithstanding anything to the Premises (including the Building roof) or the exterior of the Premisescontrary contained herein, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises each and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such every aspect of Tenant’s Work as are cosmetic alterations (such as painting shall be subject to the interior prior written approval of the Premises, carpeting, Landlord and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies shall be in accordance with the standards of a first class resort/hotel facility. Without limiting the immediately preceding sentence, Tenant hereby represents and warrants to Landlord that the construction budget for Tenant’s Work, not including the costs of inventory, payroll, training or any other applicable provisions of this leaseancillary start-up costs, is at least Twelve Million Dollars ($12,000,000.00). However, if Tenant is able (while still complying in all respects with the minimum standards and requirements contained herein, in Landlord’s reasonable judgment) to complete Tenant’s Work for less than the minimum construction budget amount provided for in the immediately preceding sentence, then Landlord shall consent to such lower, actual amount for Tenant’s Work. Tenant’s Work shall be performedat all times comply with all applicable laws, at ordinances, rules and regulations including, but not limited to, OSHA and the ADA. Tenant shall not contract with any contractors or subcontractors, and Tenant’s expensecontractors and subcontractors may not perform any work on the Premises or the Hotel Complex, with diligence when started so as unless and until (a) a background investigation of each such contractor and subcontractor has been completed by Landlord’s corporate security department and the results thereof are satisfactory to promptly complete it Landlord and (b) Landlord has, in a good Landlord’s reasonable discretion, approved each such contractor and worker-like manner using new materials of first class quality subcontractor. Notwithstanding the foregoing, though, Tenant may only use union signatory contractors and subcontractors (and, if applicable, Tenant must ensure that Tenant’s union signatory contractors and subcontractors only use union signatory contractors and subcontractors), who are in compliance with this leasetheir respective collective bargaining/union agreements, all Laws and Tenant’s Plans to perform work at the Hotel Complex (either as defined in Section 5.2) as approved by Landlord. As part of Tenant’s WorkWork or otherwise). Further, and in addition to any other indemnity obligation contained herein, Tenant shall soundproof the Premises hereby covenants and install appropriate ventilation if required so that agrees to indemnify, defend, save, and hold Landlord, and Landlord’s parent company, subsidiaries and affiliates, and their officers, directors, shareholders and employees, free, clear and harmless from, and against, any and all liabilities, losses, costs, expenses (including reasonable attorney’s fees), judgments, claims, liens, fines, penalties, and demands of any kind whatsoever caused by or resulting from Tenant’s use of any particular contractor or subcontractor, or their use of any particular contractor or subcontractor, for any work in connection with the Premises (whether part of Tenant’s Work or otherwise) regardless of whether Landlord approved of such contractor or subcontractor pursuant to this Section. Tenant shall not result in noise at all times provide to Landlord a complete and accurate list of all contractors and subcontractors performing work at the Hotel Complex on behalf of Tenant and/or odors being transmitted outside the PremisesTenant’s contractors and/or subcontractors. In addition, Tenant’s Work shall at all times be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease conducted in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions Landlord’s Contractor Work Standards, a copy of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workis attached hereto as Exhibit “H”.

Tenant’s Work. Section 5.1 Except as Tenant may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changesinstallations, improvementsalterations, alterations additions, or additions (collectively, “Tenant’s Work”), improvements in or to the Building or any part of the Premises, or any of the Real PropertyLandlord Personalty, and Tenant will not make any major repairs to any of the Building systemsforegoing, without first notifying Landlord in writing as to the method, nature and extent of such repairs, installations, alterations, additions, or any part thereof, without Xxxxxxxximprovements and then obtaining Landlord’s prior written consent. Landlord’s , which consent shall will not be unreasonably withheld or delayed if Tenantprovided that such proposed work will not require the construction of an additional building on the Premises or an additional floor on the Building, will not impair the structure of the Building or other improvements on the Premises, will not increase Landlord’s Work (a) is nonstructuralmaintenance obligations under Section 9.02 of this Lease, and will not involve roof penetrations (b) does or if it will involve roof penetrations, Landlord must first receives assurances acceptable to Landlord that Landlord’s roof warranties will not be voided, and that Tenant will comply with the Roof Restrictions and the other terms and conditions set forth on Exhibit I, which include Landlord approval of the roof contractor). All work will be performed in accordance with plans and specifications approved by Landlord. Tenant will procure all necessary permits and licenses before undertaking any work on the Premises and will perform all work in a good and workmanlike manner employing materials of good quality and in conformity with all applicable Legal Requirements and insurance requirements. Tenant will (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premisesemploy only contractors reasonably approved by Landlord, (ii) affect any structural element require all contractors employed by Tenant to carry worker’s compensation insurance in accordance with statutory requirements, commercial general liability insurance covering such contractors on or about the Premises with a combined single limit not less than $1,000,000, and “special form” (also known as “all-risk”) Builder’s Risk property insurance in an amount and on a form Landlord reasonably approves covering the construction on the Premises and all materials, equipment and supplies that will become a part of the Buildingalterations or improvements on the Premises, and (iii) adversely affect submit certificates evidencing such coverage to Landlord prior to the commencement of any Building systemwork. Landlord may inspect Tenant’s work at reasonable times. Tenant will prosecute and complete such work with reasonable diligence and will provide Landlord with “as built” plans, copies of all construction contracts and proof of payment for all labor and materials. Notwithstanding any supervision of or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s work by Landlord, Landlord shall have no responsibility for any work performed by or on behalf of Tenant. Contemporaneously with the execution of this Lease and as more specifically described in the Work Letter attached hereto as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises Exhibit “J” (“Cosmetic AlterationsWork Letter”), provided Tenant complies with has delivered to Landlord, and Landlord has conditionally approved, those certain proposed improvements and alterations to the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it Premises described in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans the Proposed Premises Layout (as defined in Section 5.2) the Work Letter), which Tenant may commence only upon Landlord’s written approval of certain final plans and specifications as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof more specifically described in the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.Letter

Tenant’s Work. Section 5.1 Except as may be expressly (a) All work with respect to the Premises that is not provided in this leaseSection 3.1 hereof to be done by Landlord shall be performed by Tenant (hereinafter called "Tenant's Work") necessary to create a two level, Tenant first class, fully functional, performance hall with a capacity of approximately 2,800 spectators in a combination of portable and permanent seating (but not less than 2,500 spectators in a combination of portable and permanent seating). Tenant's Work shall not replace any fixtures include construction of the following items to the extent, and in the manner, provided for in the Tenant's Plans (as hereinafter defined): finished floors and finished ceilings, utility service hook-ups and distribution, construction of a performance stage, the installation of house lights and all life safety equipment and systems, the installation of a sound and lighting system that is appropriate for the use of the Premises as a first class live performance hall, the installation of any acoustic features selected by Tenant, the construction and installation of bathrooms, the construction of all doorways and exits, the construction of a box office, the construction of all appropriate "back of the house" facilities, such as a green room (or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”a space that is capable of being utilized as a green room), dressing rooms (with bathroom and shower facilities), bus parking areas, and loading docks and service areas, the construction of all appropriate "front of the house" facilities, such as sound board areas and lighting control boards, the construction of adequate storage areas, HVAC installation and distribution, sprinkler system installation, the construction of all interior partitions, finished walls, appropriate staircases and vertical transportation sufficient to serve the Premises, the Real Propertyinstallation of grease traps (at Tenant's election), service bar facilities and kitchen facilities, the Building systemsinstallation of all interior and exterior signage, or any part thereofincluding a theater style marquee sign, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralthe installation of all storefronts, fire exits and (b) does not (i) affect any part fire stairways, the construction of the Real Property outside demising wall of the Premises that is closest to Xxxxx Street (including the Building roof) or construction of both sides of such demising wall, from the exterior floor of the first floor of the Premises, (ii) affect any structural element to the underside of the Building, (iii) adversely affect any Building system, or (iv) require an amendment roof of the certificate Premises), the construction of occupancy for a permanent riser system on the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior second floor of the Premises, carpeting, the acquisition and installation of shelving and display cases) inside a portable riser system on the first floor of the Premises (“Cosmetic Alterations”at Tenant's election), provided Tenant complies with the other applicable provisions installation of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good service elevator that connects the first and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use second floors of the Premises shall not result in noise and/or odors being transmitted outside to the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by storage area of the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installationPremises located beneath Xxxxx Street, and shall remain upon the acquisition and be surrendered with the Premises, at the expiration installation of the Term (or the sooner termination of this lease in accordance with Excluded Personal Property. Tenant shall do and perform at its provisions) unless Landlord notifies Tenant expense all Tenant's Work diligently and in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workherein.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, 1. Tenant shall not replace any fixtures have the right to perform certain alterations and improvements in the Premises or make any changes(the “Initial Leasehold Improvements”). Notwithstanding the foregoing, improvementsTenant and its contractors shall not have the right to perform Initial Leasehold Improvements in the Premises unless and until Tenant has complied with all of the terms and conditions of Article 4 of the Lease, alterations or additions including, without limitation, approval by Landlord of (collectivelya) the final plans for the Initial Leasehold Improvements, “(b) the contractors to be retained by Tenant to perform such Initial Leasehold Improvements, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Leasehold Improvements. Tenant shall be responsible for all elements of the plans for the Initial Leasehold Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s Work”furniture, appliances and equipment), to and Landlord’s approval of such plans shall in no event relieve Tenant of the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentresponsibility therefor. Landlord’s consent approval of the contractors to perform the Initial Leasehold Improvements shall not be unreasonably withheld. Landlord’s approval of the general contractor to perform the Initial Leasehold Improvements shall not be considered to be unreasonably withheld or delayed if Tenant’s Work any such general contractor (a) is nonstructural, and (bi) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premiseshave trade references reasonably acceptable to Landlord, (ii) affect any structural element of the Buildingdoes not maintain insurance as required by Landlord, (iii) adversely affect any Building systemdoes not have the ability to be bonded for the work in an amount satisfactory to Landlord, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( cv) is not visible outside licensed as a contractor in the state and municipality in which the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall located. Tenant acknowledges the foregoing is not intended to be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior an exclusive list of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as reasons why Landlord may reasonably withhold its consent to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workgeneral contractor.

