Common use of Improvement of the Premises Clause in Contracts

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A Space Plan has been prepared and approved by Landlord and Tenant and is attached hereto as Exhibit E and incorporated herein for all purposes. Any modifications to the Space Plan made after the date of this Lease shall be made at Tenant's expense and, if delay in Substantial Completion of the A-1 Premises or the A-2 Premises occurs as a result of such modifications, Tenant shall commence paying A-1 Basic Rental on the date that the A-1 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan. (ii) Upon the execution of this Lease by Landlord and Tenant, Landlord shall prepare and deliver to Tenant detailed floor plan layouts, together with working drawings and written instructions sufficiently detailed to enable Landlord to bid firm contracts (herein called "Working Drawings") with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all of the work described in the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation of the Working Drawings, shall promptly respond to Landlord's requests for information and approvals within three (3) business days after inquiry, and shall use its best efforts to assist Landlord to complete the Working Drawings as soon as possible. Tenant agrees to deliver to Landlord, not later than three (3) business days after delivery of the Working Drawings to Tenant, an original executed copy of the Working Drawings approved by Tenant; provided, however, if Tenant, in good faith, reasonably objects to any aspect of the Working Drawings submitted by Landlord, Tenant shall specify in detail any objection to such Working Drawings as submitted to Tenant in a written notice to Landlord within such 3-day period. Landlord shall, if applicable, modify such Working Drawings to address Tenant's written objections, and submit new Working Drawings to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings shall remain subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by Landlord. If Tenant fails to timely deliver the Working Drawings as required herein, makes modifications to the Working Drawings after the deadlines provided in this subsection or requests any changes to the Specifications for Construction, Tenant shall (1) pay to Landlord all reasonable expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings or the Specifications for Construction; and (2) commence paying to Landlord the A-1 Basic Rental on the date the A-1 Premises would have been substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Section. (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consent, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible for any delay in performing the construction of the tenant improvements caused by any Changes to the Working Drawings or the Specifications for Construction. If Tenant requests any Changes to the Working Drawings the Specifications for Construction, Landlord shall notify Tenant in writing of the cost which will be chargeable to Tenant by reason of such Changes and Tenant shall, within three (3) days, notify Landlord in writing whether it desires to proceed with such Changes. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on Tenant's Premises and may suspend all work until such notice is given by Tenant, and Tenant shall be responsible for any and all delays in completing the tenant improvements resulting from Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Working Drawing by a general contractor or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord). Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and 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, conditioned or delayed so long as there shall be general conformity with the Working Drawings). (d) Any costs or expenses to be paid by Tenant pursuant to this Section 7 shall be deemed additional rent. Any failure by Tenant to pay such costs and expenses shall constitute a failure to pay rent when due and an Event of Default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law or equity for non-payment of rent.

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A Space Plan has been prepared and approved by Landlord and Tenant and is attached hereto As promptly as Exhibit E and incorporated herein for all purposes. Any modifications to the Space Plan made practicable after the date of execution of this Lease, Landlord shall undertake to prepare the Premises for occupancy by Tenant in accordance with the provisions of the Work Letter and/or Space Plan executed between Landlord and Tenant concurrently herewith. If the improvements and alterations specified in said Work Letter and/or Space Plan are not substantially completed prior to the commencement date of the terms of this Lease set forth in Paragraph 1 hereof, and the failure or inability of Landlord ----------- to complete the Premises was caused otherwise than by reason of delays occasioned by Tenant, this Lease shall remain in full force and effect, however, the term of this Lease and the obligation of Tenant to pay the installments of rent specified in Paragraph 2 hereof, and all other charges in the nature of ----------- additional rent, shall not commence until said improvements and alterations are substantially completed and the Premises suitable for occupancy by Tenant and the term of the Lease shall run for the full period of _________ (___) years; and in no event whatsoever shall Landlord be made at liable for any damages caused by any delay in completion for whatever reason nor shall this Lease be void or voidable except, in case of Tenant's expense anddelay, if delay at Landlord's election. If Tenant makes any selections that vary from the building standards or require improvements in Substantial Completion excess of the A-1 Premises or standard allowances, and if the A-2 Premises occurs as a result cost of such modificationsdifferent or additional materials of Tenant's selection exceeds Landlord's cost of building standard work, Tenant shall commence paying A-1 Basic Rental on the date that the A-1 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan. (ii) Upon the execution of this Lease by Landlord and Tenant, Landlord shall prepare and deliver to Tenant detailed floor plan layouts, together with working drawings and written instructions sufficiently detailed to enable Landlord to bid firm contracts (herein called "Working Drawings") with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all of the work described in the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation of the Working Drawings, shall promptly respond to Landlord's requests for information and approvals within three (3) business days after inquiry, and shall use its best efforts to assist Landlord to complete the Working Drawings as soon as possible. Tenant agrees to deliver pay to Landlord, not later than three (3) business days after delivery of the Working Drawings to Tenant, an original executed copy of the Working Drawings approved by Tenant; as hereafter provided, however, if Tenant, in good faith, reasonably objects to any aspect the difference between the cost of such different and/or additional materials and the Working Drawings submitted cost established by Landlord, Tenant shall specify in detail any objection to such Working Drawings as submitted to Tenant in a written notice to Landlord within such 3-day periodfor standard building allowances. Landlord shall, if applicable, modify such Working Drawings to address Tenant's written objections, and submit new Working Drawings to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings shall remain subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and No changes shall be deemed modified made in any building standard work materials until Landlord has submitted an estimate to take account of any changes reasonably required by Landlord. If Tenant fails to timely deliver the Working Drawings as required herein, makes modifications to the Working Drawings after the deadlines provided in this subsection or requests any changes to the Specifications for Construction, Tenant shall (1) pay to Landlord all reasonable expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings or the Specifications for Construction; and (2) commence paying to Landlord the A-1 Basic Rental on the date the A-1 Premises would have been substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Section. (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consent, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible for any delay in performing the construction of the tenant improvements caused by any Changes to the Working Drawings or the Specifications for Construction. If Tenant requests any Changes to the Working Drawings the Specifications for Construction, Landlord shall notify Tenant in writing of the increased cost which will be chargeable to thereof, and Landlord and Tenant by reason have agreed in writing on the increased cost of such Changes different new materials and installation in excess of the cost of building standard work. All amounts payable by Tenant shall, within three (3) days, notify to Landlord in writing whether it desires to proceed with such Changes. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on Tenant's Premises and may suspend all work until such notice is given by Tenant, and Tenant shall be responsible for any and all delays in completing the tenant improvements resulting from Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant Paragraph 4 shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Working Drawing by a general contractor or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord). Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and 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, conditioned or delayed so long as there shall be general conformity with the Working Drawings). (d) Any costs or expenses to be paid by Tenant pursuant to this Section 7 Landlord within thirty (30) days after ----------- the rendering of bills therefore by Landlord or its contractor to Tenant, it being understood that such bills may be rendered during the progress of the performance of the work and/or the furnishing and installation of the materials to which such bills relate. All improvements shall be deemed additional rent. Any failure surrendered by Tenant to pay such costs and expenses Landlord at the end of the initial or other expiration of the term of the Lease. No credit shall constitute a failure to pay rent when due and be granted for the omission of materials where no replacement in kind is made. Landlord will shampoo carpets, otherwise the Premises is being Leased in an Event of Default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law or equity for non-payment of rent"as is" basis.

