Common use of Completion by Landlord Clause in Contracts

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.

Completion by Landlord. (a) The Premises shall be completed by Landlord in accordance with the plans plans, which shall include but not be limited to civil, architectural, structural, mechanical, electrical, plumbing and fire protection plans, attached hereto as Exhibit B "B" (herein called the "Plans") and the specifications attached hereto as Exhibit C "C" (herein called the "Specifications") and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”(collectively, "Landlord's Work"). All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined belowhereinafter defined) promptly and with due diligence in accordance with the time periods set forth herein, ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s 's contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s 's contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “collectively, "Force Majeure Delay”Events"). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all Permitted Encumbrances (as hereinafter defined), applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s 's own risk, expense and responsibility, responsibility at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and measurements, installing its furnishings and equipmentequipment and performing the work described on Exhibit "D" attached hereto (collectively, "Tenant's Work"); provided that Tenant, in so doing, shall not unreasonably interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s 's written consent, not to be unreasonably withheld, conditioned or delayed consent prior to installing any furnishings fixtures not expressly authorized hereby. (b) Tenant may request changes to the Plans or equipmentSpecifications. Prior Landlord shall have the right to approve or disapprove such requested changes in the exercise of its reasonable discretion. In no event shall Landlord be required to approve a requested change if, in Landlord's sole judgment, the requested change will result in a construction delay in excess of forty-five (45) days. Within fifteen (15) days after Tenant shall request a change to the Plans and Specifications, Landlord shall notify Tenant in writing as to whether the change requested by Tenant will, in Landlord's reasonable and good faith judgment, entail additional construction costs and/or additional construction time. If, in Landlord's reasonable and good faith judgment, such changes will entail additional construction costs and/or additional construction time, such written notice shall contain Landlord's reasonable estimate of the additional construction costs and/or additional construction time that the same will entail. If Landlord shall not so notify Tenant within such fifteen (15) day period, then: (i) the Plans and Specifications shall be changed as set forth in Tenant's request ; (ii) Tenant shall not be obligated to pay any additional construction costs as a result of such changes; and (iii) The scheduled completion date (as otherwise extended in accordance with the terms hereof) shall not be modified as a result thereof. If Landlord shall so notify Tenant that the changes will entail additional construction costs and/or additional construction time, Tenant shall notify Landlord in writing within three (3) business days after such determination as to whether Tenant wishes to make the changes in question. If Tenant shall not so notify Landlord, it shall be conclusively deemed that Tenant has elected to withdraw the proposed change in the Plans and Specifications. If Tenant shall notify Landlord that Tenant nonetheless wishes to make the change in question, then: (i) Landlord's Plans and Specifications shall be changed as set forth in Tenant's request; (ii) Tenant agrees to begin paying rent under this Lease as of the date, reasonably determined by Landlord, that Substantial Completion would have been achieved but for Tenant's requested changes; (iii) to the extent that Landlord shall incur additional construction costs resulting from such changes, Tenant shall pay to Landlord, as and when Landlord incurs the same, the actual and direct amount of such additional construction costs except to the extent they exceed Landlord's original good faith estimate by more than fifteen percent (15%) in which event Tenant shall only be responsible for the first fifteen percent (15%) of the construction costs that are in excess of Landlord's good faith estimate; and (iv) to the extent that such changes shall entail additional construction time, the Target Completion Date (as hereinafter defined and as otherwise extended in accordance with the terms hereof) shall be extended by the number of days of additional construction time actually incurred in connection with such changes (even though such time may exceed Landlord's original good faith estimate). (c) The Landlord hereby agrees to provide Tenant with a notice (the "Anticipated Completion Notice") that Tenant may begin the construction of Tenant's Work, which notice shall be given by Landlord to Tenant upon the earlier of: (i) ninety (90) days prior to the anticipated date of Substantial Completion of the Building; or (ii) the earliest date that the progress of Landlord's construction is such that the commencement of any workTenant's Work will not significantly interfere with the completion of Landlord's construction obligations. Notwithstanding the delivery of the Anticipation Completion Notice, Landlord reserves the right to revise the anticipated date of Substantial Completion. Upon receipt of the Anticipated Completion Notice, Tenant shall furnish be permitted to Landlord install a mezzanine storage deck in the certificates of insurance Premises provided that Tenant installs the fire protection equipment required by applicable law in connection with such improvement and shall comply that the Tenant otherwise complies with all requirements applicable laws and regulations in the conduct of Tenant's Work. (d) During the construction of the Building, Tenant and its consultants and engineers shall have the right to attend all regularly scheduled contractor and project construction meetings, to inspect all relevant construction documents and records, to meet with construction personnel at reasonable times and to inspect the construction site from time to time. The purpose of the foregoing is to allow Tenant to monitor the course of construction, as well as to resolve any questions or comments regarding whether Landlord's Work is progressing in a good and workmanlike manner in accordance with the Plans and Specifications. Without limiting any of Tenant's rights set forth in the herein, Tenant's representatives shall have no voting or other decision rights at any meetings they attend. Tenant Construction Insurance Requirements attached as Exhibit E.acknowledges that Landlord may also invite other individuals, including, without limitation, representatives of Liberty Property Trust, to attend all such meetings.