Tenant’s Work. In the event that Landlord permits Tenant to hire its own contractors for the performance of any Work, then in addition to the provisions of Section 5.1 Except as may be expressly provided in this lease9.01, the following shall apply: (i) prior to the commencement of the Work or the delivery of any materials to the Building, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenantsubmit to Landlord for Landlord’s Work”), to the Premisesapproval, the Real Propertynames and addresses of all contractors, the Building systemscontracts, or any part thereofnecessary permits and licenses, certificates of insurance (including, without Xxxxxxxxlimitation, Worker’s prior consent. Compensation, commercial general liability and adequacy of design insurance) and instruments of indemnification and waivers of lien against any and all claims, costs, expenses, damages and liabilities which may arise in connection with the Work, all in such form and amount as shall be satisfactory to Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, ; (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed all such Work shall be done only by contractors and subcontractors first or mechanics approved by Landlord (which approval shall not be unreasonably withheld withheld) and at such time and in such manner as Landlord may from time to time designate; (iii) upon completion of any Work, Tenant shall furnish Landlord with as-built plans, contractors’ affidavits, full and final waivers of lien, receipted bills covering all labor and materials expended and used in connection with such Work, and (iv) all such Work shall comply with all insurance requirements, all laws, ordinances, rules and regulations of all governmental authorities, and all collective bargaining agreements applicable to the Building, and shall be done in a good and workmanlike manner and with the use of good grades of new materials. Without limitation to the generality of the foregoing, under no circumstances shall Tenant be allowed to access any risers, the roof, or delayed)any life-safety systems without the express written consent of Landlord, and Landlord may require that Tenant use Landlord’s preferred contractor. Xxxxxxxx’s consent At all times during the term of this Lease, Tenant shall not be required ensure that all wiring and cabling that it installs within the Premises or Building complies with respect to such all provisions of local fire and safety codes, as well as with the National Electric Code. Further, upon the expiration or sooner termination of the Term, Tenant shall remove all wiring and cabling within the Premises and the Building (including the plenums, risers and rooftop) placed there by or at the direction of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpetingunless excused in writing by Landlord, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”)if Tenant fails to do so, provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, Landlord may remove same at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.

Tenant’s Work. Section 5.1 Except as Unless otherwise provided pursuant to written notice given by Landlord to Tenant prior thereto, Landlord shall allow Tenant access to the Building and Demised Premises on the date that Landlord reasonably believes to be the fifteenth (15th) day prior to Substantial Completion of Landlord’s Work, so that Tenant, at its sole risk and expense, may be expressly provided in this leaseenter the Building and Demised Premises to install Tenant’s Cabling and Tenant’s furniture, Tenant shall not replace any decorations, furnishings, trade fixtures and equipment (“Tenant’s FF&E”) in the Demised Premises necessary for conduct of its business as herein permitted. All such installation of Tenant’s Cabling, Tenant’s FF&E and any other work performed by Tenant or make any changes, improvements, alterations its contractors in or additions for the Demised Premises (collectively, collectively the “Tenant’s Work”)) shall be performed in compliance with all provisions and requirements of this Lease including, but not limited to, Section 3 of the Lease, and using qualified, licensed contractors reasonably acceptable to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentLandlord. Landlord’s consent The Tenant shall not be unreasonably withheld or delayed if engage any labor to perform Tenant’s Work (a) is nonstructural, and (b) does not (i) affect which conflicts with the type of labor engaged by Landlord to perform Landlord’s Work or any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of other work in the Building, (iii) adversely affect and Tenant shall cease use of any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval such conflicting labor immediately on Landlord’s request. Tenant shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of perform Tenant’s Work in such a manner so as are cosmetic alterations (such as painting not to damage, delay or interfere with Landlord’s Work. Any damage to Landlord’s Work or to the interior Demised Premises caused by Tenant and/or its Permittees shall be promptly repaired by and at the sole expense of the Premises, carpeting, and installation Tenant. Any failure of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies and/or its Permittees to comply with the other applicable provisions terms of this lease. Tenant’s Work Section shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it deemed a Tenant Delay (if the same shall result in a good delay in completion of Landlord’s Work) and worker-like manner using new materials may give rise to an Event of first class quality and in compliance with Default for purposes of this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by LandlordLease. As part Tenant shall not commence performance of any of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that of any of Tenant’s use of FF&E or other property in the Premises shall not result in noise and/or odors being transmitted outside the Demised Premises. Tenant, nor apply for any permits that would delay Landlord’s Work shall be or acquisition of permits therefor, until notified in writing by Landlord that Tenant may commence such activities. Tenant and its Permittees will fully paid for by Tenant when payment is due cooperate in (and shall not be financed interfere with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisionsdelay) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such TenantLandlord’s Work.

Tenant’s Work. Section 5.1 Except as may be expressly provided in Subject to the provisions of this Article, Article 3, all other provisions of this lease, Tenant shall not replace any fixtures and the rules and regulations of the building now or hereafter in the Premises or make any changeseffect, improvements, alterations or additions (collectively, “Tenant’s Work”), Owner's consent to the Premises, performance by Tenant of work ("Tenant's Work") consisting of nonstructural alterations to the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if demised premises in accordance with Tenant’s Work 's Plans (aas defined below) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed, provided that (i) Tenant is not then in default under this lease following any required notice and the expiration of any applicable cure period, (ii) Tenant's Work is not structural (except that Tenant shall have the right, subject to and in accordance with all of the provisions of this lease, including, without limitation, the obligation to remove same if requested by Owner, to install internal stairs between the contiguous full floors constituting the demised premises), (iii) the outside appearance of the building shall not be affected, (iv) Tenant's Work shall not affect any structural part of the building (except as provided in clause (ii) of this paragraph (a)), (v) no part of the building outside of the demised premises shall be affected, (vi) the mechanical, electrical, plumbing and other service and utility systems of the building shall not be materially and adversely affected, and (vii) Tenant's Work shall comply with the applicable provisions of this lease and law. Xxxxxxxx’s Notwithstanding the foregoing, Owner's consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (for decorative work within the demised premises such as painting painting, carpeting and wall covering, provided that the interior foregoing provisions of clauses (i) through (vii) of this paragraph are satisfied, prior notice of the Premises, carpetingwork in reasonable detail is provided to Owner, and installation the work shall not require the filing of shelving plans. Any Tenant's Work which is required to be performed by Tenant pursuant to any provision of this lease which is structural or which affects any mechanical, electrical, plumbing or other service or utility system of the building shall be performed in accordance with this Article and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the all other applicable provisions of this lease. Tenant’s Work shall be performed, or may, at Owner's option, be performed by Owner at Tenant’s expense, with diligence when started so as to promptly complete it 's expense (in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Workwhich event, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result pay Owner in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights theretoinstallments, in which case Tenant shall be obligated to remove such Tenant’s Workadvances, as the work progresses).

Tenant’s Work. Section 5.1 Except Upon Landlord's tender of possession of the Premises consistent with Sections 2.1 and 2.2 above and Tenant's receipt of Landlord's approval of Plans and of necessary governmental permits and approvals, as may be expressly referenced in the attached EXHIBIT C, Tenant, at its sole cost and expense, will promptly commence construction of its building and related improvements ("BUILDING") and installation of fixtures, equipment and other items of "Tenant's Work" as identified on the attached EXHIBIT C ("TENANT'S WORK"), and shall diligently pursue such work to completion. So long as Non-Disclosure Agreements are executed as provided in this leasesection 4 of the attached EXHIBIT C (in the form attached as EXHIBIT F), Tenant shall not replace any fixtures in submit to Landlord, for review and approval by Landlord and Sam's West, Inc. ("SAM'S") (and, if required by the Premises or make any changesWalMart Agreements, improvements, alterations or additions (collectively, “Tenant’s Work”Wal-Mart), Tenant's drawings showing the Building and site improvements to be constructed by Tenant, including the site plan, grading plan, landscaping plan, floor plan, parking plan and necessary elevations, before submitting the same to the Premises, City of Northlake (the Real Property, "CITY") for permits. Tenant will also provide to Landlord a good faith estimate of the total costs of construction of the Building systems(excluding furniture, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work fixtures and equipment (a"FF&E") which Tenant is nonstructural, and (b) does not (i) affect any part entitled to remove at the end of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Lease term). The Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises site improvements and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such other items of Tenant’s 's Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall will be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for constructed by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, at its sole expense (subject only to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of the attached EXHIBIT C concerning the Construction Allowance). Upon Tenant's or its employees, agents or contractors entering the Premises prior to the Commencement Date for any purpose (including without limitation, the performance of Tenant's Work), all covenants and conditions of this Article that Landlord relinquishes its rights theretoLease shall apply to the parties as if the Term had begun at such time, in with the exception of provisions as to Minimum Rent, Percentage Rent, Additional Rent and any other charges payable by Tenant, which case Tenant shall go into effect as of the Commencement Date, even if Tenant's Work is not completed; PROVIDED, however, the Commencement Date for the Term and for rental obligations shall be obligated to remove such delayed by one (1) day for each day, if any, that Tenant is delayed in the performance or completion of Tenant’s Work's Work by the actions or inactions of Landlord.