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A Landlord has prepared, and Tenant has approved a Space Plan has been prepared and approved for the Premises dated November 6, 1996, as amended by Landlord and Tenant and is attached hereto as Exhibit E and incorporated herein for all purposesletter dated November 13, 1996. Any modifications to the Space Plan made after the such date of this Lease shall be made at Tenant's expense and, if delay in Substantial Completion of the A-1 Premises or the A-2 Premises occupancy occurs as a result of such modifications, Tenant shall commence paying A-1 be liable to Landlord for Basic Rental on attributable to each day beyond the date projected Commencement Date that delivery of the A-1 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Planis delayed. (ii) Upon the execution of this Lease by Landlord and Tenant, Landlord shall prepare and deliver to Tenant detailed floor plan layouts, together with working drawings and written instructions sufficiently detailed to enable Landlord to bid let firm contracts (herein called "Working DrawingsTenant Plans") with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all of the work described in the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation of the Working DrawingsTenant Plans, shall promptly respond to Landlord's requests for information and approvals within three (3) business days after inquiry, and shall use its best efforts to assist a Landlord to complete the Working Drawings Tenant Plans as soon as possible. If Tenant agrees fails to timely respond to Landlord's inquiries Landlord for Landlord's cost thereof plus fifteen percent (15%) for overhead costs. (b) Notwithstanding anything in the Lease to the contrary, Tenant will not make or allow to be made any alterations or physical additions in or on the Premises, including changes in locks on doors, plumbing, lighting, wiring on partitions, without consent of Landlord, such consent not to unreasonably withheld or delayed, as long as the alterations or as long as the alterations or additions do not affect underlying life safety systems or common Building operating systems. All maintenance, repairs, alterations, additions or improvements shall be conducted only by contractors or subcontractors approved in advance in writing by Landlord, it being understood that Tenant shall procure and maintain, and shall cause contractors and subcontractors engaged by or on behalf of Tenant to procure and maintain, insurance coverage against such risks, in such amounts and with such companies as Landlord may require in connection with any such maintenance, repair, alteration, addition or improvement. (c) At the end or other termination of this Lease, Tenant shall deliver up the Premises with all improvements located therein in good repair and condition, reasonable wear and tear and damage by casualty excepted, and shall deliver to Landlord all keys to the Premises. All alterations, additions or improvements (whether temporary or permanent in character) made in or upon the Premises by Landlord or Tenant shall be Landlord, not later than three (3) business days after delivery 's property upon termination of this Lease and shall remain on the Working Drawings Premises without compensation to Tenant, an original executed copy of the Working Drawings approved by Tenant; provided, however, that if TenantLandlord elects to have Tenant remove any alteration, in good faithaddition, reasonably objects improvement or partition, Landlord shall make such election upon giving consent to any aspect of the Working Drawings submitted by Landlordsuch alteration, addition, improvement or partition. Tenant shall specify in detail any objection to then remove such Working Drawings as submitted to Tenant in a written notice to alteration, addition, improvement or partition whether erected by Landlord within such 3-day period. Landlord shall, if applicable, modify such Working Drawings to address or Tenant's written objections, and submit new Working Drawings to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings shall remain subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises, except as provided herein. Landlord hereby elects to have any and all computer and/or telephone cables installed by Tenant or which may in the future be deemed modified to take account installed by Tenant, removed upon the termination of any changes reasonably required by Landlordthe Lease or upon Tenant's earlier vacating of the Premises. If Tenant fails to timely deliver restore the Working Drawings as required hereinPremises upon Landlord's request, makes modifications Landlord shall have the right to the Working Drawings after the deadlines provided in this subsection or requests any changes to the Specifications for Construction, perform such restoration and Tenant shall (1) pay to Landlord be liable for all reasonable costs and expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings or the Specifications for Construction; and (2) commence paying to Landlord the A-1 Basic Rental on the date the A-1 Premises would have been substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Sectiontherefor. (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consent, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible for any delay in performing the construction of the tenant improvements caused by any Changes to the Working Drawings or the Specifications for Construction. If Tenant requests any Changes to the Working Drawings the Specifications for Construction, Landlord shall notify Tenant in writing of the cost which will be chargeable to Tenant by reason of such Changes and Tenant shall, within three (3) days, notify Landlord in writing whether it desires to proceed with such Changes. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on Tenant's Premises and may suspend all work until such notice is given by Tenant, and Tenant shall be responsible for any and all delays in completing the tenant improvements resulting from Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Working Drawing by a general contractor or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord). Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and 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, conditioned or delayed so long as there shall be general conformity with the Working Drawings). (d) Any costs or expenses to be paid by Tenant pursuant to this Section 7 shall be deemed additional rent. Any failure by Tenant to pay such costs and expenses shall constitute a failure to pay rent when due and an Event of Default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law or equity for non-payment of rent.

