Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. The Building and improvements shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreement.

Plans and Specifications. The Building (A) Within fifteen (15) days after the Effective Date, Contractor shall submit to Owner for Owner’s approval two (2) sets of plans and improvements specifications (the “Draft Plans and Specifications), which shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance conformity with the Scope provisions of Work for the projectProposal, as well as the Standard Specifications, the final design/development C Set Plans and the Bid Addendum (if any). If within thirty (30) days after Owner shall have received the Draft Plans and Specifications, Owner shall not give notice to Contractor of any comments thereon, then such Draft Plans and Specifications for the Building and Improvements to shall be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually deemed approved by Kirco Owner and Owner in writing and to be attached hereto as Exhibit F (shall constitute the "“Final Plans and Specifications")”, and any modifications or changes as the same are referred to the in this Agreement. If within thirty (30) days after Owner shall have received such Draft Plans and Specifications that may hereafter be agreed to by Kirco and Owner; providedSpecifications, that any change from Owner shall give Contractor notice of comments thereon, then Contractor shall revise the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Draft Plans and Specifications in accordance with said comments to the event of unavailability or unanticipated price increases or to avoid unnecessary delays extent that said comments shall be in conformity with the construction provisions of the BuildingProposal, such changes to be agreed in advance by Ownerthe Standard Specifications, whose consent shall not unreasonably be withheld or delayed. Once the C Set Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, Bid Addendum (if any, resulting from such change, ) and resubmit to Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to receipt of Owner’s notice of comments. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested The procedure for approval and/or comments by Owner as bid by the successful bidder for that work or material will, as applicable, above set forth shall be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from repeated until such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Draft Plans and Specifications shall be attached to this Agreement as Exhibit F finally approved except that the time limit for approval and revision shall be ten (10) days. Upon Owner’s approval of the final Draft Plans and Specifications in accordance with this Paragraph 1(A), such Draft Plans and Specifications. Once , as the final same may have been revised pursuant to this Paragraph 1(A) shall be deemed the “Final Plans and Specifications have been approvedSpecifications”, any changes or revisions thereafter requested by Owner as the same are referred to in this Agreement. If scope of the Work, as indicated in Paragraph A of this Agreement, is limited solely to fixture installation, then the provisions of this Paragraph 1(A) shall not apply. If the scope of the Work, as indicated in Paragraph A of this Agreement, is limited solely to remodeling of existing premises, then the provisions of this Paragraph 1(A) shall not apply and the Standard Specifications, C Set Plans and the Bid Addendum (if any) described in Paragraph B of this Agreement shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the “Final Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price”, as the same may be adjusted are referred to in accordance with the terms of this Agreement. (B) Each reference to “Schedule C of the lease” set forth in the Standard Specifications shall be deemed to constitute a reference to this Agreement.

Plans and Specifications. The Building All plans and improvements specifications for any building to ------------------------ be erected on the Demised Premises shall be constructed substantially as depicted submitted to Lessor for Lessor's written approval or any revisions required by Lessor. Said right of approval shall include, without limitation, size and general design of the building, construction materials to be used, exterior paint colors, all to be (i) compatible with existing and future improvements located or to be located on approved site plan for adjacent land owned by the project, a copy of which is Lessor and (ii) in compliance with the development guidelines attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇. ▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications")shall not unreasonably withhold such approval, and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or disapproval, Lessor shall give to avoid unnecessary delays Lessee an itemized statement of reasons therefor within thirty (30) days after the same are submitted to Lessor. If such plans and specifications are not approved and agreed to by Lessor and Lessee in writing within sixty (60) days after the same are first submitted to Lessor, then Lessor and Lessee shall select a mutually agreeable arbitrator, and the arbitrator so selected shall hear and determine the controversy and its decision as to the final plans and specifications shall be final and binding on both Lessor and Lessee, who shall bear the cost of such arbitration equally between them. Such arbitrator shall determine the controversy and notify Lessor and Lessee in writing of its determination within thirty (30) days after the controversy has first been submitted to such arbitrator. Within sixty (60) days after final approval of the plans, Lessee shall, at Lessee's sole expense, commence, and shall thereafter diligently prosecute to completion the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval improvements in accordance with such plans and specifications. Prior to the foregoingcommencement of any such work, Lessee shall furnish Lessor with a good and sufficient surety bond guaranteeing the proposed Plans completion of such building and Specifications shall be attached to this Agreement as Exhibit F the payment of all bills therefor or waivers of construction liens from all contractors and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed subcontractors to be changes concerning which Owner shall be liable for, and shall pay any increase in utilized on the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreementproject.

Plans and Specifications. The Building (i) It is the intention of Landlord, MiniMed and improvements Tenant that all Improvements within the Leased Premises be constructed, installed, erected, operated and maintained so that the Improvements shall be constructed substantially aesthetically and architecturally harmonious. Accordingly, except as depicted on approved site plan for otherwise provided hereinafter, all Improvements within the projectLeased Premises, a copy including initial construction and any major alterations (but not including tenant improvements other than as may be requested by Landlord pursuant to Section 5.1(c)), additions, exterior remodeling or reconstruction of which is attached hereto as Exhibit Dany Improvements following the initial construction thereof, and shall be performed only in accordance with approved plans for such work as provided herein. As of the Scope of Work Commencement Date, the schematic design for the projectResearch Center has been approved. (ii) Prior to the commencement of the construction and/or installation of any Improvements whatsoever on the Leased Premises or any part thereof by Tenant, the final design/development Plans MiniMed or any Subtenant, MiniMed shall deliver to Landlord detailed plans through and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F including construction drawings (the "Plans") of scaled elevations, exterior design concepts, material selection and color for the exterior surfaces of the proposed Improvements (which Plans and Specifications")shall include a grading plan and/or a utility plan, and any modifications or changes to the extent applicable). Landlord shall in writing either approve or disapprove the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design within thirty (30) days of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordinglyreceipt thereof. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right If Landlord fails to approve or disapprove the actual cost as reflected Plans in accordance with the bids and to withdraw the request for a change in terms of this Lease within such thirty (30) day period, the Plans shall be deemed disapproved. Upon a deemed disapproval, Tenant or MiniMed may deliver a notice to Landlord which states that there has been a deemed disapproval, requesting that Landlord approve or disapprove the Plans, stating that Landlord must approve or disapprove the Plans within 15 days after Landlord's receipt of this notice, and Specificationsthat failure by Landlord to either approve or disapprove of the Plans within such 15 day period will result in deemed approval. If Landlord fails to approve or disapprove the Plans in accordance with the terms of this Lease within such fifteen (15) day period, provided that such approval or disapproval must the Plans shall then be communicated to Kirco deemed approved. Upon submission of any disapproval, Landlord shall inform Tenant and MiniMed in writing within ten (10the "Plan Disapproval Notice") days after delivery of the bids to Owner. If Owner fails to disapprove reasons for disapproval with particularity and the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the required changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract PricePlans. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner MiniMed shall have ten (10) business days following from receipt of any Plan Disapproval Notice within which to notify Landlord that MiniMed agrees to make such changes or objects to any required changes. If MiniMed notifies Landlord within said 10-day period of its objections to the date of delivery required changes, then Landlord and MiniMed agree to Owner meet to review and approve or comment in writing on the proposed discuss their differences within ten (10) days after MiniMed gives such notice. Following such meeting, MiniMed shall revise such Plans and Specifications. If Owner timely comments resubmit them to Landlord by the later of (i) thirty (30) days after receipt of the Plan Disapproval Notice, or raises (ii) ten (10) days after such meeting, unless the nature of such changes requires a longer period of time, in which case MiniMed shall resubmit said Plans or other submissions as soon as possible, and, in any objection to the proposed Plans and Specificationscase, Kirco shall address the comments and objections with the Architect within no later than seventy-five (575) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery after receipt of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on themPlan Disapproval Notice. If a second set of revised proposed Plans and Specifications is necessitated Any resubmissions by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications MiniMed shall be attached to this Agreement as Exhibit F approved or disapproved and shall be revised within the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability times set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements herein with respect to the typesinitial submission. Landlord shall not disapprove of any Plans for design or aesthetic reasons if the same are compatible and/or in substantial conformity with the general architectural design, characteristics aesthetic quality, and specifications exterior materials of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans Improvements previously approved by Landlord and Specifications are a logical evolution of the Building previously approved schematic design. Landlord shall exercise its discretion with respect to approval or disapproval of any such plans in a reasonable and Improvements pertaining to layout and functionality for Owner's proposed use. uniform manner. (iii) Upon the completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all initial construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreement.and