Tenant’s Work. Section 5.1 Except Tenant agrees, prior to the commencement of the term of this at Tenant's sole cost and expense, to perform all work of whatever nature in accordance with Tenant's obligations forth in Exhibit "C" as may "Tenant's Work". Tenant shall prepare and submit to Landlord store design and working drawings of Tenant's Work with respect to the leased premises prepared in the manner and within the time periods specified in Exhibit "C". No material deviations from the final plans and specifications, once approved by Landlord shall be expressly permitted. Landlord's review of Tenant's plans and specifications shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency. and shall in no event create an express or implied confirmation that Tenant's design and/or working drawings have been prepared in accordance with the requirements of applicable laws, codes, ordinances and regulations, and Tenant shall be solely responsible with respect to all necessary compliance with laws, codes, ordinances and regulations. In the event Tenant's plans and specifications, in the sole judgment of Landlord or Landlord's architect, are incomplete, inadequate or inconsistent with the terms of this Lease and/or do not conform to the standards of design, motif, decor and quality established or adopted by Landlord and/or would tend to create an imbalance with or be incompatible with adjoining premises, and/or would subject Landlord to additional costs or expenses in the performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the leased premises or the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining space in the building in which the leased premises are located, then, in the event Landlord determines that Landlord and Tenant are unable to agree upon store design drawings and, or working drawings Landlord shall have the option, upon ten (10) days' written notice to Tenant to declare this Lease null and void and of no further force and effect, in which event this Lease shall terminate, but Tenant shall remain liable for all obligations arising during the original stated term as provided in this lease, Lease. All work performed by Tenant shall not replace comply with such rules and regulations as Landlord and its representatives may make. It is further understood and agreed that: Landlord shall have no responsibility or liability whatsoever for any fixtures loss of, or damage to, any fixtures, equipment, merchandise, or other property belonging to Tenant, installed or left in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), leased premises. Tenant shall obtain at its sole cost and immediately thereafter furnish to Landlord all certificates and approvals with respect to work done and installations made by Tenant that may be required for the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part issuance of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the a certificate of occupancy for the Premises or leased premises, so that such certificate of occupancy shall be issued and the Building, ( c) is not visible outside leased premises shall be ready for the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such opening of Tenant’s Work as are cosmetic alterations (such as painting 's business on the interior Commencement Date. Upon the issuance of the Premisescertificate of occupancy, carpeting, a copy thereof shall be immediately delivered to the Landlord. Tenant hereby expressly agrees that the entry or occupancy of the leased premises by Tenant or Tenant's agents or contractors prior to the date herein fixed for the commencement of the term of this Lease shall be governed by and installation shall be subject to all of shelving the terms and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedLease, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises observe and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid perform all its obligations under this Lease, including, without limitation, its obligation to pay charges for by Tenant when payment is due temporary water, heating, cooling, lighting, insurance and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, other charges pursuant to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of Exhibit "C", but excepting its obligations to pay Minimum Rent, Percentage Rent, Taxes, common area maintenance expenses and annual promotional charge, from the date upon which the leased premises are made available to Tenant for its work (or from the date when Tenant commences to perform Tenant's Work, if earlier) until the actual commencement of the term of this Article that Landlord relinquishes its rights theretoLease pursuant to Section 1.02 hereof. From and after delivery of possession of the leased premises to Tenant, in which case Tenant shall be obligated to remove such complete Tenant’s Work.'s Work in the leased premises, and to cause Tenant's trade fixtures and merchandise to be installed and stocked in the leased premises and be ready to open for business as provided in Section 1.02 hereof. The opening by Tenant of Tenant's business in the leased premises shall constitute an acknowledgment by Tenant that Landlord has performed all of Landlord's Work with respect to the leased premises. ------- SEE ATTACHED RIDER FOR INSERTS

Tenant’s Work. Section 5.1 Except Tenant, at its sole cost and expense, but subject to payment of the Allowance (as may hereinafter defined) as provided under Paragraph 9 below, shall perform, or cause to be expressly provided in this leaseperformed, Tenant shall not replace any fixtures all work described in the lease as the “Tenant’s Work” and desired by Tenant for its initial occupancy of the Premises or make any changes, improvements, alterations or additions (collectively, herein also referred to as the “Tenant’s Work”), all in accordance with the Plans (as hereafter defined) submitted to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayeddelayed as described in Paragraph 3(b) below). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. The Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it constructed in a good and worker-like manner using new materials of first class quality workmanlike fashion, in accordance with the requirements set forth herein and in compliance with this leaseall applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the ADA and all Laws Building-related construction rules and regulations. Landlord’s review and approval of the Plans or any other submission of Tenant shall create no responsibility or liability on the part of Landlord for such compliance or for their completeness or design sufficiency. Tenant shall commence the construction of the Tenant’s Plans (Work promptly following completion of the pre-construction activities provided for in Paragraph 3 below. Tenant shall coordinate the Tenant’s Work so as defined in Section 5.2) avoid material or unreasonable interference with any activities being conducted by or on behalf of Landlord and/or other tenants at the Building from time to time. Notwithstanding anything to the contrary herein, as approved by Landlord. As part of Tenant’s Work, Landlord hereby agrees that Tenant shall soundproof have the Premises and install appropriate ventilation if required so that right, at Tenant’s use sole election, to install the following in the Lobby: (a) double glass doors with building standard glass located on the north wall of the Premises shall not result in noise and/or odors being transmitted outside Lobby (the Premises“North Wall Glass Doors”) and (b) a single glass door located on the south wall of the Lobby (the “South Wall Glass Door”). Tenant’s Work shall be fully paid for by Landlord and Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments hereby agree that become the property each of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove responsible for one-half (1/2) of the reasonable costs incurred by Tenant in manufacturing and installing the North Wall Glass Doors. Landlord shall reimburse Tenant for its one-half of such Tenant’s Workreasonable costs within thirty (30) days after demand therefore, along with copies of paid invoices.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leasei. Subject to the provisions of Articles 3, 61 and 64 hereof, Tenant shall perform or cause the performance of alterations in and to the Demised Premises to prepare same for Tenant’s occupancy thereof including, but not replace any fixtures in the Premises or make any changeslimited to, improvementsinstallation of all interior plumbing, alterations or additions and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings (collectively, “Tenant’s WorkInitial Alteration”)) and all furniture, furnishings and equipment to adapt the Demised Premises for the Permitted Use. All materials used in connection with Tenant’s Initial Alteration shall be new and first quality. Tenant shall submit to Owner detailed architectural, mechanical and engineering plans and specifications prepared by Xxxxx Xxxx Design showing Tenant’s Initial Alteration, which shall be prepared for Tenant, at Tenant’s expense, and to the Premisesextent not pre-approved shall be submitted to Owner at least thirty (30) days prior to the commencement of any work by Tenant, the Real Property, the Building systems, or any part thereof, without Xxxxxxxxfor Owner’s prior consent. Landlord’s consent shall approval (such approval not to be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwithheld, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld conditioned or delayed). Xxxxxxxx’s consent The plans and specifications, as approved by Owner, are hereinafter referred to as the “Final Plans”, and shall not be required with respect deemed an authorization by Owner for Tenant to proceed after the date hereof or such of earlier date as Owner may permit Tenant to have access to the Demised Premises for Tenant’s Work as are cosmetic alterations (such as painting the interior of the PremisesInitial Alteration, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work which shall be performed, at Tenant’s expenseoption, with diligence when started so as by Owner (pursuant to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2Paragraph ii below) as or by contractors reasonably approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises Owner and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant otherwise in accordance with the provisions terms of this Article Lease. The approval of the Final Plans by Owner shall not be deemed to create any liability on the part of Owner with respect to the design or specifications set forth in the Final Plans or an acknowledgment on the part of the Owner that Landlord relinquishes its rights theretothe Final Plans are in compliance with all applicable governmental laws, in which case Tenant rules and regulations. Owner shall be obligated respond to remove such Tenant’s Workrequest for approval of Tenant’s plans within ten (10) business days after receipt of such plans.

Tenant’s Work. Section 5.1 Except Tenant will engage, at its expense (except as may be expressly provided in this leasebelow), Tenant shall not replace any fixtures in its own architect or engineer to produce plans and specifications ("Plans and Specifications") for the "build-out" of the Premises required to prepare the Premises for the conduct of Tenant's business therein ("Tenant's Work"). Without limiting the generality of the foregoing, Tenant's Work shall also include the construction of all (i) demising walls within or make any changes, improvements, alterations or additions around the Premises; (collectively, “Tenant’s Work”), ii) common bathrooms and the corridors leading thereto and (iii) accessways leading to the Premises, excluding demising walls leading to the Real Propertyloading dock referred to in Section 1 above. The Plans and Specifications shall set forth, the Building systemsamong other things, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part specifications for the use, operation and testing of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, Tenant's emergency generator and associated fuel tank and (ii) affect any structural element the items of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for Tenant's Work which Tenant shall be required to remove from the Premises at the expiration or the Buildingearlier termination of this Lease ("Tenant's Removal Items"). Landlord shall provide, ( c) is not visible outside at Tenant's expense, temporary power to the Premises from existing sources during construction of Tenant's Work. Prior to the commencement of Tenant's Work, Tenant shall deliver the Plans and (d) is performed only by contractors and subcontractors first approved by Specifications to Landlord (for its written approval, which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent Landlord shall respond to Tenant's request for approval of its Plans and Specifications within ten (10) business days after receipt thereof; the failure of Landlord to respond within said period shall constitute approval of the Plans and Specifications. In the event that Landlord shall not approve the Plans and Specifications, Landlord shall notify Tenant of its objections thereto. Landlord and Tenant shall thereafter work cooperatively and in good faith to reach agreement upon mutually acceptable Plans and Specifications. Landlord shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, deemed to be improvements unreasonably withholding its consent to the Plans and betterments that become the property of Landlord at installationSpecifications if, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.among other things:

Tenant’s Work. Subject to the terms of this Section 5.1 Except as may 3.2.1, other applicable provisions of this Lease and Landlord’s consent, which consent shall not be expressly provided in this leaseunreasonably withheld, delayed or conditioned, Tenant may engage its own architects, engineers, consultants, general contractor and subcontractors to perform certain commercially reasonable improvements to (i) the 18 Cxxxxx Premises (the “18 Cxxxxx Tenant Improvements”) and (ii) the 14 Cxxxxx Premises (the “14 Cxxxxx Tenant Improvements, and together with the 18 Cxxxxx Tenant Improvements, the “Tenant Improvements”) in accordance with plans and specifications first approved by Landlord, which approval shall not replace any fixtures in be unreasonably withheld, conditioned or delayed (the Premises or make any changes“Tenant’s 18 Cxxxxx Work” and the “Tenant’s 14 Cxxxxx Work”, improvementsrespectively, alterations or additions (and collectively, the “Tenant’s Work”). The entire Tenant’s Work shall be performed in a good and workmanlike manner and in compliance with all applicable laws, and Tenant and Tenant’s architects, engineers, consultants, general contractor and subcontractors shall perform such Tenant’s Work in compliance with all reasonable rules and regulations adopted by Landlord from time to time. The Tenant’s 18 Cxxxxx Work and the Tenant’s 14 Cxxxxx Work, as applicable, shall each be deemed to be “Substantially Complete” with respect to the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, on the date that all of the Tenant’s 18 Cxxxxx Work or the Tenant’s 14 Cxxxxx Work, as applicable, has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, and which can be completed or remedied after Tenant takes possession of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, without causing material interference to Tenant’s use and occupancy of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable. Tenant shall obtain a certificate of occupancy with respect to the 18 Cxxxxx Premises and the 14 Cxxxxx Premises, as applicable, as issued by the applicable governing authority, and shall deliver such certificate of occupancy with respect to the 18 Cxxxxx Premises and the 14 Cxxxxx Premises, as applicable, to Landlord once received. As part of any such Tenant’s Work, Tenant shall use commercially reasonable efforts to minimize noise and/or odors being transmitted outside the 18 Cxxxxx Premises and the 14 Cxxxxx Premises. Prior to commencing any such Tenant’s Work, Tenant shall deliver to Landlord any such plans and obtain Landlord’s approval of the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentsame. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part approval of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval such plans shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to Before commencing any such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any state, federal or municipal governing body for such work, and (b) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the Premises following insurance coverages from each contractor and install appropriate ventilation if required so that subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of the Tenant’s use Work, (ii) commercial general liability insurance on a primary and non-contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, Landlord’s managing agent, Landlord’s property manager and any designated mortgagee of the Premises shall not result in noise and/or odors being transmitted outside 18 Cxxxxx Building and 14 Cxxxxx Building as additional insureds, and (iii) builders risk insurance for the Premises. full value of the Tenant’s Work shall be fully paid for performed by Tenant when payment is due such contractor and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Worksubcontractor.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leaseTenant shall, Tenant shall not replace any fixtures in at its sole cost and expense, complete all work necessary to prepare the Premises or make any changesfor occupation and operation for the Permitted Use, improvementssuch occupation to be evidenced by unconditional certificates of occupancy obtained by Tenant at its sole cost and expense from all applicable governing authorities, alterations or additions including without limitation all of the work identified as Tenant’s Work on the attached Exhibit B-1 (collectively, the “Tenant’s Work”). Tenant shall, within thirty (30) days of the date that this Lease is executed submit for Landlord’s approval, digital copies of all documents relating to all alterations and additions which Tenant plans to make to the Premises, including, without limitation, (i) design drawings (specifically including a colored rendering of the Real Propertyproposed storefront and signage, if any, a materials sample board, and the interior layout of the Premises) (collectively, “Design Drawings”) and (ii) working drawings and specifications for architectural, signage, electrical, mechanical, sprinkler, plumbing work and all other Tenant's Work within the Premises (collectively, “Plans and Specs”); and (iii) a list of all tenant's contractors and subcontractors (the “Tenant's Contractors”) (the Design Drawings, Plans and Specs and Tenant’s Contractors list are hereinafter collectively, the Building systems“Construction Documents”). Tenant's Design Drawings and Plans and Specs shall be prepared and sealed by an architect or engineer duly licensed in the state in which the Premises is located; and, if they are not, Landlord shall have the right to have its architect redraft, sign and seal the same at Tenant's cost and expense. Failure by Tenant to timely submit the Construction Documents shall constitute a default under this Lease. The Construction Documents shall be reviewed by Landlord within fifteen (15) days after having received all of the Construction Documents. Landlord may either (1) evidence its approval by endorsement to that effect by signature or initials on one (1) set of said Construction Documents and the return of such signed or initialed set to Tenant (whereupon such approved Construction Documents shall then constitute the “Final Construction Documents”), or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent (2) refuse such approval if Landlord shall not be unreasonably withheld or delayed if Tenant’s Work determine that the same (a) is nonstructuraldo not conform to the architectural theme of the Premises and surrounding area, including, without limitation, standards of design, motif and décor, established or adopted by Landlord; (b) does not (i) affect would subject Landlord to any part of the Real Property outside additional cost, expense or liability or would subject the Premises to any violation, fine or penalty; (including c) would in any way, adversely affect the Building roof) or the exterior reputation, character and/or nature of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and ; and/or (d) is performed only by contractors and subcontractors first approved by Landlord (provide for or require any installation or work which approval shall not be unreasonably withheld is, or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting might be, unlawful or create an unsound or dangerous condition or adversely affect the interior structural soundness of the Premises. If the Landlord refuses approval, carpetingany modifications or changes requested by Landlord shall be made by Tenant and, and installation within ten (10) days of shelving and display cases) inside such refusal, Tenant shall resubmit revised Construction Documents to Landlord for its approval in accordance with this Section. In the Premises (“Cosmetic Alterations”)event Tenant does not timely resubmit the Construction Documents, provided Landlord may place Tenant complies with in default. The foregoing process shall be repeated until the other applicable provisions Construction Documents are approved by Landlord. All of this lease. Tenant’s Work shall be performedcompleted in accordance with the Final Construction Documents. Tenant shall make no changes to the Final Construction Documents without, at Tenant’s expensein each instance, with diligence when started so as to promptly complete it in a good the prior written approval of Landlord; and worker-like manner using new materials of first class quality and in compliance with this lease, Tenant shall not commence any work until all Laws and Tenant’s Plans (as defined in Section 5.2) as Construction Documents have been approved by Landlord. As part Any revisions to the Final Construction Documents shall be subject to Landlord’s prior written approval. Tenant shall pay for any and all requested changes, substitutions or eliminations of the Final Construction Documents and the cost of Landlord’s review of any such changes, substitutions or eliminations. Tenant is solely responsible for timely preparation and submission of all Construction Documents to Landlord for approval and to the jurisdictional authorities for timely procurement of all necessary permits, for timely bidding and award of contracts and ordering of material and equipment, and for timely performance of all other acts necessary for Tenant to commence construction of Tenant's Work and to open the Premises for business when required by this Lease. Tenant acknowledges that failure to open the Premises for business as required hereunder renders Tenant liable to Landlord for late opening damages and for all other remedies available to Landlord under this Lease and at law or in equity. Tenant shall (i) take physical possession of the Premises on the Delivery Date, (ii) commence Tenant’s Work within fifteen (15) days thereafter, and (iii) diligently prosecute Tenant’s Work to completion within One Hundred Eighty (180) days after the Delivery Date. Notwithstanding anything to the contrary contained in any provision of this Lease, Tenant shall not be entitled to possession, nor shall any act of Tenant, be deemed to constitute possession of, nor to give to Tenant a possessory interest in, the Premises prior to the Delivery Date. Tenant shall work in harmony with Landlord and (whether union or non-union) the labor hired by Landlord or Xxxxxxxx's contractors and Tenant shall not employ or permit to be employed by Xxxxxx's contractors anyone whose presence is likely to cause labor disputes or work stoppages at the Premises. At all times during the course of the performance of Xxxxxx's Work, Landlord and the authorized representatives of Landlord (including Landlord’s lender) shall be afforded access to the Leased Premises for the purpose of inspecting the performance of Xxxxxx's Work, in such manner and at such times as shall not interfere therewith. Upon completion of Tenant's Work (and in any event no later than One Hundred Eighty (180) days after the Delivery Date), Tenant shall promptly deliver to Landlord: (a) a certificate from the Tenant’s architect or engineer certifying the completion of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use (b) a copy of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid unconditional permanent certificates (state and local) of occupancy for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.,

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace accept the Second Additional Premises in their as-is condition without any fixtures in obligation on the Premises or make Landlord’s part to perform any changesadditions, alterations, improvements, alterations demolition or additions other work therein or pertaining thereto; provided, however that prior to delivery of the Second Additional Premises to Tenant, Landlord shall, at Landlord’s sole cost and expense, without inclusion as Landlord’s Operating Expenses, complete demolition within the Second Additional Premises, complete certain premises entry work and perform certain work to infill certain of the skylights within the Second Additional Premises, which shall result in the addition of certain new space (but such work shall not result in any change to the Rentable Floor Area of the Second Additional Premises as described above), as further described in Exhibit C attached hereto and made a part hereof (collectively, the “TenantLandlord’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required Except with respect to such of the Landlord’s Work, Tenant, at its sole cost and expense, shall perform all work necessary, in Tenant’s Work judgment, to prepare the Second Additional Premises for Tenant’s occupancy in accordance with the plans and specifications prepared by Sierra Architects and attached hereto as are cosmetic alterations Exhibit D provided, however, that within thirty (such as painting the interior 30) days of the PremisesEffective Date, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. shall provide to Landlord for approval mechanical plans for Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans work stamped by XxXxxxxx Salvia (as defined in Section 5.2) as the plans at Exhibit D and the mechanical plans may be modified by any changes described below). If Tenant wishes to use a different architect, Tenant shall select an architect licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof have the Premises right to change, modify or amend such Plans, subject to (i) the reasonable approval by Landlord of such changes, modifications or amendments, and install appropriate ventilation if required so that Tenant’s use (ii) the payment of costs stipulated in Subsection 3.1(B) of the Premises shall not result Lease in noise and/or odors being transmitted outside connection with Landlord’s review of such amendments to the PremisesPlans. Tenant’s Work All such future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be fully paid for by provided to Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting within seven (7) business days of any security interests, liens, encumbrances or financing statements. TenantLandlord’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workreceipt.

Tenant’s Work. Section 5.1 Except Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy, and the Premises shall be delivered containing no improvements or property of any kind in its “as may be expressly provided is, where is” condition; provided, however, Landlord shall deliver the Premises with all Building systems serving the Premises in this lease, good working order and condition. Tenant shall not be provided one 50 AMP circuit connected to the existing generator servicing the third and fourth floors and Landlord will xxxx Tenant its pro-rated share of all operating, maintenance and repair costs associated with the generator. Tenant will have exclusive use of the UPS system currently in place on the third floor and will be solely responsible for the operation, maintenance and replacement of this equipment. In addition, Landlord, on the date of its execution of this Lease, shall execute a xxxx of sale transferring to Tenant (at no cost) ownership of the existing furniture in the Premises. Landlord makes no representations or warranties whatsoever regarding the generator, UPS system and Furniture, and Tenant agrees to accept such generator, UPS system and Furniture in its “as is” condition. Landlord will have no responsibility to replace any fixtures of the equipment associated with the generator or UPS system. Any connections to pipes, ducts and conduits for the mechanical, electrical and plumbing systems in the Building shall be made by Tenant, at Tenant’s sole cost and expense. All of the work to be performed in initially finishing and completing the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”)) shall be performed by Tenant pursuant to this Exhibit B and Article IX (and all other applicable provisions including insurance, damage and indemnification provisions) of the Lease and such work shall be deemed to be Alterations for all purposes of the PremisesLease; provided, however, that all such work involving structural, electrical, mechanical, glass/glazing, fire protection or plumbing work, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, heating ventilation and (b) does not (i) affect any part air conditioning system of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside and the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior roof of the PremisesBuilding shall, carpetingat Landlord’s election, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenantbe performed by Landlord’s Work shall be performed, designated contractor or subcontractor at Tenant’s expenseexpense (provided the cost therefor is reasonable and competitive). If Landlord elects not to so perform such work, with diligence when started so as then Landlord shall be paid a reasonable hourly fee for each hour (or portion thereof) Landlord or its designee spends in supervising such construction work. Landlord shall provide no Building standard items to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work taking of possession of the Premises shall be constitute Tenant’s acknowledgment that the Premises are in good condition and that all obligations of Landlord have been fully paid for by satisfied. Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. acknowledges that Tenant’s Work shall be deemedis being accomplished for its own account, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (having no responsibility or the sooner termination of this lease obligation in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workrespect thereof.