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A Space Plan has been prepared and approved by Landlord and Tenant and is attached hereto As promptly as Exhibit E and incorporated herein for all purposes. Any modifications to the Space Plan made practicable after the date of this Lease shall be made at Tenant's expense and, if delay in Substantial Completion of the A-1 Premises or the A-2 Premises occurs as a result of such modifications, Tenant shall commence paying A-1 Basic Rental on the date that the A-1 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan. (ii) Upon the execution of this Lease by Landlord and TenantLease, Landlord shall undertake to prepare and deliver to the Premises for occupancy by Tenant detailed floor plan layouts, together in accordance with working drawings and written instructions sufficiently detailed to enable Landlord to bid firm contracts (herein called "Working Drawings") with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all provisions of the work described Work Letter and/or Space Plan executed between Landlord and Tenant concurrently herewith. If the improvements and alterations specified in said Work Letter and/or Space Plan are not substantially completed prior to the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes commencement date of the terms of this Lease set forth in Paragraph l hereof, and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation failure or inability of the Working Drawings, shall promptly respond to Landlord's requests for information and approvals within three (3) business days after inquiry, and shall use its best efforts to assist Landlord to complete the Working Drawings as soon as possible. Tenant agrees to deliver to Landlord, not later Premises was caused otherwise than three (3) business days after delivery by reason of the Working Drawings to delays occasioned by Tenant, an original executed copy of the Working Drawings approved by Tenant; providedthis Lease shall remain in full force and effect, however, if Tenantthe term of this Lease and the obligation of Tenant to pay the installments of rent specified in Paragraph 2 hereof, and all other charges in the nature of additional rent, shall not commence until said improvements and alterations are substantially completed and the Premises suitable for occupancy by Tenant and the term of the Lease shall run for the full period of SIX (6 ) years ; and in no event whatsoever shall Landlord be liable for any damages caused by any delay in completion for whatever reason nor shall this Lease be void or voidable except, in good faith, reasonably objects to any aspect case of the Working Drawings submitted by Landlord, Tenant shall specify in detail any objection to such Working Drawings as submitted to Tenant in a written notice to Landlord within such 3-day period. Landlord shall, if applicable, modify such Working Drawings to address Tenant's written objectionsdelay, and submit new Working Drawings to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings shall remain subject to at Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by Landlordelection. If Tenant fails to timely deliver the Working Drawings as required herein, makes modifications to the Working Drawings after the deadlines provided in this subsection or requests any changes to the Specifications for Construction, Tenant shall (1) pay fully executed working drawings and standards to Landlord all reasonable expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings on or the Specifications for Construction; and (2) commence paying to Landlord the A-1 Basic Rental on the date the A-1 Premises would have been substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Section. (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consentbefore June 1, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction2000, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible liable in damages to Tenant for any delay in performing the construction delivery of possession of the tenant improvements caused by any Changes to Premises regardless of the Working Drawings or cause of such delay and rent for the Specifications for Constructionpremises shall commence in accordance with Paragraph 1. If Tenant requests makes any Changes selections that vary from the building standards or require improvements in excess of the standard allowances, and if the cost of such different or additional materials of Tenant's selection exceeds Landlord's cost of building standard work, Tenant shall pay to Landlord, as hereafter provided, the Working Drawings difference between the Specifications cost of such different and/or additional materials and the cost established by Landlord for Construction, standard building allowances. No changes shall be made in any building standard work materials until Landlord shall notify has submitted an estimate to Tenant in writing of the increased cost thereof, and Landlord and Tenant have agreed in writing on the increased cost of such different new