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans to be attached hereto as Exhibit B "B" (herein called call the "Plans") and the specifications to be attached hereto as Exhibit C "C" (herein called call the "Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”"). All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) substantially completed ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion substantial completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s 's contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materialsmaterial, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s 's contractors, subcontractors or suppliers suppliers. (any of the foregoing being referred to herein as “"Force Majeure Delay”Majeure"). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s 's own risk, expense and responsibility, responsibility at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s 's written consent, not to be unreasonably withheld, conditioned or delayed consent prior to installing any furnishings or equipment. Prior Landlord hereby consents to Tenant's installation of the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance furnishings and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as equipment described on Exhibit E.E hereto. See Rider.

Completion by Landlord. a. Tenant agrees to lease the Demised Premises in its "as-is" condition, without the need of any alteration, repair or restoration by Landlord; unless there is any Landlord's work stated on the Term Sheet (hereinafter, the "Landlord's Work"), in which event Landlord shall perform each work prior to the Commencement of this Lease. Landlord shall provide Tenant with notice of Landlord's substantial completion of Landlord's Work. The Demised Premises shall not be deemed incomplete or unavailable for Tenant's possession or occupancy if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be completed. Except as hereinafter provided, the Commencement Date of this Lease shall be five (5) days after landlord's providing of such notice. b. Landlord's work shall be substantially completed to allow occupancy within ninety (90) days from the date this Lease is fully executed. If Landlord fails to provide possession within ninety (90) days, as described above, Tenant may terminate this Lease Agreement. If Landlord shall be unable to give possession of the Demised Premises on the Commencement Date by reason of any changes to Landlord's Work requested by Tenant, Landlord shall not be subject to any liability for the failure to give possession on said date. Instead, Landlord shall use reasonable efforts to provide possession of the Demised Premises as soon as possible after the Commencement Date and shall provide Tenant with written notice of the date on which the Demised Premises shall be completed available for occupancy by Landlord Tenant, in accordance with which case the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which commencement Date shall be reimbursed five (5) days after Landlord's providing such notice. No such failure to give possession on the Commencement date shall in any other respect affect the validity of this Lease or the obligation of Tenant hereunder. If Landlord is unable to give possession of the Demised Premises on the Commencement Date by reason of alterations being done by Tenant in accordance with or Tenant's contractor or by any other delay caused by Tenant, Landlord shall not be subject to any liability for the terms of Exhibit “D”. All necessary construction failure to give possession on said date and there shall be commenced promptly and no suspension or probation of Base Rent or additional rent resulting therefrom. In such event, the Commencement Date shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant stated on the date set forth in Article 3. Provided, however, that the time for Substantial Completion Term Sheet. c. By taking possession of the Premises Demised Premises, Tenant shall be extended for additional periods of time equal deemed to have accepted the time lost by Landlord or Landlord’s contractorsDemised Premises as being in good sanitary order, subcontractors or suppliers which are not within conditions and repair, Tenant shall, at Tenant's sole cost and expense, keep the reasonable control of such parties Demised Premises and which are due to strikes or other labor troublesevery part thereof in good condition and repair, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing thereto from causes beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good Tenant and 062113 workmanlike manner ordinary wear and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirementstear excepted. Landlord shall also pass through have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof (unless agreed upon in writing by Landlord) and the parties hereto affirm that Landlord has made no representations to Tenant all materialman and equipment warranties for respecting the condition of the Demised Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have or the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date Building except as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements specifically herein set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.writing.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C "C" (herein called the "Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”"). All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) substantially completed ready for use and occupancy by Tenant on 90 days after the date set forth in Article 3. Provided, however, that the time for Substantial Completion substantial completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s 's contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s 's contractors, subcontractors or suppliers suppler. (any of the foregoing being referred to herein as “Force "Fore Majeure Delay”). Delays") All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s 's own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements measurements, undertaking its demolition and fit up and installing its furnishings and equipment; provided that Tenant, in so doing, neither party shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement See continuation of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements Article 2 attached as Exhibit E.hereto. See Article 3 attached hereto.