Plans and Specifications. The Building Lessee shall deliver to Lessor, for approval by Lessor and improvements shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the projectAgent, the final design/development Plans and Specifications for the Building and Improvements all new improvements it elects to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and make to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and each Tract of Property. Once any modifications or changes to the Plans and Specifications that may hereafter be agreed for any Tract of Property are so delivered and approved by Lessor and Agent, Lessee shall not agree to by Kirco and Owner; providedor permit any revision, that any change from the preliminary plan and Scope of Work that is reflected in the final amendment, supplementation or other modification to such Plans and Specifications that results in a change in cost without the written consent of Lessor if such revision, amendment, supplementation or modification (either alone or together with all prior revisions, amendments, supplementations and modifications to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the all Plans and Specifications for all of the Tracts of Property) is reasonably likely to: (a) Cause the Acquisition Prices plus all other costs and expenses of acquiring all of the Tracts of Property and constructing all of the New Improvements to all the Tracts of Property in the event of unavailability or unanticipated price increases accordance with this Agreement (including all Permitted Improvement Costs and Permitted Transaction Expenses paid or to avoid unnecessary delays in be paid with Advances) to exceed the construction lesser of (i) the Total Commitment and (ii) the sum of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion most recent Expiration Date Appraisals for all of the Plans and Specifications, Kirco will obtain an estimate Tracts of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten Property (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change andor, in the case of any Tract of Property for which Lessee does not deliver an increase in Expiration Date Appraisal, the costs, a Closing Date Appraisal therefor) ; (b) Make it difficult or impossible to Complete the construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added New Improvements to such Tract of Property in accordance with this Agreement on or prior to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly payOutside Completion Date; or (c) Cause the Fair Market Value of such Tract of Property to be less than the most recent Expiration Date Appraisal for such Tract of Property (or, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set any Tract of revised plans. Upon review, revision and approval in accordance with the foregoingProperty for which Lessee does not deliver an Expiration Date Appraisal, the proposed Plans and Specifications Closing Date Appraisal therefor) or otherwise decrease in any material amount. Lessee shall be attached notify Lessor promptly in writing of any revision, amendment, supplementation or other modification to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreement.

Plans and Specifications. The Building and improvements Tenant shall be constructed substantially as depicted on approved site plan solely responsible for the projectpreparation and submission to Landlord of the architectural, a copy electrical, mechanical and plumbing construction design drawings, construction plans and specifications required to permit, construct and complete the TIW (called "TIW Plans") and all and all other information required by Landlord and the General Contractor necessary to perform the TIW. The TIW Plans shall be subject to the approval of which is attached hereto as Exhibit D, Landlord's architect and in accordance engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the Scope design and function of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared Building. If requested by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇'s architect will prepare the TIW Plans necessary for the TIW at Tenant's cost. Whether or not the TIW Plans are prepared with the help (in whole or in part) of ▇▇▇▇▇▇▇▇'s architect, ▇▇▇▇▇▇ (hereinafter agrees to remain solely responsible for the "Architect" or "Architects) consistent preparation and submission of the TIW Plans and all costs related thereto. ▇▇▇▇▇▇ has assured itself by direct communication with the foregoing architect and engineers (Landlord's or its own, as the case may be) that the Final Plans can be delivered to Landlord on or before the Final Plans Date, provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and when requested by them and Landlord responds with its approval or disapproval of the TIW Plans and any revisions to the TIW Plans within the periods specified in this Section 3.2; and Tenant covenants and agrees to cause said Final Plans to be delivered to Landlord on or before Final Plans Date and to devote such time as may be mutually approved necessary in consultation with said architect and engineers to enable them to complete and submit the TIW Plans before the Final Plans Date. Time is of the essence in respect of the preparation and submission of plans by Kirco ▇▇▇▇▇▇ and Owner ▇▇▇▇▇▇▇▇'s response to each submission of the TIW Plans or the revised TIW Plans by ▇▇▇▇▇▇. The TIW Plans shall require Landlord's approval, which shall not be unreasonably withheld, delayed or conditioned. Landlord shall give Tenant notice, in writing and reasonable detail, of any reasonable objections or concerns Landlord may have with respect to be attached hereto as Exhibit F (the "any TIW Plans and Specifications")or revised TIW Plans within 7 business days after Landlord's receipt of TIW Plans or revisions, and any modifications or changes to if Landlord does not give such notice within the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; providedaforesaid 7-business day period, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner Landlord shall be deemed to have elected to approved the TIW Plans in question. Landlord shall not make such change. Upon completion be deemed unreasonable for withholding approval of plans which (i) involve or might affect any structural element or exterior element of the Plans and SpecificationsBuilding or any portion thereof, as part of Kircoor (ii) might, in Landlord's bidding process Kirco will obtain bids that reflect reasonable opinion, materially adversely affect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery value of the bids to OwnerBuilding or any portion thereof, or (iii) might materially adversely affect the proper functioning of the Building systems. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added Landlord reasonably and timely objects to the Contract Price. KircoTIW Plans, or any portion thereof, Tenant shall cause the TIW Plans to be revised in a manner sufficient to remedy Landlord's on-site personnel costs shall include direct salary or hourly pay, reasonable objections and customary fringe benefits respond to Landlord's reasonable concerns and ordinary and necessary employer costs directly related redelivered to such change. Upon completion Landlord as soon as reasonably possible after ▇▇▇▇▇▇'s receipt of the proposed Plans and Specifications, Kirco shall deliver the same Landlord's notice of objection (Tenant hereby agreeing to Owner and Owner shall have ten (10) business days following the date of delivery use best efforts to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect respond within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and days). The aforesaid process shall be repeated until the Architect plans are approved by Landlord. The final TIW Plans approved by Landlord shall be called the "Final Plans." Tenant shall use diligence to resolve any outstanding issues. Upon completion of any submit revised proposed TIW Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the both parties shall follow cooperate to diligently complete the same procedure as in Final Plans by the case of Final Plans Date. Landlord shall cause the first set of revised plans. Upon reviewTIW to be completed, revision and approval in accordance with this Lease, by Erland Construction (the foregoing"General Contractor") and by subcontractors selected and engaged by Landlord and the General Contractor. Landlord shall cause the General Contractor to obtain competitive bids for the TIW from at least three subcontractors for each major trade of work involved in the TIW. Tenant shall have the right to specify one subcontractor reasonably acceptable to Landlord to participate in such competitive bidding for each such trade. One of the three subcontractors shall employ non-union labor, unless no such subcontractor is available to perform any particular trade. Landlord shall cause the proposed General Contractor to accept the lowest qualified bid submitted for each such trade unless such bid fails to conform to the Final Plans or the requirements of this Lease. Within 10 business days after the date of the delivery of Final Plans to Landlord, Landlord shall provide to Tenant a written summary (the "Cost Proposal") of the cost of the TIW, based on the Final Plans. The Cost Proposal (and Specifications any revisions thereto) shall be attached include such reasonable supporting documentation as Tenant shall reasonably require to confirm the accuracy of the calculation of Tenant's Share (as hereinafter defined) and compliance with the terms of this Agreement as Exhibit F and Lease. Tenant shall be give written notice to Landlord of any disapproval of the final Plans and SpecificationsCost Proposal, together with reasons for such disapproval, within five business days after receiving the Cost Proposal from Landlord. Once Tenant shall not unreasonably withhold or condition its approval of the final Plans and Specifications have been approvedCost Proposal. If Tenant fails to deliver such notice of disapproval to Landlord within such five-business-day period, any changes or revisions thereafter requested by Owner Tenant shall be deemed to be changes concerning which Owner have approved the Cost Proposal. If Tenant reasonably disapproves the Cost Proposal within such five-business-day period, Tenant shall be liable forrevise the Final Plans within such 5-day period, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architectsubject to Landlord's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed useapproval, which shall not be Ownerunreasonably withheld, delayed or conditioned. Within 5 business days after ▇▇▇▇▇▇'s responsibility submitting of the revised Final Plans, Landlord shall submit a revised Cost Proposal to reviewTenant based on the revised Final Plans and shall then be released to commence the TIW. Kirco Tenant and Landlord agree to hold weekly project meetings with the architect and contractor commencing fourteen (14) days after the date this Lease is executed. In calculating the costs of ▇▇▇▇▇▇▇▇'s Work for the purpose of determining Tenant's Share (the "Contract Price"), such costs shall provide summaries or copies include only the sum of manufacturer(i) fees and expenses paid to architects and engineers in connection with the preparation and revision of the Final Plans, (ii) the total of all bids from subcontractors accepted by the General Contractor in accordance with this Lease (the "Hard Costs"), (iii) a charge for the General Contractor's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject general conditions (equitably allocated to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications TIW) not to exceed ten (10%) percent of the Building Hard Costs (the "General Conditions") and Improvements with respect a fee equal to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications 5% of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion sum of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixturesHard Costs PLUS the General Conditions, and three (3iv) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating a fee payable to the timely delivery Nordblom Development Company on account of the as-built plans shall not excuse Kircomanagement of Landlord's performance. Simultaneously with the signing of this Agreement, the Architect has delivered Work equal to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval 3% of the Plans and Specificationssum of the Hard Costs, PLUS the General Conditions, PLUS the General Contractor's fee. The Architect Landlord shall provide proof complete Landlord's Work at its sole expense, subject to reimbursement by Tenant of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price amount ("Tenant's Share") by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as specified in the same may Cost Proposal (subject to increases or decreases under the next paragraph), exceeds the Allowance. If, after the Cost Proposal has been approved by Landlord and Tenant, Tenant requests any changes or substitutions to the Final Plans, all such changes shall be adjusted subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned. Before implementing any such change or substitution, Landlord shall prepare and deliver to Tenant, for Tenant's approval, a change order, on the form attached to this Lease as Exhibit D, setting forth any increase or decrease in the Contract Price resulting from such change. If Tenant fails to approve such change order within five business days after receiving it from Landlord, Tenant shall be deemed to have withdrawn its request. If Tenant approves such change order, Landlord shall make the requested change or substitution to Landlord's Work and shall revise the Cost Proposal if necessary. Landlord shall cause its General Contractor to retain until ninety (90) days after the substantial completion of the Leasehold Improvements complete and accurate financial records with respect to all costs and expenses incurred in connection with the performance of the Landlord's Work, and Tenant shall have the right to inspect such records during normal business hours for the purpose of verifying such costs. Tenant shall pay to Landlord 50% of Tenant's Share, determined in accordance with the terms final Cost Proposal approved by Landlord and Tenant (the "First Payment"), within ten business days after receiving such Cost Proposal. On the Commencement Date, Tenant shall pay to Landlord a sum equal to 90% of Tenant's Share, determined in accordance with such Cost Proposal, as increased or decreased by any change orders, less the amount of the First Payment. Any contrary provision of this AgreementLease notwithstanding, until completion of all Punch List Items, Tenant shall have the right to retain a sum equal to ten percent of Tenant's Share. Tenant shall pay Landlord such retained sum within 30 days after the completion of all Punch List Items.