materials and installation in excess of the cost of building standard work. All amounts payable by Tenant to Landlord pursuant to this Paragraph 4 shall be paid by Tenant to Landlord within thirty (30) days after the rendering of bills therefore by Landlord or its contractor to Tenant, it being understood that such bills may be rendered during the progress of the performance of the work and/or the furnishing and installation of the materials to which such bills relate. All improvements shall be surrendered by Tenant to Landlord at the end of the initial or other expiration of the term of the Lease. No credit shall be granted for the omission of materials where no replacement in kind is made. Landlord will provide a Tenant Improvement Allowance of up to $ 504,000.00 * (including architectural/ space planning fees) for improvements to the premises, subject to improvements being building standard work materials (or better) and improvements not being removable, decorator or convenience items. Landlord and Tenant will jointly control the scope of work and allocation of the allowance. Costs exceeding $ 504,000.00 * will be chargeable paid by Tenant or Tenant will have the option to modify the scope of work prior to work commencement. Tenant's written approval will be required on engineering drawings and construction expenses prior to construction commencement; drawings and expenses shall not be alterable without written approval of Landlord and Tenant. In the event Tenant does not use the entire Tenant Improvement Allowance for its initial improvement of the Premises, Landlord shall reserve any unused portion and permit the same to be used by reason Tenant for later improvements to the Premises, subject to and upon the same terms of such Changes and this Paragraph 4. During the term, Tenant shall, within three subject to Landlord's approval of the location thereof, have the right to install and maintain up to four (34) dayssatellite dish antennas, notify related receiving equipment and related cable and communication equipment (collectively, the "Satellite Dish Equipment"), as Tenant may reasonably require in connection with Tenant's communications and data transmission network, on the roof of the Building. All such Satellite Dish Equipment shall be installed in the equipment well of the Building in locations mutually acceptable to Landlord in writing whether it desires to proceed with such Changesand Tenant. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on have the right, at Tenant's Premises expense, to have the proposed location and may suspend installation method for all work until such notice is given equipment reviewed by Landlord's structural engineer. Tenant, prior to the execution of this Lease, shall provide Landlord with a detailed listing of all of the Satellite Dish Equipment, including, without limitation, all size and weight specifications Tenant proposes to put on the roof. All of Tenant's Satellite Dish Equipment to be installed on the roof shall be installed by Tenant, at Tenant's sole cost and expense, in accordance with plans approved in writing by Landlord and in accordance with all applicable governmental approvals and permits. Tenant shall repair any damage to the roof in connection with the installation of such Satellite Dish Equipment. Tenant's antenna shall not interfere with any other antennas currently on the roof. All such repairs of the roof shall be made by a contractor approved by Landlord and in accordance with Landlord's specifications. Tenant shall pay to Landlord an administrative fee for each installation in the amount of $500.00 per installation. After the initial installation, Tenant, at Tenant's sole cost and expense, shall maintain all of Tenant's Satellite Dish Equipment placed on the roof. Roof access shall be permitted for antenna installation and regularly scheduled maintenance only. Tenant shall be responsible for any repairs and all delays in completing maintenance necessary to the tenant improvements resulting from roof on account of Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Working Drawing by a general contractor Satellite Dish Equipment or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord). Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval maintenance thereof. * Based on an allowance of any substantial change shall first be obtained (which approval shall not be unreasonably withheld, conditioned or delayed so long as there shall be general conformity with $15.00 per RSF for 24,000 RSF on the Working Drawings). (d) Any costs or expenses to be paid by Tenant pursuant to this Section 7 shall be deemed additional rent. Any failure by Tenant to pay such costs and expenses shall constitute a failure to pay rent when due 1st floor; and an Event allowance of Default by Tenant hereunder$6.00 per RSF for 24,000 RSF on the 3rd floor, giving rise subject to all remedies available to Landlord under this Lease and at law or equity for non-payment adjustment after calculation of rentthe size of the Premises.