Completion by Landlord. The Premises Prior to Tenants occupancy, Landlord shall be completed by Landlord clean throughout the Premises, repair any damaged areas, if any exist, and test all mechanical and electrical systems so that they are in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”good working order. All necessary construction shall be commenced promptly and shall shall, subject to Paragraph 5 hereof, be Substantially Completed (as defined below) substantially completed and ready for use and occupancy by Tenant on the date set forth in Article 3. ProvidedCommencement Date; provided, however, that the time for Substantial Completion substantial completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troublestroubles not caused by the Landlord, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, holdovers by any previous occupant of the Premises, or any cause similar or dissimilar to the foregoing that is beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner by Landlord or Landlord’s contractors and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with or the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained obtain Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed consent prior to installing any of its furnishings or equipment. Prior to the commencement of Tenant will be responsible for all costs resulting from any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth additional work not provided for in the Tenant Construction Insurance Requirements attached Improvement Work Agreement, including but not limited to architectural and engineering charges, which costs shall be paid by Tenant on or before occupancy of the Premises, or as Exhibit E.otherwise provided in the Tenant Improvement Work Agreement. Tenant’s occupancy of the Premises shall constitute acceptance of the work performed by Landlord pursuant to this Paragraph 4.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with shall, at Tenant's expense, payable out of the plans attached hereto as Exhibit B SXAP Allowance (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, cause the Sixth Added Premises to be improved and completed in accordance with the Final SXAP Layout Plans arid the SXAP Engineering Plans (herein referred to together with architectural and engineering services as the "SXAP Tenant Work") (such plans are hereinafter together called the "SXAP Construction Plans"). Landlord reserves the right however: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any such change shall first be obtained (which approval for matters other than selection of finish materials shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Final SXAP Layout Plans). The SXAP Tenant Work shall be furnished, installed and performed by Landlord at Tenant's cost for an amount (hereinafter called the "SXAP Tenant Improvements Costs") equal to Landlord's out-of-pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and services applied to the SXAP Tenant Work, plus applicable sales taxes and without, however, any construction management fee payable to Landlord or its affiliates. Landlord and Tenant agree to select two (2) general contractors from the following list of three mutually acceptable general contractors to submit guaranteed maximum price bids for the SXAP Tenant Work based upon reviews of the SXAP Construction Plans: Foothills Construction, Jordy Construction, and RB Construction Corporation. The general contractors submitting bids shall be required to provide an AIA Statement of Qualification and have a designated project manager for the SXAP Tenant Work with (at a minimum) a 11B 11 class license within the City and County of Denver ("City"). Landlord agrees to obtain bids from the two mutually selected general contractors for the completion of the SXAP Tenant Work. Landlord agrees to select the contractor submitting the lowest bid; provided, however, in the event the bids are within two percent (2%) of the lowest bid, Tenant shall have the right to select the general contractor. Landlord currently estimates that. the SXAP Tenant Work can be completed Ready for Occupancy by January 20, 2006 (subject to delays beyond Landlord's control), provided the Final SXAP Layout Plans are completed on or before 5:00 p.m. (Denver time), November 18, 2005. "Ready for Occupancy" shall mean (i) the date on which Landlord has substantially completed the SXAP Tenant Work in accordance with tl1e SXAP Construction Plans and in substantial compliance witl1 all applicable laws, regulations, and codes, as certified to Tenant in writing by Landlord's architect, Xxxxx Xxxxx & Associates ("Landlord's Architect"), Landlord and the applicable general contractor; (ii) a permanent or temporary certificate of occupancy or other reasonable evidence of approval has been issued by the City permitting the use and occupancy of the Sixth Added Premises subject only to SXAP Punch List (defined below) items and SXAP Tenant Installations (defined below); and (iii) such materials the services and equipment systems required to be provided to the Sixth Added Premises are in operation and have passed inspection by the appropriate governmental authority required for issuance of a permanent or temporary certificate of occupancy for the Sixth Added Premises. The contract between Landlord and the work general contractor will provide for a guaranteed maximum price ("GMP"), and the GMP cannot be exceeded without the execution of such contractors shall be first quality new materials, free from defects not inherent a change order approved in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received writing by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall provided such approval will not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E..