Tenant’s Work. Section 5.1 Except Tenant shall, as may be expressly provided in this leaseof the Actual Substantial Completion Date, commence the performance of the work ("Tenant's Work") necessary to prepare the Premises for Tenant's occupancy, and Tenant shall not replace any fixtures thereafter diligently prosecute the Tenant's Work to completion. Except for Landlord's Contribution, as set forth in the Premises or make any changesSection 3.5, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part all of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s 's Work shall be performed, performed at Tenant’s 's sole cost and expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant performed in accordance with the provisions of this Article Lease (including, without limitation, Section 5.14). Tenant shall take necessary reasonable measures to the end that Tenant's contractors shall cooperate in all reasonable ways with Landlord's contractors to avoid any delay in any work being performed by Landlord. In performing Tenant's Work, Tenant shall take all precautions necessary to protect the Building elevators (including, without limitation, installing padding on the walls and covering on the floor of said elevators) and the common areas of the Property, and shall be responsible for repairing any damage thereto resulting from Tenant's Work. In co11I1ection with the performance of Tenant's Work, Tenant shall submit to Landlord relinquishes its rights theretofor Landlord's approval an initial set of plans ("Initial Plans"), in which case progress plans from time to time ("Interim Plans") and a full set of constrnction drawings ("Final Plans") for Tenant's Work (collectively "the Plans"). The Plans shall contain at least the information required by, and shall conform to the requirements of, Exhibit B-2. Landlord's approval of the Initial Plans and the Interim Plans (and the Final Plans, provided that the Final Plans (i) are consistent with the Initial Plans and the Interim Plans, (ii) contain at least the information required by, and conform to the requirements of, said Exhibit B-2, and (iii) comply with Landlord's requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building) shall not be umeasonably withheld, conditioned or delayed. Landlord's approval is solely given for the benefit of Landlord under this Section 33, and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of Tenant's plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be obligated responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord agrees to remove such Tenant’s Work.respond to any Initial Plans within twenty-one (21) days ofreceipt thereof, to Interim Plans within ten (10) days of receipt thereof, and to Final Plans within fourteen (14) days of receipt thereof. If Landlord disapproves of any Plans, then Tenant shall have the Plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and resubmitted to Landlord. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition. Landlord shall respond to the resubmission of any Plans by Tenant within five

Tenant’s Work. Section 5.1 Except Tenant hereby acknowledges that Tenant is currently in possession of the Initial Premises and, without limiting any of the Landlord's obligations relating to the maintenance and repair of the Premises under this Lease, Tenant accepts the Initial Premises in their current "as-is" condition as may be expressly provided in of the date of this leaseLease. Notwithstanding the foregoing, Tenant shall not replace any fixtures have the right, at Tenant's sole cost and expense (subject to Landlord's contribution of such portion of the Tenant Improvement Allowance that may be designated by Tenant for inclusion in the Existing Premises or make any changesAllowance, improvementsfrom time to time, in accordance with Section 3.1 of this Tenant Work Letter), to construct certain alterations or additions and improvements to the Premises as more particularly described from time to time in the Approved Working Drawings (collectively, the “Tenant’s WorkTenant Improvements”), as such Approved Working Drawings are to be developed by Tenant in accordance with this Section 4 of this Tenant Work Letter (with all of the Premises, work of construction of the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralTenant Improvements, and (b) does not (i) affect any part all related demolition, mitigation of noise, fumes and dust in occupied portions of the Real Property outside Premises and other incidental work to be performed by or for Tenant pursuant to this Tenant Work Letter, sometimes collectively referred to herein as the "Existing Premises (including Work"); provided, however, that the Building roof) or Existing Premises Work excludes any and all alterations and improvements to the exterior of the Premises, (ii) affect any structural element Buildings included in the Basis of Design of the BuildingSite Modernization/Beautification Work (as such terms are defined in Exhibit B-4 to this Lease), (iii) adversely affect any Building system, or (iv) require an amendment all of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is which are to be performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of Site Modernization/Beautification Work Letter attached as Exhibit B-4 to this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkLease. EXHIBIT B-1 .

Tenant’s Work. Section 5.1 Except Tenant, at its expense, shall promptly make such repairs as may shall be expressly provided required by reason of (a) the performance or existence of Tenant's Work (which shall consist of all work performed by or at the expense of Tenant pursuant to Tenant's Plans, as first approved by Landlord, exclusive of Landlord's Work), (b) Tenant's (or its agents', employees' or invitees',) use or operation of the Land, the Building and/or the Premises, (c) the moving of Tenant's property in this leaseor out of the Building, or (d) the misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, invitees or contractors; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of the willful or negligent acts of Landlord, its employees, agents or contractors. Tenant, at its expense, shall replace any fixtures all scratched, damaged, or broken doors and glass in and about the Premises and shall be responsible for all repairs, maintenance and replacement of wall and; floor coverings in the Premises or make any changesexcluding all exterior walls, improvementsglass, alterations or additions (collectivelyetc., “Tenant’s Work”)and all common areas and for the repair and maintenance of all sanitary and electrical fixtures and equipment herein. All alterations, additions, and improvements to the Premises, the Real Propertyincluding, the Building systemsbut not limited to, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s 's Work, Tenant which constitute "fixtures" under Virginia law shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemedbecome, upon installationcompletion, to be improvements and betterments that become the property of Landlord. Tenant agrees to promptly report the cost of any such fixtures installed by Tenant to Landlord. Landlord shall furnish electric light bulbs or fluorescent tubes and ballasts in the fixtures at installationthe time of the original letting of the premises, and Tenant shall furnish such tubes, bulbs or ballasts thereafter. Landlord agreed that all personal property such as modular furniture shall remain upon and be surrendered with the Premises, property of Tenant at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workall times.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in cause its architect and/or engineer to prepare “Tenant’s Plans” for the initial improvements to be constructed on the Premises by Tenant for Landlord’s review and commercially reasonable approval, which approval shall not be unreasonably withheld, conditioned or make any changesdelayed. If Tenant’s Plans are not approved or rejected within ten (10) business days of delivery, improvementsTenant’s Plans shall be deemed approved. Once the Tenant’s Plans are approved (“Tenant’s Approved Plans”), alterations or additions the improvements to be constructed in accordance therewith are referred to herein as the “Initial Improvements”. Following the preparation and approval of Tenant’s Approved Plans, Tenant, at its sole cost and expense, subject to the Allowance (collectivelydefined below), shall construct the Initial Improvements in a good and workmanlike manner substantially in accordance with Tenant’s Approved Plans (“Tenant’s Work”), and obtain all necessary permits in connection with Xxxxxx’s Work. Prior to the Premisescommencement of the Initial Improvements, Tenant shall deliver to Landlord the Real Propertycontractor’s name, the Building systemsstate license number, or any part thereofa certificate of liability insurance naming Landlord and, without at Landlord’s option, Xxxxxxxx’s prior consentmortgagee as an additional insured. Landlord’s consent or comments on any such plans shall not be unreasonably withheld deemed an express or delayed if implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any laws, ordinances, or building codes. Tenant will, during the Term of this Lease, indemnify, protect, defend and hold Landlord and the Indemnified Parties (defined above), and the Premises harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Xxxxxx’s Work or any other alterations, improvements, or modifications to the Premises. Notwithstanding anything to the contrary herein, Tenant shall be responsible at Tenant’s Work (a) is nonstructuralsole cost and expense for all work, construction and (b) does not (i) affect any part of the Real Property outside installation in the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is but not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect limited to such of all Tenant’s Work and all fixtures, furniture, equipment and other office installations), subject to the Allowance. For the avoidance of doubt, and to ensure clarity, this Lease is a ground lease and Tenant shall be responsible for constructing the Building on the Property as are cosmetic alterations (such as painting the interior part of the Premises, carpeting, Initial Improvements. The Building and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the all other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be affixed improvements and betterments that structures on the Property shall become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration end of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkLease.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in construct those certain improvements to the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of duct work and generator installation in the Building, described as the Tenant's Work in the Work Letter, Exhibit A, which is attached hereto and made a part hereof, in accordance with the Plans (iii) adversely affect any Building system, or (iv) require an amendment of attached to the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayedWork Letter). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality workmanlike manner. The Tenant's Work shall be completed at Tenant's cost and in compliance with this leaseexpense, all Laws and Tenant’s Plans subject to Landlord's Contribution (as defined in Section 5.2) as approved by Landlordthe Work Letter). As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in In accordance with the provisions of this Article that Landlord relinquishes its rights theretoSection 11.4 of the Original Lease, in which case Tenant shall be obligated required, at its cost and expense, to: (i) remove, upon the expiration or earlier termination of the Lease: (A) the laboratory fixtures and equipment and any exhaust duct work for the operation of the laboratories installed as part of the Tenant's Work, including the fans from the roof of the Building, all hoods, and exhaust venting; (B) the generator and related appurtenances installed as part of the Tenant's Work; and (C) plumbing and electrical fixtures and other equipment (which is not located within the walls or under the floor of the Premises or the Building and is not common to a general office build-out), if any, installed within the Premises or the Building as part of the Tenant's Work; (ii) restore the Premises and the Building to broom-clean condition, reasonable wear and tear excepted; and (iii) repair any damage to the Premises or the Building resulting from such removal and restoration. Notwithstanding the foregoing, Tenant shall not be required to demolish or restore: (1) any plumbing fixtures or equipment within the walls of the Premises or the Building installed or constructed as part of the Tenant's Work; and (2) any electrical fixtures or equipment installed as part of the Tenant's Work which are considered common to a standard office build-out. If Tenant fails to remove any of the Tenant's Work referenced in subsections (A), (B) and (C) above or restore the Premises and/or Building to the condition required or repair any damage, then Landlord may perform such actions, and Tenant shall reimburse Landlord for any and all costs incurred by Landlord in connection therewith. Any other improvements to the Premises shall be made by Tenant at the sole cost and expense of Tenant’s Work.