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A If a Space Plan has not as yet been prepared and approved by Landlord and Tenant, Tenant will meet with Landlord or its agents within three (3) business days after full execution of this Lease and is attached hereto shall provide Landlord all information reasonably necessary, to prepare a Space Plan for the Premises. Within five (5) business days after delivery by Landlord to Tenant of the Tenant's Space Plan, Tenant may accept the Space Plan as Exhibit E and incorporated herein for all purposesproposed or request reasonable modifications to such Space Plan. Any modifications to the Space Plan made after the date of this Lease such period shall be made at Tenant's expense and, if delay in Substantial Completion of the A-1 Premises or the A-2 Premises occupancy occurs as a result of such modifications, Tenant shall commence paying A-1 Basic Rental on be liable to Landlord for each day beyond the date projected Commencement Date that the A-1 Premises would have been Substantially Completed but for the days delivery of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Planis delayed. (ii) Upon Tenant's acceptance of the execution Space Plan, either because of this Lease by Landlord and Tenant's approval or failure to object within the requisite five (5) business day period, Landlord shall prepare and deliver to Tenant detailed floor plan layouts, together with working drawings and written instructions sufficiently detailed to enable Landlord to bid let firm contracts (herein called "Working DrawingsTenant Plans") with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all of the work described in the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation of the Working DrawingsTenant Plans, shall promptly respond to Landlord's requests for information and approvals within three five (35) business days after inquiry, and shall use its best efforts to assist Landlord to complete the Working Drawings Tenant Plans as soon as possible. Tenant agrees to deliver to Landlord, not later than three five (35) business days after delivery of the Working Drawings Tenant Plans to Tenant, an original executed copy of the Working Drawings Tenant Plans approved by Tenant; provided, however, if Tenant, in good faith, reasonably objects to any aspect of the Working Drawings Tenant Plans submitted by Landlord, Tenant shall specify in detail any objection to such Working Drawings Tenant Plans as submitted to Tenant in a written notice to Landlord within such 35-day period. Landlord shall, if applicable, modify such Working Drawings Tenant Plans to address Tenant's written objections, and submit new Working Drawings Tenant Plans to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings Tenant Plans shall remain subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by Landlord. If Tenant fails to timely deliver the Working Drawings Tenant Plans as required herein, herein or makes modifications to the Working Drawings Tenant Plans after the deadlines provided in this subsection or requests any changes to the Specifications for Constructionsubsection, Tenant shall (1) pay to Landlord all reasonable expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings or the Specifications for ConstructionTenant Plans; and (2) commence paying pay to Landlord the A-1 Basic Rental on the date the A-1 Premises would have been substantially Completed but as additional rent a per diem charge for the days of delay caused by Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Section.each day beyond the (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction Tenant Plans desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consent, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible for any delay in performing the construction of the tenant improvements caused by any Changes to the Working Drawings or the Specifications for Construction. If Tenant requests any Changes to the Working Drawings the Specifications for Construction, Landlord shall notify Tenant in writing of the cost which will be chargeable to Tenant by reason of such Changes and Tenant shall, within three (3) days, notify Landlord in writing whether it desires to proceed with such Changes. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on Tenant's Premises and may suspend all work until such notice is given by Tenant, and Tenant shall be responsible for any and all delays in completing the tenant improvements resulting from Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Working Drawing Tenant Plans by "Landlord's Contractor" (as hereinafter defined). Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, subject to Tenant's reasonable approval 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 Tenant Plans. Any Special Tenant Work shall be contracted by obtaining at least three (3) contractor's competitive bids for such work; provided, however, that if Landlord's contractor incurs any additional expense because of the need to deal with the additional contractor, Tenant shall be responsible for all such expenses. (d) In the completion and preparation of the Premises in accordance with the Tenant Plans, Landlord agrees to perform at its own expense those items of work set forth on the schedules attached hereto as Exhibit C - Building Standard Materials, and Exhibit D - Tenant Space Plan (herein collectively referred to as "Standard Tenant Work"), to the extent required by Tenant Plans. All work to be performed by Landlord in addition to or in substitution for Standard Tenant Work is hereinafter referred to as "Special Tenant Work". All Special Tenant Work shall be furnished, installed and performed by Landlord, utilizing a general contractor or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord). Landlord reserves the right however, (i) to make substitutions for and on behalf of material of equivalent grade Tenant and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that at Tenant's approval sole expense, based on Landlord's out-of-pocket contract or purchase price for materials, labor and service, including, without limit, any reasonable contractor's fee (not to exceed ten percent (10%)) for the contractor's overhead and profit and charges for cutting, patching, cleaning up and removal of any substantial change shall first be waste and debris, plus architects' and engineers' fees, plus the product obtained by multiplying all of the foregoing, except architect's and engineer's fees (which approval shall not be unreasonably withheld, conditioned or delayed so long as there shall be general conformity with reduced by appropriate credits for substituted Standard Tenant Work) by ten percent (10%) for Landlord's expenses and profit in handling the Working Drawings)substitution. (de) Any Tenant shall pay Landlord as additional rent for all Special Tenant Work from time to time during the progress of the work, within five (5) days after Landlord shall have given Tenant an invoice or invoices therefor. All costs or expenses relating to Special Tenant Work shall be paid by Tenant pursuant to this Section 7 shall be deemed additional rentLandlord one-third (1/3) upon approval of pricing, one-third (1/3) upon commencement of construction with the balance due at the time of completion. Any failure by Tenant to pay such costs and expenses for all Special Tenant Work shall constitute a failure to pay rent when due and an Event of Default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law or equity for non-payment of rent.

Improvement of the Premises. (a) Landlord and Tenant agree to comply with the following schedule in buildout of the Premises: (i) A Landlord has prepared, and Tenant has approved a Space Plan has been prepared and approved by Landlord and Tenant and is attached hereto as Exhibit E and incorporated herein for all purposesthe Premises dated November 1, 1995. Any modifications to the Space Plan made after the such date of this Lease shall be made at Tenant's expense and, if delay in Substantial Completion of the A-1 Premises or the A-2 Premises occupancy occurs as a result of such modifications, Tenant shall commence paying A-1 be liable to Landlord for Basic Rental on attributable to each day beyond the date Anticipated Commencement Date that delivery of the A-1 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Plan and commence paying A-2 Basic Rental on the date that the A-2 Premises would have been Substantially Completed but for the days of delay caused by the changes in the Space Planis delayed. (ii) Upon the execution of this Lease by Landlord and Tenant, Landlord shall prepare and deliver to Tenant detailed floor plan layouts, together with working drawings and written instructions sufficiently detailed to enable Landlord to bid let firm contracts (herein called "Working Drawings"Tenant Planes) with respect to and reflecting the partitions and improvements in the Premises. The Working Drawings shall include all of the work described in the Specifications for Construction attached hereto as Exhibit D and incorporated herein for all purposes and the Space Plan. Tenant shall fully and completely cooperate with Landlord in the preparation of the Working DrawingsTenant Plans, shall promptly respond to Landlord's requests for information and approvals within three (3) business days after inquiryInquiry, and shall use its it's best efforts to assist zealot Landlord to complete the Working Drawings Tenant Plans as soon as possible. Tenant agrees to deliver to Landlord, not later than three (3) business days after delivery of the Working Drawings Tenant Plans to Tenant, an original executed copy of the Working Drawings Tenant Plans approved by Tenant; , provided, however, if Tenant, in good faith, reasonably objects to any aspect of the Working Drawings Tenant Plans submitted by Landlord, Tenant shall specify in detail any objection to such Working Drawings Tenant Plans as submitted to Tenant in a written notice to Landlord within such 3-day period. Landlord shall, if applicable, modify such Working Drawings Tenant Plans to address Tenant's written objections, and submit new Working Drawings Tenant Plans to Tenant for approvals. Notwithstanding the foregoing, the Working Drawings Tenant Plans shall remain subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by Landlord. If Tenant fails to timely deliver the Working Drawings Tenant Plans as required herein, herein or makes modifications to the Working Drawings Tenant Plans after the deadlines provided in