Completion by Landlord. The Premises 1. All of the items or elements of work entering into Landlord’s Construction Obligations shall be completed by Landlord furnished, constructed, and installed substantially in accordance with those portions of Tenant’s Plans applicable thereto. Tenant agrees that by entering into possession of the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and Leased Premises pursuant to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by following Section B, Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion will have thereby accepted all of the construction work performed by Landlord and will have thereby accepted the Leased Premises shall be extended for additional periods in their then condition and hereby waives any claim against Landlord thereafter arising out of time equal the condition of improvements to the time lost by Landlord or Landlord’s contractorsLeased Premises, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troublesBuilding, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditionsthe Common Areas, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirementsImprovements. Landlord shall also pass through not be liable for any latent, patent, or observable defects in such improvements after such acceptance by Tenant. Tenant acknowledges that Landlord is not a contractor and is not providing any warranties to Tenant all materialman and equipment warranties for the Premises received by Landlordconstruction of the Leased Premises. However, Landlord agrees to obtain customary warranties from the general contractor performing such work and agrees to enforce such warranties on behalf of Tenant and its authorized agentsshould a claim of such warranty arrive. 2. Prior to entering into a contract to perform the Build Out Work, employees and Landlord shall deliver to Tenant a list of at least three (3) general contractors shall have that Landlord has selected to perform the right, at Build-Out Work for Tenant’s own riskapproval, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, which approval shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior delayed. In the event Tenant fails to installing any furnishings or equipment. Prior to the commencement disapprove of any worka general contractor within ten (10) days following Tenant’s receipt of such list of general contractors, Tenant shall furnish be deemed to have approved of all of such general contractors. Within ten (10) days following Tenant’s receipt of such list of general contractors, Tenant shall have the right to suggest any additional contractors to Landlord to perform the certificates Build Out Work. Any contractors submitted by Tenant shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. Upon Tenant approving, or being deemed to have approved, such general contractors, Landlord shall request that each of insurance the approved general contractors (if more than one), including any contractor suggested by Tenant and approved by Landlord, submit bids for the performance of the Build Out Work. Landlord shall comply award the construction contract to the general contractor with the lowest bid. During the construction of the Build Out Work, Tenant shall have the right, upon giving Landlord 24 hours prior notice, to make site visits to review the Build Out Work, provided any such entry by Tenant shall by at Tenant’s risk. Tenant shall protect, defend, indemnify and save harmless Landlord from all requirements set forth liabilities, costs, damages, fees and expenses arising out of the activities of Tenant or its agents, contractors, suppliers or workmen in the Tenant Construction Insurance Requirements attached as Exhibit E.Leased Premises or the Building, unless caused by the gross negligence or willful misconduct of Landlord or Landlord’s representatives

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as referenced upon Exhibit B (herein called the “Plans”) and the specifications attached hereto as referenced upon Exhibit C (herein called the “Specifications”) and to the extent required by the work letter attached hereto as Exhibit “D” (the “Work Letter”; ) the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. As of the date of this Lease, Landlord has commenced construction of the Building and related improvements pursuant to its obligations under the Prior Lease. All necessary construction work to be completed by Landlord pursuant to this Lease and the Work Letter is referred to as “Landlord’s Work”. Notwithstanding the foregoing, the Landlord shall not within the Expansion Space as shown on Exhibit “A-1”: (i) construct any Tenant improvements as part of the Landlord’s Work for the Premises Fitout, or (ii) construct