Tenant’s Work. Section 5.1 Except as may be expressly provided A. Prior to Tenant’s commencing any work in this leasethe Demised Premises or the Building (including, without limitation, any structural work or work relating to the Building’s systems in the Demised Premises), Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), submit to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord for Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwritten approval, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed, all architectural and engineering drawings, plans and specifications (herein collectively referred to as “Tenant’s Plan”) for or in connection with the improvements, installations, additions, alterations and decorations to be made by Tenant (herein collectively referred to as “Tenant’s Work”). XxxxxxxxTenant shall also submit to Landlord for its written approval a list of contractors, subcontractors, architects, engineers and consultants (collectively, “Tenant’s Contractors”) and copies of contracts and subcontracts for Tenant’s Work (“Tenant’s Contracts”). Landlord’s approval of Tenant Contracts shall not be unreasonably withheld or delayed; provided, however, that Landlord may withhold its approval if labor is employed that is not harmonious or compatible with the labor employed by Landlord at the Building. Tenant’s Plan shall be fully detailed, shall show complete dimensions, shall not require any changes in the structure of the Building and shall not be in violation of any laws, orders, rules or regulations of any governmental department or bureau having jurisdiction of the Project. However, notwithstanding anything to the contrary contained in this Lease, Landlord’s approval of Tenant’s Plan shall not be construed to mean that Tenant’s Plan is, or that the alterations/improvements will be, in compliance with applicable law; that being Tenant’s sole responsibility. Tenant shall also be responsible to insure that all Tenant’s Contracts incorporate the necessary provisions of this Lease so that Tenant and Tenant’s Contractors are in full compliance with the terms herein. In no event shall Landlord’s review and approval of Tenant’s Contracts be deemed an approval of the terms contained (or not contained) therein. Any review or approval by Landlord of Tenant’s Plan is solely for Landlord’s benefit and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. Notwithstanding anything to the contrary contained in the foregoing, Landlord’s consent shall not be required for decorative or non-structural work of Tenant (other than non-structural work which by applicable law requires a permit or which affects any Building system or structure for which said non-structural work shall requite Landlord’s consent) costing less than $75,000.00 in the aggregate, which does not affect any Building systems or structure of the Building and for which does not require governmental signoffs. However, Landlord must receive no less than ten (10) business days written notice of said decorative or non-structural work along with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the PremisesPlan, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Contracts and proper certificates of insurance from the Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkContractor’s.

Tenant’s Work. In the event that Landlord permits Tenant to hire its own contractors for the performance of any Work, then in addition to the provisions of Section 5.1 Except as may be expressly provided in this lease9.01, the following shall apply: (i) prior to the commencement of the Work or the delivery of any materials to the Building, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenantsubmit to Landlord for Landlord’s Work”), to the Premisesapproval, the Real Propertynames and addresses of all contractors, the Building systemscontracts, or any part thereofnecessary permits and licenses, certificates of insurance (including, without Xxxxxxxxlimitation, Worker’s prior consent. Compensation, commercial general liability and adequacy of design insurance) and instruments of indemnification and waivers of lien against any and all claims, costs, expenses, damages and liabilities which may arise in connection with the Work, all in such form and amount as shall be satisfactory to Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, ; (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed all such Work shall be done only by union contractors and subcontractors first or mechanics approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent withheld) and at such time and in such manner as Landlord may from time to time designate; (iii) upon completion of any Work, Tenant shall not be required furnish Landlord with respect to as-built plans, contractors’ affidavits, full and final waivers of lien, receipted bills covering all labor and materials expended and used in connection with such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpetingWork, and installation of shelving and display cases(iv) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s all such Work shall comply with all insurance requirements, all laws, ordinances, rules and regulations of all governmental authorities, and all collective bargaining agreements applicable to the Building, and shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it done in a good and workerworkmanlike manner and with the use of good grades of new materials. Without limitation to the generality of the foregoing, under no circumstances shall Tenant be allowed to access any risers, the roof, or any life-like manner using new materials safety systems without the express written consent of first class quality Landlord, and Landlord may require that Tenant use Landlord’s preferred contractor. At all times during the term of this Lease, Tenant shall ensure that all wiring and cabling that it installs within the Premises or Building complies with all provisions of local fire and safety codes, as well as with the National Electric Code. Further, upon the expiration or sooner termination of the Term, Tenant shall remove all wiring and cabling within the Premises and the Building (including the plenums, risers and rooftop) placed there by or at the direction of Tenant, unless excused in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved writing by Landlord. As part of Without limitation to the remedies available to Landlord in the event that Tenant fails to comply with Tenant’s Workcabling and wiring removal and disposal obligation, Tenant shall soundproof forfeit such sums from the Premises Security Deposit (or otherwise pay to Landlord) an amount that Landlord reasonably believes necessary for the removal and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting disposal of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements such wires and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workcabling.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, The Tenant shall be responsible for all work to prepare the Premises for its occupancy not replace provided under Landlord’s Work including, but not limited to, the installation and cost of all its internal partitions, fixtures, electrical wiring, telecommunication cabling and plumbing costs, together with the cost of any fixtures modifications to the ceiling, light or heating ventilation and air-conditioning systems in the Premises or make Premises, as required by the Tenant’s occupancy, excluding any changes, improvements, alterations or additions Landlord’s Work provided for herein (collectively, the “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent The Tenant shall not also be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy responsible for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only cost of installing any special equipment required by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed)its occupancy. Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. The Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it completed in a good and worker-like manner using new materials workmanlike manner, subject to the prior written approval of first class quality and in compliance with this lease, all Laws and the Tenant’s Plans (as defined in Section 5.2) as approved plans by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises acting reasonably, as detailed and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result provided for in noise and/or odors being transmitted outside the Premises. Tenant’s Work paragraph 16.35 contained herein and shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant completed in accordance with the provisions Tenant Leasehold Improvement Manual attached as Schedule “H” to this Lease governing the Building’s rules and regulations for the coordination and construction of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such the Tenant’s Work. Tenant shall bear (i) the out-of-pocket costs of all the Landlord’s plan reviews and approvals in respect of the mechanical and electrical components of the Tenant’s Work in an amount not to exceed $9,000.00 (plus Sales Taxes), and (ii) the reasonable out-of-pocket costs incurred by the Landlord in retaining its base building or designated engineers) or consultant(s) to review and approve the plans for any other component(s) of the Tenant’s Work (save for the mechanical and electrical components as aforesaid), unless the Tenant engages the services of any such base building or designated engineer(s) or consultant(s) with respect to any such component(s) of the Tenant’s Work in which event the Tenant shall not be responsible for any costs incurred by Landlord in respect thereof. The Tenant shall not be responsible for any charges for electrical use or other security, management, supervision, or elevator use, or other special Landlord costs, during the construction of the Tenant’s Work or Landlord’s Work, prior to the Commencement Date. Landlord shall co-ordinate with the Tenant the use of one (1) service elevator for the Tenant’s use during its Fixturing Period.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leaseSubject to Landlord’s completion of Landlord’s Work, Tenant shall not replace any fixtures accept the Leased Premises in its as-is condition. All work affecting the Premises exterior appearance or make any changesstructural components of the Leased Premises, improvements, alterations or additions (collectively, shall be referred to herein as “Tenant’s 's Work”).” All of Tenant's Work shall be completed by Tenant at its expense. Before performing the Tenant's Work, to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Tenant shall obtain Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord 's written approval (which approval shall not be unreasonably withheld withheld, conditioned or delayed). Xxxxxxxx’s consent shall not be required with respect to such ) of Tenant’s Work as are cosmetic alterations (such as painting 's plans and specifications affecting the interior exterior appearance or structural components of the PremisesLeased Premises which shall include penetration through any roof, carpetingfloor, or exterior wall), shall deposit with Landlord certificates of insurance as required by this Lease, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies shall comply with the other applicable provisions of this lease. Tenant’s Work shall requirements which may be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved set forth herein or reasonably imposed by Landlord. As part Landlord shall use commercially reasonable, good faith efforts to approve or reject Xxxxxx's plans and specifications within thirty (30) calendar days of receipt. Xxxxxxxx's review of Tenant’s Work's plans and specifications are solely for Landlord's convenience, Tenant and Xxxxxxxx's approval of such plans and specifications shall soundproof not constitute evidence of compliance of such plans with any applicable local or state governmental code or regulation governing the Premises and install appropriate ventilation if required so that same or the adequacy thereof for Tenant’s 's proposed use of the Premises shall not result in noise and/or odors being transmitted outside the Leased Premises. Tenant agrees to file for permits required for the Tenant’s 's Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting within five (5) calendar days of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property such final Landlord approval of Landlord at installationXxxxxx's plans, and to diligently pursue such permits. Landlord shall remain upon and be surrendered cooperate with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions Tenant's pursuit of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workpermits.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part shall be installed in a manner that conforms with the Premises Contractor’s and/or subcontractor’s schedule for completion of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leaseImprovements. Tenant’s Work shall be performedhandled in such a manner as to maintain harmonious labor relations and as not to interfere with or delay construction of the TI Work or other Landlord work for other tenants in the Building. Consistent with the provisions of this Section, at Tenant’s expenseWork may be done in the Premises at any time, 24 hours a day, 7 days a week, and Tenant and its agents performing Tenant’s Work shall have access to the Premises at any time; provided that work that generates noise at a level reasonably determined by Landlord to be prohibited by its rules shall only be performed during the period between 7:00 AM through 7:00 PM. No portion of the TI Work shall be dependent upon completion of any Tenant’s Work and the TI Work shall have priority over any Tenant’s Work; provided Landlord shall cause the Premises Contractor to use commercially reasonable efforts (which shall not include increased costs or liability to Landlord) to cooperate with diligence when started Tenant so as to promptly complete it allow completion of Tenant’s Work in a good timely and worker-like efficient manner using new materials of first class quality without unreasonable delay or additional material cost. The contractors, subcontractors and in compliance with this lease, all Laws and materialmen performing Tenant’s Plans Work shall be subject to prior reasonable approval by Landlord and shall be subject to the reasonable administrative supervision of Landlord and reasonable and customary non-discriminatory rules of the site. In no event will a decision not to use non-union contractors if the Building or Building is a union site be discriminatory. Contractors, subcontractors and materialmen performing Tenant’s Work shall take all necessary steps to insure, so far as may be possible, the progress of the work without interruption on account of strikes, work stoppage or similar causes for delay. In the event that the contractors or subcontractors performing Tenant’s Work do not promptly cause any pickets to be withdrawn and all other disruptions to the operations of the Building promptly to cease, or in the event that Landlord notifies Tenant that Landlord has in good faith concluded that picketing or other disruptive activities are an imminent threat, Tenant shall immediately cause the withdrawal from the job of all its contractors, subcontractors or materialmen involved in the dispute. Any delay caused to the Premises Contractor attributable to Tenant’s Work shall constitute Tenant Delay (as defined in Section 5.29 below) as approved by Landlord. As part of Tenant’s Workand in addition to the obligations set forth elsewhere herein, Tenant shall soundproof the Premises be obligated to pay all cost and install appropriate ventilation if required so that Tenant’s use expense incurred by Landlord in connection therewith, including lost rental income. No portion of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall taken into account in determining whether or not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkPremises are Substantially Complete.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leaseAt its expense, Tenant shall not replace any fixtures in cause the Premises or make any changesto be built-out substantially in accordance with final plans (the design development drawings and specifications relating to the Tenant Improvements) to be signed by the Landlord and Tenant and attached hereto as EXHIBIT D (the "Final Plans"). The work to be constructed in accordance with the Final Plans is hereinafter referred to as the "Tenant Improvements" and shall be at a total cost, improvementsincluding all soft costs relating to the Tenant Improvements, alterations or additions (collectivelyincluding, “Tenant’s Work”)without limitation, architect fees, legal fees and permits, to Tenant of no less than One Million Dollars ($1,000,000). Tenant shall pay all of the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentcosts associated with preparing such Final Plans. Landlord’s consent Landlord shall not be unreasonably withheld or delayed if responsible for interior design costs including, e.g., furniture, office systems, etc., all of such costs shall be the sole responsibility of Tenant’s Work (a) is nonstructural. Tenant shall cause the Tenant Improvements to be installed with all due diligence in accordance with the Final Plans by Xxxxx-Xxxxxxxx Construction, and (b) does not (i) affect any Inc. in a first-class workmanlike manner. Tenant shall use reasonable efforts to substantially complete the Tenant Improvements as soon as possible after the date it receives possession of the Property, which in no event shall be later than the Date of Lease. Once installed, the Tenant Improvements shall be part of the Real Property outside Premises and the sole property of Landlord, except that Tenant may remove from the Premises (including the Building roof) or the exterior of the Premisesits personal property, (ii) affect any structural element of the Buildingequipment, (iii) adversely affect any Building systemtrade fixtures, or (iv) require an amendment of the certificate of occupancy for furniture and moveable partitions. Landlord shall have no obligation to improve the Premises or prior to the BuildingCommencement Date, ( c) is not visible outside except as hereinbefore provided, and, thereafter, only as specifically required by this Lease. Except to the Premises extent attached hereto as EXHIBIT D and (d) is performed only by contractors and subcontractors first approved by hereby approved, Tenant shall submit the Final Plans to the Landlord (as soon as they are completed for Landlord's approval, which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect In the event the Landlord fails to approve or object to such plans by written notice to Tenant within five (5) days of Tenant’s Work as are cosmetic alterations Landlord's receipt of such Final Plans, then the Landlord shall have been deemed to have approved such Final Plans. Tenant shall enter into a construction contract with Xxxxx-Xxxxxxxx Construction, Inc. (such as painting the interior "Construction Contract") and shall perform all of its obligations thereunder in timely fashion. Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all claims for amounts due Xxxxx-Xxxxxxxx Construction, Inc. under the Construction Contract, including, without limitation, Landlord's reasonable attorneys' fees. Tenant will cause the architect to certify to Landlord upon completion of the PremisesTenant Improvements, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided that such Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant Improvements have been constructed substantially in accordance with the provisions Final Plans, as modified by change orders pursuant to subparagraph (c) hereof. Tenant agrees to assign to Landlord Tenant's rights under the Construction Contract and any warranties relating to equipment which is a part of this Article that the Tenant Improvements (if they are assignable) to the extent such assignment is necessary in Landlord's reasonable opinion to protect the Landlord relinquishes with regard to any condition of the Building which involves the Tenant Improvements constructed pursuant to the Construction Contract. Tenant will cooperate with Landlord in its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workpursuit of any claims under the Construction Contract or the Warranties.