this subsection or requests any changes to the Specifications for Constructionsubsection, Tenant shall (1) pay to Landlord all reasonable expenses incurred by Landlord due to Tenant's modifications and/or delay in delivering the working Drawings or the Specifications for Construction; Tenant Plans' and (2) commence paying pay to Landlord the A-1 as additional rent a per diem Basic Rental on charge for each day beyond the date the A-1 Premises would have been substantially Completed but for the days of delay caused by Anticipated Commencement Date that occupancy is delayed due to Tenant's failure to timely comply with the requirements in this Section and commence paying to Landlord the A-2 Basic Rental on the date the A-2 Premises would have been Substantially Completed but for the days of delay caused by Tenant's failure to timely comply with the requirements of this Section. (iii) Time is of the essence as to all dates provided in this subsection. (b) Any changes ("Changes") to any approved Working Drawings or the Specifications for Construction Tenant Plans desired by Tenant shall be submitted in writing and in detail to Landlord and shall be subject to Landlord's consent, which consent shall not be unreasonably withheld. If Tenant requests any Changes to the Working Drawings or the Specifications for Construction, Tenant shall be responsible for all costs and expenses, including architectural, engineering and related design costs, resulting from such Changes. Landlord shall not be responsible for any delay in performing the construction of the tenant improvements caused by any Changes to the Working Drawings or the Specifications for Construction. If Tenant requests any Changes to the Working Drawings the Specifications for Construction, Landlord shall notify Tenant in writing of the cost which will be chargeable to Tenant by reason of such Changes and Tenant shall, within three (3) days, notify Landlord in writing whether it desires to proceed with such Changes. If Tenant does not notify Landlord whether it desires such Changes within the aforesaid three (3) day period, Landlord shall not be obligated to continue work on Tenant's Premises and may suspend all work until such notice is given by Tenant, and Tenant shall be responsible for any and all delays in completing the tenant improvements resulting from Tenant's failure to so notify Landlord. If Tenant authorizes any Changes pursuant to this Section 7, Tenant shall pay the entire cost of same to Landlord prior to Landlord's making such Changes. (c) Landlord shall, in a good and workmanlike manner, diligently cause the Premises to be improved and completed in accordance with the Working Drawing Tenant Plans by a general contractor or construction manager "landlord 'e Contractor. ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlordas hereinafter defined). Landlord reserves the right however, (i1) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii11) 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, conditioned withheld or delayed so long as there shall be general conformity with the Working DrawingsTenant Plans). (d) Any costs In the completion and preparation of the Premises in accordance with the Tenant Plans, Landlord agrees to perform at its own expense those items of work eat forth on the schedules attached hereto as Exhibit D Building Standard Materials and Exhibit A - Tenant Space Plan (herein collectively referred to as Standard Tenant Work), to the extent required by Tenant Plans. All work requested by or expenses as a result of actions of Tenant to be performed by Landlord in addition to or in substitution for Standard Tenant Work la hereinafter referred to as "Special Tenant Work." All Special Tenant Work shall be furnished, installed and performed by Landlord, utilizing a general contractor or construction manager (Landlord's Contractor.) selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord) for and on behalf of Tenant and at Tenant's sole expense, based on Landlord's out-of-pocket contract or purchase price for materials, labor and service, including, without limit, any reasonable contractor 'e fee for the contractors overhead and profit and charges for cutting, patching, cleaning up and removal of waste and debris, plus architect' and engineer' fees, plus the product obtained by multiplying all of the foregoing (as reduced by appropriate credits for substituted Standard Tenant Work) by fifteen percent (15%) for Landlord's expenses and profit in handling the substitution. (e) Tenant shall pay Landlord as additional rent for all Special Tenant Work from time to time during the progress of the work, within five (5) days after Landlord shall have given Tenant an invoice or invoices therefor, in amounts representing Landlord's Cost of such Special Tenant Work performed (including, for this purpose, material for Special Tenant Work purchased and delivered to the Building to the date of the invoice), lease the amounts paid by Tenant pursuant to this Section 7 shall be deemed additional rent. Any failure by Tenant to pay such costs and expenses shall constitute a failure to pay rent when due and an Event of Default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law or equity for non-payment of renton account.