any interior improvements as part of Landlord’s Work. Tenant agrees to take the Expansion Space in its present “As-Is” and “Where-Is” condition, subject only to Landlord Repair Items (defined below). Tenant shall be commenced promptly responsible for all finish work in the Expansion Space, subject to the Landlord approvals as required in the Work Letter. Landlord will diligently pursue completion of Landlord’s Work, and shall be Substantially Completed cause the occurrence of Substantial Completion of Landlord’s Work on or before October 27, 2014 (the “Estimated Completion Date”) If Landlord fails to achieve Substantial Completion of Landlord’s Work by the Estimated Completion Date, Tenant shall receive a suspension of Base Rent equal to one day of Base Rent for each day Substantial Completion of Landlord’s Work was delayed beyond the Estimated Completion Date not due to Tenant Delay (as defined belowhereinafter defined) ready and there shall be an extension of the term of this lease for each day for which a suspension against Base Rent has been given. In addition, Tenant shall not be required to pay Impositions attributable to the period following the Estimated Completion Date until the date on which Substantial Completion of Landlord’s Work has occurred. For purposes of this Lease, “Substantial Completion” shall mean (a) Landlord’s Work has been substantially completed in accordance with the plans and specifications referenced on Exhibits B and C, except for minor finish and punch-list work that will not prevent the Tenant’s use and occupancy of the Premises, and (b) a certificate of use and occupancy has been issued for the Premises by the Township of West Whiteland. If the date of Substantial Completion is delayed as a result of: (i) changes requested by Tenant to the Plans and Specifications after the date hereof; (ii) Tenant’s failure to complete Tenant’s work in a timely manner; (iii) Tenant’s failure to make payments to Landlord in a timely manner; (iv) Tenant’s actions causing a delay in connection with obtaining necessary governmental approvals or certificates, or (v) as the result of the wrongful actions or omissions of Tenant (“Tenant Delay”), then Substantial Completion will be deemed to have occurred on the date set forth in Article 3that Substantial Completion would have occurred if not for such Tenant Delay. Provided, however, It is agreed that the time for suspension of rent and extension of the term shall be Tenant’s exclusive remedy in the event of the failure of Substantial Completion of on or before the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”)Estimated Completion Date. All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirementsrequirements (“Landlord’s Warranty”). Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, including, but not limited to any work upon the Expansion Space, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Providedshall, howeverat Tenant's expense, that the time for Substantial Completion payable out of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractorsSAP Allowance, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, cause the Second Added Premises to be improved and completed in accordance with the Final SAP Layout Plans and the SAP Engineering Plans (herein referred to together with architectural and engineering services as the "SAP Tenant Work'') (such plans are hereinafter together called the "SAP Construction Plans"). Landlord reserves the right however: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any such change shall first be obtained (which approval for matters other than selection of finish materials shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Final SAP Layout Plans). The SAP Tenant Work shall be furnished, installed and performed by Landlord at Tenant's cost for an amount (hereinafter called the "SAP Tenant Improvements Costs") equal to Landlord's out-of-pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and services applied to the SAP Tenant Work, plus applicable sales taxes and without, however, any construction management fee payable to Landlord or its affiliates. Landlord and Tenant agree to select two (2) general contractors from the following list of three mutually acceptable general contractors to submit guaranteed maximum price bids for the SAP Tenant Work based upon reviews of the SAP Construction Plans: Foothills Construction, Jordy Construction, and RB Construction Corporation. The general contractors submitting bids shall be required to provide an AIA Statement of Qualification and have a designated project manager for the SAP Tenant Work with (at a minimum) a "B" class license within the City and County of Denver (the "City"). Landlord agrees to obtain bids from the two mutually selected general contractors for the completion of the SAP Tenant Work. Landlord agrees to select the contractor submitting the lowest bid; provided, however, in the event the bids are within two percent (2%) of the lowest bid, Tenant shall have the right to select the general contractor. Landlord currently estimates that the SAP Tenant Work can be completed Ready for Occupancy by March 1, 2005 (subject to delays beyond Landlord's control), provided the Final SAP Layout Plans are completed on or before 5:00 p.m. (Denver time), January 19, 2005. "Ready for Occupancy" shall mean (i) the date on which Landlord has substantially completed the SAP Tenant Work in accordance with the SAP Construction Plans and in substantial compliance with all applicable laws, regulations, and codes, as certified to Tenant in writing by Landlord's architect, Xxxxx Xxxxx & Associates ("Landlord's Architect''), Landlord and the General Contractor, in accordance with the SAP Construction Plans; (ii) a permanent or temporary certificate of occupancy or other reasonable evidence of approval has been issued by the City permitting the use and occupancy of the Premises subject only to Punch List (defined below) items and Tenant Installations (defined below); and (iii) such materials the services and equipment systems required to be provided to the Second Added Premises are in operation and have passed ins3ection by the appropriate governmental authority required for issuance of a permanent or temporary certificate of occupancy for the Second Added Premises. The contract between Landlord and the work general contractor will provide for a guaranteed maximum price ("GMP"), and the GMP can.not be exceeded without the execution of such contractors shall be first quality new materials, free from defects not inherent a change order approved in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received writing by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall provided such approval will not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E..

Completion by Landlord. The Landlord shall complete the leasehold improvements in and to the Premises shall be completed by Landlord in accordance with the plans fit plan prepared by WCL Associates, Inc. attached hereto to this Lease as “Exhibit B D” (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “DInitial Tenant Improvements”; the cost of which ). The Initial Tenant Improvements shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) substantially completed ready for use and occupancy by Tenant on or about the date set forth in Article 3. ProvidedTarget Completion Date, however, that the time subject to extension for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are delays due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors contractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”)suppliers. All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereofmanner. Landlord hereby warrants agrees to complete such construction at Tenant’s sole expense equal to the aggregate of all costs, expenses and guarantees fees incurred by or on behalf of Landlord in connection therewith (the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items“Tenant’s Cost”), including specifically, without limitation, that limitation (i) the materials architectural, engineering and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and newdesign costs, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted cost charged to Landlord by approved change orders) in a good Landlord’s general contractor and workmanlike mannerall subcontractors for performing such construction, (iii) such materials and equipment and the work cost to Landlord of performing directly any portion of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; construction and (iv) an administrative and construction management fee for Landlord’s supervision of such construction in an amount equal to two percent (2%) of the aggregate costs incurred by or on behalf of Landlord in connection with such construction. Landlord agrees to credit Tenant with an allowance equal to the lesser of the Tenant’s Cost or $280,000 (the “Tenant Allowance”). If the Tenant’s Cost to complete the Initial Tenant Improvements is less than the Tenant Allowance, Tenant will receive a credit for the balance to be used for future leasehold improvements during the term of the Lease. If the Tenant’s Cost to complete the Initial Tenant Improvements exceeds the Tenant Allowance, Tenant will be responsible for such excess costs. Tenant agrees to pay to Landlord, within 10 days of being billed therefor, the excess (if any) of the Tenant’s