Tenant’s Work. Section 5.1 Except as Tenant may be expressly provided in this lease, Tenant shall not replace undertake any fixtures in work it desires on the Building or on the Premises (not including any enlargement of the Building or make any changes, improvements, alterations or additions creation of additional structures on the Land outside of the Building) (collectively, herein referred to as “Tenant’s Work”), at its expense, and in a good and workmanlike manner in accordance with “Plans and Specifications” (as hereinafter defined) which have been prepared at Tenant’s expense and which have Landlord’s written approval prior to the Premisescommencement of Tenant’s Work, the Real Propertysuch approval not to be unreasonably withheld. Among other items, the Building Landlord’s review of said Plans and Specifications may include potential impact on, and potential upgrades required to, base building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent approval of Tenant’s Plans and Specifications, if given, shall not be unreasonably withheld deemed or delayed if construed as a representation by Landlord that said Plans and Specifications comply with applicable law, or are adequate or appropriate for Tenant’s Work requirements. Further, Landlord’s approval of Tenant’s Plans and Specifications, if given, may be conditioned upon Tenant payment for upgrades to base building systems required or necessitated by Tenant’s Work, or upon a requirement that all or a portion of the Premises be separately metered or check metered for water or electrical consumption, or upon such other reasonable conditions as Landlord may impose. All of the foregoing work and all work Tenant may undertake pursuant to Sections V (a) is nonstructuralb), and VI (b) does not and XIII of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. Tenant agrees to employ for any work it may do of a material nature pursuant to Section V (ib), VI (b) affect any part and XIII of the Real Property outside this Lease, one or more responsible contractors or skilled in-house maintenance personnel. Tenant shall require all contractors employed by Tenant to carry Worker’s Compensation Insurance in accordance with statutory requirements and to carry Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or about the Premises (including and the Building roofin amounts not less than Two Million Dollars ($2,000,000) combined single limits for property damage, for injury or death of more than one person in a single accident, and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work, which name Landlord as an additional insured thereunder as its interest may appear. Landlord may, during the exterior term of this Lease, increase the Premisesminimum insurance amount to such number as may be commercially reasonable under the then current circumstances. Tenant agrees to indemnify and hold harmless Landlord and its management agent from all claims, (ii) affect any structural element actions, demands and causes of the Building, (iii) adversely affect any Building system, actions occasioned by Tenant’s contractors being on or (iv) require an amendment of the certificate of occupancy for about the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of from Tenant’s Work contractors performing work in the Premises, including, but not limited to, any claims, actions, demands or causes of action asserted by any other tenants in the Building against Landlord as are cosmetic alterations (such as painting a result of breach of covenant of quiet enjoyment. All contractors, subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the interior improvement of the Premises, carpetingshall be and are hereby given notice that Tenant is not authorized to subject Landlord’s interest in the Premises or the Building to any claim for mechanics’, laborers’ and materialmen’s liens, and installation of shelving and display cases) inside all persons dealing directly or indirectly with Tenant may not look to the Premises (“Cosmetic Alterations”), provided Tenant complies with or the other applicable provisions of this leaseBuilding as security for payment. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises save Landlord harmless from and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interestsagainst all expenses, liens, encumbrances claims or financing statements. Tenant’s Work shall be deemed, upon installation, damages to be improvements and betterments that become the either property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration or person which may or might arise by reason of the Term (or the sooner termination making of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights theretoany such additions, in which case Tenant shall be obligated to remove such Tenant’s Workimprovements, alterations and/or installations.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), changes to the Premises, the Real PropertyBuilding, the Building systems, or any part thereof, thereof (collectively “Tenant’s Work”) without XxxxxxxxLandlord’s prior consent. Landlord acknowledges and agrees that Tenant may make the changes to the Premises set forth on Exhibit D. Further, Tenant may make additional improvements to the Premises, subject to Landlord’s consent consent, which shall not be unreasonably withheld or delayed if delayed, provided that such additional Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, ; (ii) adversely affect any structural element of the Building, ; (iii) adversely affect any Building system, ; or (iv) require an amendment of to the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by licensed and insured contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior that affects a Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”approved contractors or subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord). As part If Tenant’s Work consists only of the installation of Tenant’s WorkProperty in the Premises, Tenant shall soundproof the Premises and install appropriate ventilation if required so that a change affecting only Tenant’s use Property in the Premises, or the painting, carpeting or decorating of the Premises Premises, Landlord’s consent shall not result in noise and/or odors being transmitted outside the Premises. be required, provided (i) Tenant gives Landlord ten (10) Business Days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall be fully paid for by Tenant when payment is due apply and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. (iii) such Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term does not violate clauses (a) or the sooner termination (b) of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkSection 5.1.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leasei. Subject to the provisions of Articles 3, 6l and 64 hereof, Tenant shall perform or cause the performance of Alterations in and to the Demised Premises to prepare same for Tenant's occupancy thereof including, but not replace any fixtures in limited to, installation of all interior plumbing, and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings, distribution of electric (Owner shall provide 6 xxxxx per rentable square foot connected load exclusive of HVAC) and distribution of HVAC (Owner shall provide perimeter HVAC) ("Tenant's Initial Alteration") and all furniture, furnishings and equipment to adapt the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed)Permitted Use. Xxxxxxxx’s consent shall not be required All materials used in connection with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work 's Initial Alteration shall be performednew and first quality. Tenant shall submit to Owner detailed architectural, mechanical and engineering plans and specifications showing Tenant's Initial Alteration, which shall be prepared by Tenant, at Tenant’s 's expense, with diligence when started so as and to promptly complete it in a good the extent not pre-approved shall be submitted to Owner on or before ten days after the date hereof for Owner's approval. The plans and worker-like manner using new materials of first class quality and in compliance with this leasespecifications, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s WorkOwner, Tenant shall soundproof are hereinafter referred to as the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation"Final Plans", and shall remain upon be deemed an authorization by Owner for Tenant to proceed after the Commencement Date or such earlier date as Owner may permit Tenant to have access to the Premises for Tenant's Initial Alteration, which shall be performed by Owner (pursuant to Paragraph ii below) or by contractors reasonably approved by Owner and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant otherwise in accordance with the provisions terms of this Article Lease. The approval of the Final Plans by Owner shall not be deemed to create any liability on the part of Owner with respect to the design or specifications set forth in the Final Plans or an acknowledgment on the part of the Owner that Landlord relinquishes its rights theretothe Final Plans are in compliance with all applicable governmental laws, in which case Tenant shall be obligated to remove such Tenant’s Workrules and regulations.