Plans and Specifications. The Building and improvements Within thirty days after the execution hereof, Concessionaire shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes submit to the Plans Authority for its approval proposed plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials specifications for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes leasehold improvements to be agreed made to the Premises, and for the equipment, fixtures and furnishings to be installed in advance or placed upon the Premises by OwnerConcessionaire (such leasehold improvements, whose consent and said equipment, fixtures and furnishings to be referred to hereinafter as "Concessionaire's Improvements"). Said plans and specifications shall not unreasonably be withheld or delayed. Once conform to the Plans and Specifications and Scope description of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes same which appears in the Scope of Work, any upgrade in materials or any variation from Proposal as modified by the preliminary plans prior to completion layout plan of the Plans parties dated ________, 1997, said plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicablespecifications shall call for first-class materials and construction, and said plans and specifications shall provide that estimate to Owner, along be coordinated with an estimate the design and appearance of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires new retail merchandise facilities to include that change be constructed in the Plans and SpecificationsTerminal Building. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner The Authority shall have the right to approve or disapprove the actual cost as reflected require such changes, if any, in the bids such plans and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material willspecifications, as applicablethe Authority shall deem necessary or desirable in its reasonable judgment, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architectchanges (i) to correct errors or supply missing information, (ii) to comply with applicable building codes, health and safety regulations or other legal requirements or (iii) to make the proposed facilities conform more closely with the Concessionaire's fees incurred Proposal as modified in the manner described hereinabove, or more suitable for the preparation services which Concessionaire is obligated to provide hereunder, or more compatible with the remainder of revisions the Terminal Building. The Authority shall, within thirty days after its receipt of the proposed plans and specifications from the Concessionaire, notify the Concessionaire of the changes thereto, if any, which will be required by the Authority hereunder and Concessionaire shall make such changes within thirty days thereafter and submit the revised plans and specifications to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementAuthority.

Plans and Specifications. a. The Building and improvements shall be constructed substantially as depicted on approved the proposed site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, and with the final design/development Plans preliminary plans and Specifications specifications for the Building and Improvements prepared by the Architects, all of which are described on Exhibit C, as the same may be more fully depicted and/or modified by the final plans and specifications (the "Plans and Specifications") to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) Architect consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as further described on Exhibit F (the "Plans and Specifications"), D and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided. Owner acknowledges that the Architect has been selected by Owner. Kirco will engage the Architect to provide its architectural services to Kirco and Owner pursuant to this Agreement, that and Architect will owe its customary duty of care to Owner as well as to Kirco. Once the final Plans and Specifications have been agreed upon, if any change from the preliminary plan Preliminary Plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated whether requested by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and required by unforeseen circumstances, or required due to changes in statutes, ordinances or regulations or the application thereof by government officials, or price changes resulting from changes in material costs, the Contract Price shall be increased or decreased accordingly, subject to the approval of the Owner. The agreement between Kirco and the Architect shall provide that the Architect will owe its customary duty of care to the Owner and may report directly to the Owner as if the contract were directly between the Owner and the Architect, including instances where Kirco has failed to comply with the Agreement or with the Drawings or Specifications. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to must be agreed in advance to by Owner, whose consent shall not unreasonably be withheld or delayed. Any Contract Price changes shall include a proportional increase or decrease in the construction fee included in the Construction Contract referred to in Section 6 below (the "Construction Fee"). b. Once the Plans and Plans, Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, or if any such change is required by unforeseen circumstances, or required due to changes subsequent to the date hereof in statutes, ordinances or regulations or the application thereof by government officials, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors subcontractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any. If the change is based on an Owner request, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and SpecificationsSpecifications and, if Owner elects to make the change, the parties shall execute an appropriate change order. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Owner may direct Kirco to make a change in the Plans, the Specifications or in the Building and, if time does not permit the parties to determine the impact on the Contract Price, if any, and prepare and execute a complete Change Order prior to the change being made, the adjustment in the Contract Price (including a proportionate adjustment in the Construction Fee) will be subsequently equitably determined based on the cost increase or decrease resulting from the change. If the change is required by unforeseen circumstances, or required due to changes in statutes, ordinances or regulations or the application thereof by government officials, the Plans and Specifications and Contract Price shall be adjusted in accordance with the foregoing and the parties shall execute an appropriate change order if acceptable to the Architect and to the Owner. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase a change in the costs, a construction management fee equal to five percent (5%) of all proportional increase or decrease in the additional costs, including Kirco's on-site personnel costs, shall also Construction Fee will be added to or deducted from the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Kirco's administrative and overhead costs are included in the Development Fee and there will be no separate adjustment for such costs. c. Upon completion of the proposed Plans and Specificationsfinal plans, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans design and Specificationsdevelopment drawings. If Owner timely comments or raises any objection to the proposed Plans and Specifications, final drawings Kirco shall address the comments and objections with the Architect within five ten (510) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications plans and delivery of the same to Owner, Owner shall have five ten (510) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications plans is necessitated by Owner's timely comments, comments the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, foregoing the proposed Plans design and Specifications development plans shall be attached to this Agreement as Exhibit F and shall be become the final Plans and Specifications. If Owner does not provide any written comments or objections to the drawings or Plans and Specifications, including any revisions thereto, to Kirco within the time provided in this Section, Owner shall be deemed to have not approved the drawings and Plans and Specifications as delivered. Thereafter, Owner's review shall only be as necessary or required unless and until Owner requests review of any subsequent drawings. Owner acknowledges that its failure to timely approve such Plans and Specifications in accordance with the Master Building Schedule may result in a delay in the performance of Kirco's work under this Agreement, in which the time in which Kirco is obligated to complete its work under this Agreement shall be extended by one day for each day of Owner delay in such approval. Once the final drawings or Plans and Specifications have been approved, or Owner's right to comment or object has expired, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay pay, any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. . d. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide to Owner for review summaries or or, if available, copies of manufacturer's and installation warranties for Ownerand/or installer's approval warranties, if any, regarding all major systems, HVAC, windows, roofing, parking (if applicable) and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject Kirco shall also advise Owner if extended warranties are available from the manufacturer or installer for any of such components and the extra cost of obtaining the same, if any. Owner may elect, at Owner's expense, to purchase extended warranty coverage if and to the limitations on Kirco's liability set forth in Section 13 belowextent available from the manufacturer or installer of any component covered by a separate warranty and, if Owner elects to do so the Contract Price shall be increased accordingly. Kirco shall bear all responsibility for any errors or defects defects, or failure to meet statutory or code requirements, in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or componentsImprovements, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. . e. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense no additional cost to Owner original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking (if applicable) and major fixtures. In addition, and three five (35) complete sets of "as-built" plans for the Building, which Building shall be delivered as soon as practicable following Substantial Completion. Failure . f. If, after completion of the work and Final Payment by Owner, Owner determines that the Architects have failed to properly design the Building and/or Improvements or that there otherwise exists any basis on which Owner intends to pursue a claim against the Architects, Kirco shall assign to Owner all of Kirco's subcontractors relating rights and claims under the agreement with the Architects. Owner covenants that Owner will not join Kirco as a party in any suit or proceeding against the Architects unless, and only, if the participation of Kirco in such suit or proceeding is necessary as a matter of law to fully adjudicate Owner's claims. In the latter event Owner shall, if requested by Kirco, reassign to Kirco, in whole or in part, all of such previously assigned rights and claims against the Architect and/or take such other action with respect to the timely delivery assigned claims as may be necessary to permit Kirco to retain a sufficient cause of action against the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this AgreementArchitect, the Architect has delivered whether for indemnity and reimbursement or otherwise, to Owner a statement to the effect that the Architect has acted as architect for permit both Owner and that Owner is entitled Kirco to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. fully recover on their claims. g. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed by Kirco for the Contract Price by Kirco does not includeincludes all work necessary for the design, obtaining of permits and completion of construction of the Building and Improvements as shown on the Plans and Specifications to be described herein, but subject to certain items clarifications identified as "Exclusions" on Exhibit B and Exhibit C, E. The costs of all work in excess of which costs the clarifications shall be the sole responsibility of Owner and and, if installed or completed by Kirco, shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected together with an appropriate increase in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; providedConstruction Fee, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreementif applicable.