Cost above the Tenant Allowance. If it is anticipated that the Tenant’s Cost will significantly exceed the Tenant Allowance, at Landlord’s request Tenant shall establish an escrow with Landlord or provide Landlord other reasonable security for payment of Tenant’s Costs in excess of the Tenant Allowance. Landlord will put the Initial Tenant Improvements out for bid to at least 3 general contractors, and the selection of the general contractor to be awarded the contract will be made mutually by Tenant and Landlord. The general contract will be administered on an “open book” basis. Tenant’s occupancy of the Premises shall be delivered to Tenant free constitute acceptance of the Premises, including all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder completed by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.under this Section.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with shall, at Tenant's expense, payable out of the plans attached hereto as Exhibit B PAP Allowance (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, cause the Fourth Added Premises to be improved and completed in accordance with the Final FAP Layout Plans and the FAP Engineering Plans (herein referred to together with architectural and engineering services as the "FAP Tenant Work") (such plans are hereinafter together called the "FAP Construction Plans"). Landlord reserves the right however: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any such change shall first be obtained (which approval for matters other than selection of finish materials shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Final PAP Layout Plans). The PAP Tenant Work shall be furnished, installed and performed by Landlord at Tenant's cost for an amount (hereinafter called the "FAP Tenant Improvements Costs") equal to Landlord's out-of-pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and services applied to the FAP Tenant Work, plus applicable sales taxes and without, however, any construction management fee payable to Landlord or its affiliates. Landlord and Tenant agree to select two (2) general contractors from the following list of three mutually acceptable general contractors to submit guaranteed maximum price bids for the FAP Tenant Work based upon reviews of the FAP Construction Plans: Foothills Construction, Jordy Construction, and RB Construction Corporation. The general contractors submitting bids shall be required to provide an AIA Statement of Qualification and have a designated project manager for the FAP Tenant Work with (at a minimum) a "B" class license within the City and County of Denver ("City"). Landlord agrees to obtain bids from the two mutually selected general contractors for the completion of the FAP Tenant Work. Landlord agrees to select the contractor submitting the lowest bid; provided, however, in the event the bids are within two percent (2%) of the lowest bid, Tenant shall have the right to select the general contractor. Landlord currently estimates that the FAP Tenant Work can be completed Ready for Occupancy by November 1, 2005 (subject to delays beyond Landlord's control), provided the Final FAP Layout Plans are completed on or before 5:00 p.m. (Denver time), September 12, 2005. "Ready for Occupancy" shall mean (i) the date on which Landlord has substantially completed the PAP Tenant Work in accordance with the FAP Construction Plans and in substantial compliance with all applicable laws, regulations, and codes, as certified to Tenant in writing by Landlord's architect, Xxxxx Xxxxx & Associates ("Landlord's Architect"), Landlord and the applicable general contractor; (ii) a permanent or temporary certificate of occupancy or other reasonable evidence of approval has been issued by the City permitting the use and occupancy of the Fourth Added Premises subject only to FAP Punch List (defined below) items and FAP Tenant Installations (defined below); and (iii) such materials the services and equipment systems required to be provided to the Fourth Added Premises are in operation and have passed inspection by the appropriate governmental authority required for issuance of a permanent or temporary certificate of occupancy for the Fourth Added Premises. Tue contract between Landlord and the work general contractor will provide for a guaranteed maximum price ("GMP"), and the GMP cannot be exceeded without the execution of such contractors shall be first quality new materials, free from defects not inherent a change order approved in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received writing by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall provided such approval will not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E..