Tenant’s Work. Section 5.1 5.1. Except as may be expressly provided in this leaseset forth herein, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereofnot, without Xxxxxxxx’s Landlord's prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwritten approval, and (b) does not in each instance, make (i) affect structural changes or alterations in or to the Demised Premises of any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premisesnature, (ii) changes or alterations which affect any structural element of the Building's systems, which term shall include, without limitation, the Building's utility, plumbing, ventilating, electrical, air conditioning or heating systems or (iii) adversely affect non-structural changes or alterations costing more than $75,000 in the aggregate in any Building systemtwelve (12) month period. Prior to Tenant's commencing the Initial Tenant's Work described in Section 3.5 above, or (iv) require an amendment of any other work in the certificate of occupancy Demised Premises for the Premises or the Buildingwhich Landlord's prior approval is required, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Tenant shall submit to Landlord for Landlord's written approval (which approval shall not be unreasonably withheld or delayedfor non-structural work which does not affect any Building systems), complete drawings, plans and specifications, if any, (herein collectively referred to as "Tenant's Plan") for the improvements and installations to be made by Tenant (said Initial Tenant's Work, together with all other work contemplated in this Article 5 is herein collectively referred to as "Tenant's Work"). Xxxxxxxx’s consent Tenant shall not also submit to Landlord for Landlord's written approval (x) the proposed budget (updated as any work progresses) for all Tenant's Work to be required with respect made by Tenant and (y) a list of contractors and subcontractors for Tenant's Work. Upon request, Tenant agrees to such employ Landlord's contractor to perform any part of Tenant’s Work as are cosmetic alterations (such as painting with respect to the interior Building's systems or the exterior of the Premises, carpeting, and installation of shelving and display cases) inside the Demised Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part and/or any structural aspect of Tenant’s Work, . Tenant shall soundproof acknowledges that said Landlord's contractor may be a related party to Landlord and Tenant has no objection thereto so long as the Premises and install appropriate ventilation if required so cost of such work does not exceed that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premiseswhich Tenant would be obligated to pay an unrelated party. Tenant’s Work 's Plan shall be fully paid for by Tenant when payment is due detailed, shall show complete dimensions, shall not require any changes in the structure of the Building (except as expressly permitted pursuant hereto) and shall not be financed with any conditional sales or title retention agreements or by the granting in violation of any security interestslaws, liensorder, encumbrances rules or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property regulations of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration any governmental department or bureau having jurisdiction of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkDemised Premises.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changesinstallations, improvementsalterations, alterations additions, or additions (collectively, “Tenant’s Work”), improvements in or to the Premises, the Real Property, the Building systems, or any part thereofincluding, without Xxxxxxxx’s limitation, any apertures in the walls, partitions, ceilings or floors, without on each occasion obtaining the prior consentwritten consent of Landlord. Any such work so approved by Landlord shall be performed only in accordance with plans and specifications therefor approved by Landlord. Notwithstanding the foregoing, Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work required (abut prior written notice to Landlord shall be required) is nonstructural, and (b) does not with respect to de minimis alterations which (i) affect any part of the Real Property outside the Premises are not structural in nature, (including the Building roofii) or are not visible from the exterior of the Premises, (ii) affect any structural element building of which the BuildingPremises are a part, (iii) adversely do not affect any Building systemor require modification of the building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is do not visible outside cost more than $25,000 in aggregate in any calendar year. Tenant shall procure at Tenant’s sole expense all necessary permits and licenses before undertaking any work on the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to perform all such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it work in a good and worker-like workmanlike manner using new employing materials of first class good quality and in compliance so as to conform with this leaseall applicable zoning, building, fire, health and other codes, regulations, ordinances and laws and with all Laws and Tenant’s Plans (as defined in Section 5.2) as approved applicable insurance requirements. If requested by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so furnish to Landlord prior to commencement of any such work a bond or other security acceptable to Landlord assuring that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for any work by Tenant when payment is due and shall not will be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant completed in accordance with the provisions of this Article approved plans and specifications and that Landlord relinquishes its rights thereto, in which case all subcontractors will be paid. Tenant shall be obligated employ for such work only contractors approved by Landlord and shall require all contractors employed by Tenant to remove carry worker’s compensation insurance in accordance with statutory requirements and commercial general liability insurance covering such Tenant’s Workcontractors on or about the Premises with a combined single limit not less than $3,000,000 and shall submit certificates evidencing such coverage to Landlord prior to the commencement of such work. Tenant shall indemnify and hold harmless Landlord from all injury, loss, claims or damage to any person or property occasioned by or growing out of such work. Landlord may inspect the work of Tenant at reasonable times and given notice of observed defects. Upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts and proof of payment for all labor and materials.

Tenant’s Work. Section 5.1 Except as Tenant may be expressly provided in this lease, Tenant shall not replace any fixtures in enter into occupancy of the Premises or make immediately after execution of this Lease, and prior to the completion of Landlord’s Work. If there is any changes, improvements, alterations or additions work to be performed by Tenant (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Tenant shall coordinate that work with Landlord’s consent Work, and each party shall make reasonable efforts to not be unreasonably withheld or delayed if interfere with the work of the other party. Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first set forth in Exhibit E hereto has been approved by Landlord. Tenant’s Work not set forth in Exhibit E shall require the written approval of Landlord (prior to the commencement of such work, which approval shall not be unreasonably withheld or delayed. All of Tenant's Work and the installation of equipment shall: (a) at all times comply with all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental authorities, agencies, offices, departments, bureaus and boards having jurisdiction thereof and of the applicable insurance rating bureau; (b) be performed in compliance therewith and with the plans and specifications previously reasonably approved by Landlord and in good and first class workmanlike manner; (c) be performed in such manner as not to impose any additional expense upon Landlord in the construction, maintenance or operation of the Building, or, if additional expense is incurred by Landlord as a result of the construction of the addition to the Building, such additional expense shall be paid by Tenant to Landlord twenty-five percent (25%) at construction commencement, fifty percent (50%) at the half-way point of such construction, and twenty-five percent (25%) within thirty (30) days after substantial completion; (d) be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Building or interfere with Building construction or operation; and (e) be performed by contractors or workers first reasonably approved by Landlord. With respect to all Tenant’s Work, Tenant further agrees as follows: Tenant’s Work shall commence only after all required municipal and other governmental permits and authorizations have been obtained (the Landlord agrees to join in any application and/or proceedings therefor and reasonably cooperate with Tenant). Xxxxxxxx, at Tenant’s consent expense whenever necessary, and all such work shall not be required done in compliance with any applicable building and zoning laws and with all applicable other laws, ordinances, regulations and requirements of all federal including the Americans With Disabilities Act (“ADA”), state and municipal agencies, and in accordance with any applicable requirements and policies issued by any insurer of Tenant with respect to such the amount and type of insurance to be carried with respect to Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Work; that Tenant’s Work shall be performed, prosecuted with reasonable dispatch to completion; that at all times when Tenant’s expenseWork is in progress, with diligence when started so Tenant shall maintain or cause to be maintained adequate worker’s compensation insurance as to promptly complete it required by law for those employed in a good connection therewith and worker-like manner using new materials commercial general liability or builder’s risk insurance (for mutual benefit of first class quality Tenant and Landlord) in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as coverages reasonably approved by Landlord. As part Tenant shall not permit any mechanics’ liens, or similar liens, to remain upon the Premises for labor and materials furnished to Tenant or claimed to have been furnished to Tenant in connection with Tenant’s Work of any character performed or claimed to have been performed at the direction of Tenant, and shall cause any such lien to be released of record or sufficiently bonded off within thirty (30) days without cost to Landlord. To that end, Tenant shall, upon completion of Tenant’s Work, certify to Landlord upon written request that all contractors, subcontractors and other independent contractors have been paid in full, except as to those contractors, subcontractors and other independent contractors with whom Tenant has a bona fide dispute. In the event Tenant has a bona fide dispute with any such contractor, subcontractor or independent contractor, Tenant shall soundproof notify Landlord of the identity of such contractor and the amount of the bona fide dispute, but Tenant shall not be relieved of its obligation not to permit any mechanics’ liens, or similar liens, to remain upon the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with to cause any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, such lien to be improvements and betterments that become the property released of Landlord at installationrecord or sufficiently bonded within thirty (30) days, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of all as set forth in this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkSection 3.03.

Tenant’s Work. Section 5.1 Except as may be 3.2.1. All work not expressly provided herein to be done by Landlord shall be performed by Tenant in this leaseorder to complete the Premises for its Permitted Use (hereinafter called "Tenant's Work") including, but not limited to, all work designated as Tenant's Work in Exhibit B, and Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, do and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, perform at Tenant’s expense's sole cost and expense all Tenant's Work diligently and promptly, with diligence when started so as to promptly complete it in a good and workerxxxxxxx-like manner using new materials of first class quality and manner, in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.23.5.1) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article herein. Without limiting the foregoing, Tenant hereby acknowledges and agrees that Landlord relinquishes its rights theretounless expressly provided to the contrary in Exhibit B, in which case Tenant shall be obligated responsible, as part of Tenant's Work and at Tenant's sole cost and expense, to remove all property at the Premises, demolish (e.g., demolish the applicable interior finishes and facades of) the Premises, as may be necessary, construct the entire Premises structure, if applicable, and perform such other work that might otherwise traditionally be performed by a landlord including, but not limited to, the running and stubbing of all utilities to the Premises, and all of the traditional tenant finishings. For the purposes of clarity, Tenant shall not demolish or modify any structural supports, tension cables and wires or any utility systems or equipment servicing spaces other than the Premises or other items that are part of the support system or infrastructure of the Hotel Complex without the prior written consent of Landlord given in its sole and absolute discretion. Any roof work including roof penetrations shall be performed by Landlord's contractor but at Tenant’s 's expense. If requested by Landlord, Tenant shall provide construction budgets with line item break-downs acceptable to Landlord and reasonable evidence of funds to be expended to complete Tenant's Work. Notwithstanding anything to the contrary contained herein, each and every aspect of Tenant's Work shall in all respects be subject to the prior written approval of Landlord, and shall be in accordance with the standards of a first class resort/casino/entertainment facility using materials consistent with Tenant's most first-class design standard (as reasonably determined by Landlord) and shall be completed promptly pursuant to the requirements of this Lease. Tenant agrees that the minimum construction budget for Tenant's Work excluding the costs of pre-opening marketing, inventory, payroll, training or any ancillary startup costs, is expected to be at least the Tenant's Work Budget; provided, however, that in the event the construction bids are lower than the expected Tenant's Work Budget and Tenant is able to perform Tenant's Work in accordance with the approved plans and specifications and in accordance with the standards of a first- class resort/casino/entertainment facility for less than the Tenant's Work Budget, Tenant shall not be required to spend the full Tenant's Work Budget.