Plans and Specifications. The Building and Said improvements shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and completed in accordance with the Scope of Work for the project, the final design/development Plans working plans and Specifications for the Building and Improvements specifications to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans following manner: Lessee agrees to prepare and Specifications furnish preliminary plans and specifications, it being understood that results in a change in cost said preliminary plans and specifications will follow the general description of said improvements hereinbefore set forth. In order to Kirco, including without limitation any change in meet the design of the roof from the design originally contemplated by the parties, shall be anticipated Commencement Date as set forth in a written Change Order approved Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans, specifications and signed by Kirco and Ownercompany standard details within 30 days after execution of this lease. For every day which Lessee is in[SIC] delayed after the expiration of said 30 days, and the Contract Price date set forth in Section 1.03.d above shall be increased or decreased accordinglyextended another day. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner Lessor shall have the right to approve omit or disapprove modify any item or detail in Lessee's preliminary plans and specifications if Lessor, in Lessor's reasonable judgment, determines that the actual cost as reflected construction or installation of such detail or item is impractical. No later than 30 days after receipt of Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. It is expressly understood and agreed that said final working plans and specifications shall not deviate from, and shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or unless Lessor in Lessor's reasonable judgment determines that any detail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the bids final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, said final plans and specifications shall be submitted to withdraw Lessee for Lessee's written approval before construction work is commenced, but such approval, if given, shall not relieve Lessor of the request for a change responsibility of constructing structurally sound improvements free from defects. Lessee agrees to notify Lessor in the Plans and Specifications, provided that such writing of its approval or disapproval must be communicated to Kirco in writing of the final plans and specifications within ten thirty (1030) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications they have been approved, any changes or revisions thereafter requested received by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementLessee.

Plans and Specifications. The Building and improvements Landlord shall be constructed substantially as depicted on approved site plan retain an architect selected by Landlord for the project, a copy preparation of which is attached hereto as Exhibit D, preliminary and in accordance with the Scope of Work final working architectural and engineering plans and specifications for the project, the final design/development Plans and Specifications for the Building and Tenant Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "“Final Plans and Specifications"”), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco Landlord reserves the right to make reasonable changes or substitutions substitute for the Architect another architect of substantially equivalent products and materials for those listed in its selection. Tenant shall cooperate diligently with the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, Architect and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing furnish within ten (10) days after delivery request therefor, all information required by the Architect for completion of the bids Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to Ownergive under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. If Owner fails to disapprove the bids within that time period, Owner will Landlord shall not be deemed not to have approved acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 9 below) because, in Landlord’s reasonable opinion, the bids. Upon award work as described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect Building systems, the structure of the contracts by Kirco, Building or the amount safety of the difference Building and/or its occupants; (b) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Project; (c) would increase the cost resulting of operating the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant’s premises or such other tenant’s use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord’s building standards; or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than twenty percent (20%) from the changes requested by Owner as bid cost originally estimated and anticipated by the successful bidder for that work or material willparties. The foregoing reasons, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costshowever, shall also not be added the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the Contract Priceforegoing. Kirco's on-site personnel costs Neither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord’s performance, supervision or monitoring of the Tenant Improvements shall include direct salary constitute any warranty or hourly paycovenant by Landlord to Tenant of the adequacy of the design for Tenant’s intended use of the Premises. Tenant agrees to, reasonable and customary fringe benefits does hereby, assume full and ordinary complete responsibility to ensure that the Tenant Improvements and necessary employer costs directly related the Final Plans and Specifications are adequate to such changefully meet the needs and requirements of Tenant’s intended operations of its business within the Premises and Tenant’s use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as Exhibit B-1. Upon completion of the proposed Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 6) plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) (“Tenant’s T.I. Budget”), at Tenant’s request, the Final Plans and Specifications may be revised once, at Tenant’s cost and expense. Any such revisions shall be subject to Landlord’s approval, and the amended Final Plans and Specifications, Kirco as approved by Landlord and Tenant, shall deliver thereafter be deemed to be the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Final Plans and Specifications and delivery of for the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on themTenant Improvements. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed The amended Final Plans and Specifications shall be attached to this Agreement as Exhibit F and approved by Tenant (in writing, if requested by Landlord) not later than three (3) days after Landlord’s request therefor. Landlord shall be the final Plans and Specifications. Once the final thereafter submit such amended Final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable forthe Contractor (as hereinafter defined) and subcontractor for re-bidding, and shall pay any increase in furnish a cost breakdown to Tenant. If the Contract Price directly occasioned estimated Tenant Improvements Cost, as determined by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for bids based on the preparation of revisions to the design and development drawings or amended Final Plans and Specifications and all additional fees and the reasonably anticipated costs of Kirco's construction contractorother items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 8. Kirco Tenant’s failure to approve or disapprove any matters which Tenant shall be responsible for reviewing the Plans and Specifications and satisfying itself as entitled to the accuracy and completeness of the same, except for those matters pertaining approve or disapprove pursuant to layout and functionality for Owner's proposed use, which this Paragraph 4 shall be Owner's responsibility conclusively deemed to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price same by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementTenant.