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Providedshall, however, that the time for Substantial Completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, cause the New Premises to be improved and completed in accordance with the Final Layout Plans and the Engineering Plans (the "TENANT WORK") (such plans are hereinafter together called the "CONSTRUCTION PLANS"). Landlord reserves the right, HOWEVER; (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, PROVIDED THAT Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Final Layout Plans); PROVIDED, HOWEVER, Landlord shall not substitute carpet, floor coverings, paint or wall coverings without Tenant's prior approval which shall not be unreasonably withheld or delayed. The Tenant Work shall be furnished, installed and performed by Landlord for an amount (hereinafter called the "Tenant Improvements Costs") equal to Landlord's out-of-pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and services applied to the Tenant Work, plus a three percent (3%) construction management fee payable to Landlord and applicable sales taxes. Landlord agrees to obtain not less than three (3) bids for the completion of the Tenant Work from general contractors reasonably acceptable to Landlord and Tenant maintaining an "A" or "B" license with the City and County of Denver and the general contractor submitting the lowest bid shall be selected to complete the Tenant Work; PROVIDED, HOWEVER, that Landlord and Tenant may agree to select any other general contractor who submits a bid within two percent (2%) of the lowest bid PROVIDED such selection is made within one (1) business day after Landlord delivers the final bid summary to Tenant. Landlord currently estimates that the Tenant Work can be completed Ready for Occupancy by the Scheduled Effective Date (subject to delays beyond Landlord's control), PROVIDED the Final Layout Plans are completed on or before 5:00 p.m. (Denver time), May 7, 1999. "Ready for Occupancy" shall mean (i) the date on which Landlord has substantially completed the Tenant Work as reasonably determined by Landlord and as certified by Tenant's architect and Landlord's architect, Xxxxx Xxxxx Associates, Inc., in accordance with the Construction Plans, (ii) a certificate or approval has been issued by the City and County of Denver permitting Tenant's occupancy of the New Premises, and (iii) Landlord's representative and Tenant's architect have jointly inspected the New Premises and accepted such materials and equipment and work as substantially completed (in the work exercise of such contractors their reasonable discretion), except for items or decorations which do not prevent Tenant's use of the New Premises. The Tenant Work shall be first quality new materialsperformed pursuant to a "guaranteed maximum price" construction contract, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the rightright to approve such construction contract, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, PROVIDED such approval shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned withheld or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.delayed.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B "B" (herein called the "Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”"). All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) substantially completed ready for use and occupancy by Tenant on the date set forth in Article 3. Provided, however, that the time for Substantial Completion substantial completion of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s 's contractors, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s 's contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”)suppliers. All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion Completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s 's own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defineddeemed, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; equipment provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s 's written consent, not to be unreasonably withheld, conditioned or delayed consent prior to installing any furnishings or equipment. Prior Tenant is permitted to the commencement of any work, install computer and telephone wiring during and after Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.build-out.

Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans attached hereto as Exhibit B (herein called the Plans) and the specifications attached hereto as Exhibit C (herein called the Specifications) and to the extent required by the work letter attached hereto as Exhibit “D”; the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. All necessary construction shall be commenced promptly and shall be Substantially Completed (as defined below) ready for use and occupancy by Tenant on the date set forth in Article 3. Providedshall, howeverat Tenant's expense, that the time for Substantial Completion payable out of the Premises shall be extended for additional periods of time equal to the time lost by Landlord or Landlord’s contractorsFAP Allowance, subcontractors or suppliers which are not within the reasonable control of such parties and which are due to strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage or other casualties, adverse weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors or suppliers (any of the foregoing being referred to herein as “Force Majeure Delay”). All construction shall be done in a good and 062113 workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials cause the First Added Premises to be improved and equipment completed in accordance with the Final FAP Layout Plans and the work FAP Engineering Plans (herein referred to together with architectural and engineering services as the ''FAP Tenant Work) (such plans are hereinafter together called the "FAP Construction Plans"). Landlord reserves the right however: (i) to make substitutions of such contractors material or components of equivalent grade and quality when and if any specified material or component shall not be first quality new materialsreadily or reasonably available, free from defects not inherent and (ii) to make changes necessitated by conditions met in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free course of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements. Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agentsconstruction, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, 's approval of any such change shall first be obtained (which approval for matters other than selection of finish materials shall not interfere be unreasonably withheld or delayed so long as there shall be general conformity with the Final FAP.Layout Plans). The FAP Tenant Work shall be furnished, installed and performed by Landlord at Tenant's cost for an amount (hereinafter called the "FAP Tenant Improvements Costs") equal to Landlord's out-of-pocket contract or delay the work purchase price or prices to be performed hereunder paid by LandlordLandlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and·services applied to the FAP Tenant Work. plus applicable sales taxes and without, however, any construction management fee payable to Landlord or its affiliates. Landlord and Tenant agree to select two (2) general contractors from the following list of three mutually acceptable general contractors to submit guaranteed maximum price bids for the PAP Tenant Work based upon reviews of the FAP Construction Plans: Foothills Construction, Jordy Construction, and Tenant RB Construction. The general contractors submitting bids shall use contractors and workmen compatible with the contractors and workmen engaged in the work be required to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.provide an AIA