Plans and Specifications. The Building Other than Landlord's Work, all work in and improvements to the Premises that shall be constructed substantially necessary or desirable in order to prepare the same for Tenant's use and occupancy ("TENANT'S WORK") shall be performed by Tenant at its sole cost and expense (except to the extent that all or a portion of the same is to be reimbursed to Tenant through the Landlord Contribution as depicted on approved site plan and when hereinafter provided). Within thirty (30) days after the latest to occur of: (a) the Commencement Date; (b) the date upon which Landlord delivers to Tenant a complete set of plans for the projectBuilding, showing the Premises as the same will be constituted after the completion of Landlord's Work, in form and having content sufficient to permit Tenant's architect to begin to prepare its preliminary plans and specifications for Tenant's Work based thereon; and (c) the date upon which Tenant receives a signed, original copy of which is attached hereto as Exhibit Dthe Asbestos Certificate, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements Tenant shall prepare or cause to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter preliminary plans and specifications for Tenant's Work and shall submit the "Architect" or "Architects) consistent with the foregoing and same to Landlord for approval, such approval not to be mutually approved by Kirco unreasonably withheld. Landlord shall have a period of fifteen (15) days within which to either approve such plans and Owner in writing and specifications or to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications make comments or changes thereon. If Landlord does not respond to the Plans Tenant's submission of plans and Specifications that may hereafter be agreed to by Kirco and Owner; providedspecifications within such fifteen (15)-day period, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner Landlord shall be deemed to have elected to not make such changeapproved the same. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten Within sixty (1060) days after delivery Landlord's approval of the bids Tenant's preliminary plans, Tenant shall prepare and submit to OwnerLandlord for its approval (not to be unreasonably withheld) final plans and specifications for Tenant's Work. If Owner fails Landlord does not respond to disapprove the bids Tenant's submission of final plans and specifications within that time periodfifteen (15) days after they have been provided to Landlord, Owner will Landlord shall be deemed not to have approved the bidssame. Upon award In the event Landlord disapproves any submission of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added Tenant pursuant to the Contract Price. Kirco's on-site personnel costs terms hereof, Landlord shall include direct salary or hourly pay, reasonable simultaneously with such disapproval give Tenant detailed reasons therefor and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached diligently attempt to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and resolve all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those outstanding matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure possible, PROVIDED, HOWEVER, that in the event the parties are unable to agree upon same within one hundred twenty (120) days after the commencement of Kirco's subcontractors relating such dispute, either party shall have the right, upon notice to the timely delivery of other, to terminate the as-built plans Lease, and neither party shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement thereafter have any further obligation or liability to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specificationsother. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost offinal plans and specifications, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications when approved by Owner and Kirco shall be an exclusion from the work; providedLandlord, however, it is contemplated that completion of all construction pursuant are referred to all approved Plans and Specifications is included within the Contract Price, in this Lease as the same may be adjusted in accordance with the terms of this Agreement"FINAL PLANS."

Plans and Specifications. The Building Tenant shall submit to Landlord within fifteen (15) days after the date of this Amendment space plan(s) and improvements shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the projectother information (collectively, the final design/development Plans "Space Plan") necessary or required by Landlord to complete the initial plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F specifications (the "Plans and SpecificationsInitial Construction Documents"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials ) for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes tenant finish in the Scope of WorkExpansion Premises. Landlord’s Architect, any upgrade in materials or any variation from Entos Design, shall prepare and submit the preliminary plans prior Initial Construction Documents to completion of Tenant for Tenant's approval as soon as practical after receiving the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within Space Plan. Within ten (10) business days thereafter if Owner desires after receipt of the Initial Construction Documents, Tenant shall deliver to include that change Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Plans and Specifications. In Initial Construction Documents that vary from the absence Space Plan, the redrawing costs will be at Tenant's expense, subject to application of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion any available portion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to OwnerAllowance. If Owner fails to disapprove Landlord does not receive a notice from Tenant disapproving the bids Initial Construction Documents within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review day period, Landlord shall send a second and approve or comment in writing on the proposed Plans final notice (“Final Notice”) and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner Tenant shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets days following the Final Notice to respond in writing whether it approves or disapproves the Initial Construction Documents. If Tenant does not respond within the three (3) day period, then Tenant is deemed to approve the Initial Construction Documents. Any redrawing of "as-built" plans for or changes in the BuildingInitial Construction Documents requested by Tenant after Tenant's initial approval is at Tenant's expense, which shall be delivered as soon as practicable following Substantial Completion. Failure subject to application of Kirco's subcontractors relating to the timely delivery any available portion of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementAllowance.

Plans and Specifications. The Building and improvements (a) Landlord shall be constructed substantially as depicted on approved site plan retain an architect selected by Landlord in consultation with Tenant ("ARCHITECT") for the project, a copy preparation of which is preliminary and final working architectural and engineering plans and specifications for the Tenant Improvements ("FINAL PLANS AND SPECIFICATIONS") based upon the space plans attached hereto as Exhibit D, and in accordance EXHIBIT B-1. Tenant shall cooperate diligently with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, Architect and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing furnish within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time periodrequest therefor, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid all information required by the successful bidder Architect for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Final Plans and Specifications, Kirco and shall deliver the same to Owner and Owner shall have ten provide (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specificationswriting, Kirco shall address the comments and objections with the Architect within if requested by Landlord), not later than five (5) business days andafter request therefor, if necessary, will convene a meeting between representatives any approval or disapproval of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed preliminary or Final Plans and Specifications and delivery of the same which Tenant is permitted to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed give under this EXHIBIT B. The Final Plans and Specifications shall be attached subject to this Agreement Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any Change Request (hereafter defined in Paragraph 8 below) because, in Landlord's reasonable opinion, the work as Exhibit F described in any such item, or any Change Request, as the case may be: (a) is likely to adversely affect the Systems, the structure of the Building or the safety of the Building and/or its occupants; (b) impairs Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) adversely affects another tenant's premises within the Project or such other tenant's use and enjoyment of such premises; (h) is prohibited by any Encumbrance or Private Restrictions; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (j) is not, at a minimum in accordance with Landlord's building standards. The foregoing reasons, however, shall not be the final Plans and Specificationsonly reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Once Neither the final approval by Landlord of the Final Plans and Specifications have been approvedor any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord's performance, supervision or monitoring of the Tenant Improvements shall constitute any changes warranty or revisions thereafter requested covenant by Owner shall be deemed Landlord to be changes concerning which Owner shall be liable forTenant of the adequacy of the design for Tenant's intended use of the Premises. Except as otherwise set forth in this Lease, Tenant agrees to, and shall pay any increase in does hereby, assume full and complete responsibility to ensure that the Contract Price directly occasioned by such changes Tenant Improvements and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Final Plans and Specifications are adequate to fully meet the needs and all additional fees requirements of Tenant's intended operations of its business within the Premises and costs Tenant's use of Kirco's construction contractorthe Premises. Kirco Landlord and Tenant shall be responsible for reviewing indicate their approval of the Final Plans and Specifications by initialing them and satisfying itself as attaching them to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed useLease as EXHIBIT B-2. Upon completion of the workFinal Plans and Specifications and approval thereof by Landlord and Tenant, Kirco Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost (hereafter defined in Paragraph 6), based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the sum of the Tenant Improvements Allowance (hereafter defined in Paragraph 5) plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 7) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised, at Tenant's cost and expense. Any such revisions shall provide be subject to Owner at KircoLandlord's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixturesapproval in accordance with this Paragraph 3, and three (3) complete sets of "as-built" plans the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Building, which Tenant Improvements. The amended Final Plans and Specifications shall be delivered approved by Tenant (in writing, if requested by Landlord) not later than five (5) days after Landlord's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as soon determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as practicable following Substantial Completionand when required by Paragraph 7. Failure of KircoTenant's subcontractors relating failure to the timely delivery of the as-built plans approve or disapprove any matters which Tenant shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is be entitled to rely upon approve or disapprove pursuant to this Paragraph 3 shall be conclusively deemed to be approval of same by Tenant. (b) At the Architect's professional expertise in Ownertime of obtaining Landlord's approval of the Final Plans and Specifications, Tenant shall have the right to request that Landlord inform Tenant whether all or any portion of the Tenant Improvements may remain in the Premises, the Building or the Project following, or must be removed from the Premises, the Building or the Project prior to, the expiration or sooner termination of this Lease. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work Any Tenant Improvements that Landlord requires to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs so removed shall be the responsibility of Owner and shall be added referred to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, herein as the same may be adjusted in accordance with the terms of this Agreement."NON-

Plans and Specifications. The Building items listed in this Section 1 are herein collectively called the "Property". Notwithstanding any provision contained in this Agreement to the contrary, the term "Property" shall not include, and improvements Seller is not assigning or conveying to Purchaser, the following (the "Excluded Property"): (a) any insurance contracts or policies owned or held by Seller in connection with the Property; (b) the existing management contract in connection with the Property, which management contract has been terminated; (c) the computer software program used by Seller and/or Seller’s property manager in connection with the Property; (d) any and all deposits (other than Deposits as described above), cash (except to the extent attributable to prepaid rents under the Leases) and other accounts owned or held by Seller; or (e) any contracts, agreements or information pertaining to the cost of acquiring or developing the Property. TO HAVE AND TO HOLD the Property unto Purchaser, its successors and assigns forever and Seller binds itself and its successors and assigns to forever WARRANT AND DEFEND the assets hereby sold unto Purchaser, its successors and assigns, forever against every person whomsoever lawfully to claim such herein described assets or any part thereof by, through or under Seller, but not otherwise; subject, however, to all matters in existence and affecting title to the Property. PROVIDED, HOWEVER, THAT IT IS AGREED AND UNDERSTOOD THAT, EXCEPT AS SET FORTH IN THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED AUGUST __, 2012, BETWEEN SELLER AND [ARC IV], THE PROPERTY IS USED, IS SOLD "AS IS" AND WITH ALL FAULTS AND "WHERE IS" AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS OR MERCHANTABILITY, QUALITY, DESIGN AND SUITABILITY OF THE ASSETS IN ANY RESPECT OR IN CONNECTION WITH, OR FOR THE PURPOSES AND USES OF, PURCHASER. It is understood and agreed that, by its execution hereof, Purchaser hereby assumes and agrees to perform all of the terms, covenants and conditions contained in the Service Contracts properly due, owing or performable from and after the date hereof, to discharge any and all such obligations of Seller in the Service Contracts promptly and to indemnify, save and hold harmless Seller from any and all liability, claims or causes of action existing in favor of or asserted by other parties to the Service Contracts, arising out of or relating to Purchaser's failure to perform any of the obligations of Seller under the Service Contracts herein assigned properly due, owing or performable after the date hereof. Seller hereby agrees to indemnify, save and hold harmless Purchaser from any and all liability, claims, or causes of action, loss, cost, or expenses arising out of or relating to Seller's failure to perform any of the obligations of Seller under the Service Contracts herein assigned properly due, owing or performable and properly allocable to the period prior to the date hereof. Notwithstanding any provision contained herein to the contrary, it is expressly agreed and understood by and between the parties hereto that any liability of Seller under this B▇▇▇ of Sale and Assignment shall be constructed substantially limited as depicted on approved site plan for set forth in that certain Purchase and Sale Agreement dated _______, entered into by and between Seller and Purchaser. EXECUTED effective as of the project_____ day of ____________, 2012. BB FONDS INTERNATIONAL 1 USA, L.P., a copy of which is attached hereto as Exhibit DDelaware limited partnership By: BB-Lincoln, and in accordance with the Scope of Work for the projectInc., the final design/development Plans and Specifications for the Building and Improvements to be prepared by a Delaware corporation, its General Partner By: Name: Title: _________________________________, a _________________________________ By: Name: Title: ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ § § ▇▇▇▇▇▇ (hereinafter OF _________ § This instrument was acknowledged before me on the "Architect" or "Architects) consistent with the foregoing and to be mutually approved _____ day of _________________, 2012, by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications")_____________________, and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided____________________ of BB Lincoln, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costsInc., a construction management fee equal to five percent Delaware corporation, General Partner of BB Fonds International 1 USA, L.P., a Delaware limited partnership, on behalf of said corporation and limited partnership. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My Commission Expires: (5%Printed Name of Notary) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing THE STATE OF TEXAS § § COUNTY OF _________ § This instrument was acknowledged before me on the proposed Plans and Specifications_____ day of _________, 2012, by __________________, _______________ of __________________, a _______________, on behalf of said ______________. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My Commission Expires: (5) business days and, if necessary, will convene a meeting between representatives Printed Name of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreement.Notary)

Plans and Specifications. (A) Within ninety (90) days after Lease Commencement Date, Tenant shall submit to Landlord, for Landlord's written approval the following items (hereinafter collectively referred to as "Required Items"): 1. Complete detailed drawings and specifications in sufficient detail for Tenant to obtain all necessary building permits (hereinafter collectively referred to as "Plans") for all the work to be done by Tenant to the Leased Premises. Each of Tenant's Plans submissions shall include two sets of full-size construction drawings and specifications, as well as one set of computerized construction drawings saved on a CD ROM in .DWG or .DXF file format. 2. A contractor's "Payment and Performance Bond" in favor of Landlord as obligee, in form approved by Landlord, issued by a surety company satisfactory to Landlord, guaranteeing completion of Tenant's work In accordance with the Plans free of liens and security agreements. 3. A comprehensive general liability insurance policy from ▇▇▇▇▇▇'s contractor's insurer (with a rating of not less than A-8) naming Landlord as additional insured for at least $3,000,000 combined single limit for bodily Injury and property damage and contractor's Workers' Compensation and Occupational Disease insurance with statutory limits and employer's liability with a limit of at least $1,000,000. 4. The Building and improvements shall be constructed substantially as depicted on approved site plan for general contractor's written indemnity agreement in the project, a copy of which is form attached hereto as Exhibit D"B-1" that the contractor shall Indemnify, defend, save and hold harmless Landlord, its mortgagee, agents, employees and assigns, from all liabilities, claims, losses, liens, damages and suits of whatsoever nature for personal injury, death or property damage alleged to arise out of the work performed under the contract, whether by contractor or by any subcontractor, and whether asserted against Landlord or contractor. (B) Landlord shall inform Tenant of any objections to the Required Items within thirty (30) days after receipt of all such Items. If Tenant fails to deliver any of the Required Items timely, then Landlord shall have the right to terminate this Lease. Furthermore, Landlord shall have no obligation to review Tenant's Plans unless and until Landlord is in accordance with receipt of all Required Items. Tenant, within thirty (30) days of receiving Landlord's objections to the Scope Required Items, shall deliver to Landlord corrected Required Items, which Landlord shall accept or reject within the next fifteen (15) days. (C) Tenant must obtain ▇▇▇▇▇▇▇▇'s written approval of Work all Required Items prior to commencing any of its work at the Leased Premises. ▇▇▇▇▇▇▇▇'s approval of ▇▇▇▇▇▇'s Plans shall not constitute an affirmation by Landlord that they conform to law or impose any liability on Landlord. Upon Landlord's approval of the Required Items Tenant shall immediately apply for all permits necessary for its work. After the project, the final design/development Plans permits are issued and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter has completed the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costswork, if any, resulting from such changethat it has specifically agreed in this Lease to do, Tenant shall promptly commence and complete Tenant's work in conformity with the Plans, building department requirements and all relevant laws and regulations. (D) Tenant shall comply with all legal requirements during its work and, when completed, ▇▇▇▇▇▇'s work must comply with all laws, ordinances, regulations or orders of public authority, and Owner with the requirements of the appropriate Fire Insurance Rating Organization and Landlord's insurance company. Prior to opening for business, Tenant shall notify Kirco obtain and deliver to Landlord: (a) ▇▇▇▇▇▇'s affidavit that all work, labor and materials have been paid for, (b) final lien waivers, as well as paid invoices or statements, from all contractors and subcontractors who performed work at the Leased Premises and all materialmen and suppliers who provided materials and/or equipment used in writing within ten connection with ▇▇▇▇▇▇'s work at the Leased Premises, and (10c) business days thereafter if Owner desires a copy of the certificate of occupancy (or its local equivalent) for the Leased Premises. If a temporary Certificate of Occupancy is issued, Tenant shall deliver a copy of that document to include that change in the Plans Landlord and Specifications. In the absence then, upon issuance of a timely notice electing permanent Certificate of Occupancy, immediately forward a copy of it to make such changeLandlord. (E) If Landlord or its representative inspects the Leased Premises and determines that ▇▇▇▇▇▇'s work is not being done in accordance with the approved Plans, Owner Tenant shall correct any deficiencies or omissions immediately. (F) Tenant shall not permit any mechanic's or other lien to be deemed to have elected to not make such changefiled either against the Leased Premises or the Shopping Center or Tenant's leasehold interest by reason of work, labor, services or materials supplied. Upon completion of the Plans and SpecificationsIf any lien is filed, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and SpecificationsTenant shall, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery notice of the bids filing, cause it to Owner. If Owner fails be discharged of record, failing which Landlord, in addition to disapprove the bids within that time periodany other right or remedy, Owner will may (but shall not be deemed not to have approved the bids. Upon award obligated to) discharge such lien by deposit, bonding proceedings or by payment of the contracts by Kirco, the claimed amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract PriceTenant's account. Any amounts so paid, together with any increase or decrease in Kirco's on-site personnel costs resulting interest at the Default Interest Rate from such change and, in the case date of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costspayment, shall also be added paid by Tenant to Landlord on demand as additional Rent. Nothing herein shall be construed as the consent or request of Landlord to any contractor, subcontractor, laborer or materialmen to perform work or furnish materials. Furthermore, nothing herein shall give Tenant the authority to contract for or permit the rendering of any service or furnishing of any material that could give rise to the Contract Price. Kirco's on-site personnel costs filing of any lien. (G) Tenant shall include direct salary or hourly pay, reasonable require its general contractor to furnish to both Tenant and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon Landlord on completion of the proposed Plans and Specificationswork a guaranty, Kirco shall deliver the same to Owner and Owner shall have ten for a period of one (101) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon year from final completion of any revised proposed all work, that all work and materials will be free from all defects and that all apparatus (e.g., air-conditioning equipment) will develop capacities and characteristics specified in the approved Plans upon use, and Specifications and delivery that whenever within one (1) year of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion acceptance of the work, Kirco contractor Is notified in writing by either Landlord or Tenant that any equipment, material or workmanship is defective or in some way does not meet specifications, contractor shall provide immediately replace, repair or otherwise correct the defect or deficiency without cost to Owner at KircoLandlord. (H) In the event ▇▇▇▇▇▇'s expense original manufacturerwork involves the construction of a demising wall, ▇▇▇▇▇▇ shall physically indicate the proposed location of the demising wall on the floor of the Leased Premises, notify ▇▇▇▇▇▇▇▇'s architect that the location has been marked and installer's warranties that construction of the wall is about to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixturesbegin, and three give ▇▇▇▇▇▇▇▇'s architect a reasonable opportunity to come to the Leased Premises and inspect the proposed placement of the wall. (3I) complete sets For any Tenant work that involves penetration of "as-built" plans the roof surface, Tenant shall employ Landlord's roofing contractor, thereby ensuring that the roofing bond and/or warranty will remain in full force and effect, The maintenance of Tenant's roof work will be the sole responsibility of Tenant and shall include the repair of adjoining areas that might have been affected due to water penetration through Tenant's roof work. (J) In the event Tenant must obtain a zoning variance, waiver or other change in order to use the Leased Premises for the Buildingpurposes described in Article 1(M), which or for any work Tenant desires to perform at the Leased Premises, Tenant shall first obtain Landlord's written approval, not be delivered unreasonably withheld or delayed, prior to seeking such a change. If ▇▇▇▇▇▇▇▇'s consent is given, ▇▇▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇ in such application and ▇▇▇▇▇▇ agrees to: (1) keep Landlord advised of all developments as soon as practicable following Substantial Completionthey occur, (ii) provide Landlord with an opportunity to review all documents before they are filed, and (iii) give Landlord a reasonable amount of notice before any hearings are held so that Landlord's representative shall have an opportunity to attend. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco Tenant shall not be liable for permitted to enter into any agreements that affect the cost ofuse, access, or condition of the Shopping Center without first obtaining Landlord's written consent, and any attempt to do so shall constitute a default under the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementLease.

Plans and Specifications. Lessee shall submit to Lessor for its approval a complete set of the Plant Layout Plans and the Interconnection Plans, respectively. The Building Plant Layout Plans and improvements the Interconnection Plans shall be constructed substantially consistent in all material respects with the description of the LNG Facility contained on Exhibit "C". Provided that the Plant Layout Plans and the Interconnection Plans are in all material respects consistent with said description, the other provisions of this Lease and all Legal Requirements, Lessor shall not unreasonably withhold its consent to such plans. Lessor shall either approve or disapprove each submittal pursuant to this Section 8.1 as depicted soon as is reasonably practical after receipt of a complete submittal, but in any event within [***] after receipt thereof (and if such submittal is a request for an approval of a modification to a previously-approved submittal, within [***] after receipt thereof). Lessor's failure to respond within such [***] period (or such [***] period, as applicable) shall be deemed as its approval of the submittal (or modification, as applicable). If Lessor disapproves of the submittal, it shall so notify Lessee in writing within said [***] period, as applicable) and, at the same time, provide Lessee with a reasonably detailed statement of the reasons why such submittal was disapproved. In such latter event, Lessor and Lessee agree to cooperate reasonably with each other in resolving any objections of the other to the submittal or requested revisions. Once the Plant Layout Plans and Interconnection Plans have been approved by Lessor, such approval shall be binding on approved site plan for the projectLessor (absent a misrepresentation by Lessee) and no further approval by Lessor of such plans or Permits shall be required unless such plans are subsequently modified in any material respect, a copy of in which is attached hereto as Exhibit D, and case such modifications shall be subject to Lessor's approval in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordinglythis Section 8.1. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent Lessor shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion incurred or assumed any obligation or responsibility in connection with any aspect of the Plant Layout Plans or the Interconnection Plans, and Specificationsnothing in the Project Agreements, as nor any act or failure to act on the part of Kirco's bidding process Kirco will obtain bids that reflect Lessor, shall be construed as a warranty or representation as to the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve adequacy or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery fitness of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award LNG Facility or any aspect thereof or a waiver of the contracts a claim by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added Lessor relating to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and SpecificationsLNG Facility. Once the final Plant Layout Plans and Specifications the Interconnection Plans have been approvedapproved by Lessor, any changes or revisions thereafter requested by Owner Lessor and Lessee shall be deemed enter into an amendment to be changes concerning this Lease which Owner shall be liable for, supplements Exhibit "C" with references to title and shall pay any increase in the Contract Price directly occasioned by date all such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or approved Plant Layout Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementInterconnection Plans.

Plans and Specifications. The Building At Landlord's sole cost and improvements expense, Landlord's Architect shall be constructed substantially as depicted prepare (A) on approved site plan or before March 15, 1999, plans and specifications for the project, a copy of which is attached hereto civil and structural trades within the Base Building Improvements (such plans and specifications being herein referred to as Exhibit D, and "CONSTRUCTION PACKAGE #1") substantially in accordance with the Scope of Work 901 Gateway Preliminary Specifications, and (B) on or before May 1, 1999, plans and specifications for all other trades within the projectBase Building Improvements ("CONSTRUCTION PACKAGE #2 and, together with Construction Package #1, collectively, the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and SpecificationsBASE BUILDING PLANS AND SPECIFICATIONS"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner Tenant shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Base Building Plans and Specifications only to the extent of any material deviations from the 901 Gateway Preliminary Specifications; provided, provided however, that such approval shall not be unreasonably withheld, conditioned or disapproval must be communicated delayed and, provided further, that if Tenant fails to Kirco in writing respond within ten (10) days after delivery of following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the bids matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to Owner. If Owner time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed and provided further that if Tenant fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect respond within five (5) business days andfollowing Landlord's request for consent, if necessary, will convene a meeting between representatives Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Tenant change the Base Building Plans and Specifications and delivery as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the same to Owner, Owner shall have five (5) business days to review and approve Premises or comment in writing a material effect on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes aesthetic appearance or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors impression relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementBase Building Improvements.

Plans and Specifications. The Building and improvements Landlord shall be constructed substantially as depicted on approved site plan retain the architect specified in the Basic Lease Information ("ARCHITECT") for the project, a copy preparation of which is attached hereto as Exhibit D, preliminary and in accordance with the Scope of Work final working architectural and engineering plans and specifications for the project, the final design/development Plans and Specifications for the Building and Tenant Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and SpecificationsFINAL PLANS AND SPECIFICATIONS"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco Landlord reserves the right to make reasonable changes or substitutions substitute for the Architect another architect of substantially equivalent products and materials for those listed in its selection. Tenant shall cooperate diligently with the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, Architect and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing furnish within ten (10) days after delivery request therefor, all information required by the Architect for completion of the bids Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to Ownergive under this Exhibit B. The Final Plans and Specifications shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. If Owner fails to disapprove the bids within that time period, Owner will Landlord shall not be deemed not to have approved acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of any requested changes thereto because, in Landlord's reasonable opinion, the bids. Upon award work as described in any such item, or any requested change, as the case may be: (a) is likely to adversely affect Building systems, the structure of the contracts by Kirco, Building or the amount safety of the difference Building and/or its occupants; (b) might impair Landlord's ability to furnish services to Tenant or other tenants in the Building or the Project; (c) would increase the cost resulting of operating the Building or the Project; (d) would violate any Laws; (e) contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (g) might adversely affect another tenant's premises or such other tenant's use and enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building and/or the Project, any Private Restrictions or any mortgage, trust deed or other instrument encumbering the Building and/or the Project; (i) is likely to be substantially delayed because of unavailability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; (j) is not, at a minimum in accordance with Landlord's building standards, or (k) would increase the Tenant Improvements Cost (defined in Paragraph 7 below) by more than ten percent (10%) from the changes requested by Owner as bid cost originally estimated and anticipated by the successful bidder for that work or material willparties. The foregoing reasons, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costshowever, shall also not be added the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the Contract Priceforegoing. KircoNeither the approval by Landlord of the Final Plans and Specifications or any other plans, specifications, drawings or other items associated with the Tenant Improvements nor Landlord's on-site personnel costs performance, supervision or monitoring of the Tenant Improvements shall include direct salary constitute any warranty or hourly paycovenant by Landlord to Tenant of the adequacy of the design for Tenant's intended use of the Premises. Tenant agrees to, reasonable and customary fringe benefits does hereby, assume full and ordinary complete responsibility to ensure that the Tenant Improvements and necessary employer costs directly related the Final Plans and Specifications are adequate to such changefully meet the needs and requirements of Tenant's intended operations of its business within the Premises and Tenant's use of the Premises. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as Exhibit B-1. Upon completion of the proposed Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. In the event the estimated Tenant Improvements Cost, based on such bids and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, exceeds the Tenant Improvements Allowance (hereafter defined in Paragraph 6), plus any amounts which Tenant desires to pay as an Excess Tenant Improvements Cost (hereafter defined in Paragraph 8) ("TENANT'S T.I. BUDGET"), at Tenant's request, the Final Plans and Specifications may be revised once, at Tenant's cost and expense. Any such revisions shall be subject to Landlord's approval, and the amended Final Plans and Specifications, Kirco as approved by Landlord and Tenant, shall deliver thereafter be deemed to be the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Final Plans and Specifications and delivery of for the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on themTenant Improvements. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed The amended Final Plans and Specifications shall be attached to this Agreement as Exhibit F and approved by Tenant (in writing, if requested by Landlord) not later than three (3) days after Landlord's request therefor. Landlord shall be the final Plans and Specifications. Once the final thereafter submit such amended Final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable forits contractor and subcontractor for re-bidding, and shall pay any increase in furnish a cost breakdown to Tenant. If the Contract Price directly occasioned estimated Tenant Improvements Cost, as determined by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for bids based on the preparation of revisions to the design and development drawings or amended Final Plans and Specifications and all additional fees and the reasonably anticipated costs of Kircoother items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 8. Tenant's construction contractor. Kirco failure to approve or disapprove any matters which Tenant shall be responsible for reviewing the Plans and Specifications and satisfying itself as entitled to the accuracy and completeness of the same, except for those matters pertaining approve or disapprove pursuant to layout and functionality for Owner's proposed use, which this Paragraph 4 shall be Owner's responsibility conclusively deemed to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price same by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementTenant.

Plans and Specifications. The Landlord's Architect has previously prepared the Original Base Building Plans and improvements shall be constructed substantially as depicted on approved site plan Specifications. At Tenant's request, Landlord has obtained the governmental approvals, permits and variances required for the projectconstruction of the Base Building Improvements contemplated under this Lease (the "Expansion Approvals"). At Tenant's sole cost and expense, a copy Landlord's Architect shall modify and amend the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of which is attached hereto as Exhibit D, and all of the Base Building Improvements substantially in accordance with the Scope of Work for the project, the final design/development Plans and 951 Gateway Preliminary Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Base Building Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner Tenant shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Base Building Plans and Specifications only to the extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications which are material deviations from the 951 Gateway Preliminary Specifications; provided, provided however, that such approval shall not be unreasonably withheld, conditioned or disapproval must be communicated delayed; and provided, further, that if Tenant fails to Kirco in writing respond within ten (10) days after delivery of following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the bids matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to Owner. If Owner time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect respond within five (5) business days andfollowing Landlord's request for consent, if necessary, will convene a meeting between representatives Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Tenant change the Base Building Plans and Specifications and delivery as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the same to Owner, Owner shall have five (5) business days to review and approve Premises or comment in writing a material effect on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes aesthetic appearance or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors impression relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementBase Building Improvements.

Plans and Specifications. The Building and improvements Tenant shall be constructed substantially as depicted on approved site plan solely responsible for the projectpreparation of the final architectural, a copy electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary to prepare the Premises for Tenant’s occupancy, which plans shall be subject to approval (not to be unreasonably withheld, conditioned or delayed, as more fully set forth in this Article 4) by Landlord’s architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of which the balance of the Building. ▇▇▇▇▇▇▇▇’s approval is attached hereto as Exhibit Dsolely given for the benefit of Landlord, and in accordance with neither Tenant nor any third party shall have the Scope right to rely upon Landlord’s approval of Work ▇▇▇▇▇▇’s plans for any purpose whatsoever. ▇▇▇▇▇▇▇▇’s architects and engineers shall respond to any plan submission by Tenant within ten (10) business days after ▇▇▇▇▇▇▇▇’s receipt thereof. In the projectevent Landlord’s architect’s or engineers’ approval of ▇▇▇▇▇▇’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the final design/development Plans reasons for such refusal or condition, and Specifications for Tenant shall promptly have the Building plans revised by its architect to incorporate all reasonable objections and Improvements conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be prepared followed until the plans shall have been approved by ▇▇▇▇▇▇▇▇ ▇’s architect and engineers without unreasonable objection or condition, except that ▇▇▇▇▇▇▇▇’s architect or engineer shall respond to any subsequent plan submission within three (hereinafter 3) business days after ▇▇▇▇▇▇▇▇’s receipt thereof. Without limiting the "Architect" or "Architects) consistent with the foregoing and to foregoing, Tenant shall be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope responsible for all elements of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary Tenant’s plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of ▇▇▇▇▇▇’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of ▇▇▇▇▇▇▇▇’s architect, ▇▇▇▇▇▇ agrees to remain solely responsible for the timely preparation and submission of revisions to all such plans and for all elements of the design of such plans and development drawings for all costs related thereto. (The word “architect” as used in this Article 4 shall include an interior designer or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreementspace planner.)

Plans and Specifications. The Tenant may use the services of the space planner retained by Landlord at no cost to Tenant, to prepare an initial space plan and one revision. Tenant may at its own expense employ other professional space planning assistance. If Tenant requests any additional work which is not provided in the Building and improvements Standard, Tenant shall be constructed substantially responsible for all costs resulting from such additional work, including but not limited to architectural and engineering charges, and any special permits or fees attributed thereto. In either event, both Landlord and Tenant shall conform with the applicable time schedule set forth below. 1. Tenant Uses Landlord's Space Planner: Tenant shall devote such time in consultation with Landlord's space planner as depicted on approved site plan shall be necessary to enable the latter to develop complete working drawings and specifications for Building Standard improvements for the projectPremises (which drawings and specifications are hereafter and in the foregoing Lease collectively called the "Tenant's Plan"), a copy showing thereon partitions, hardware, electrical and telephone outlets and spacial requirements (if any), light fixture locations, wall finishes, floor coverings, for Tenant's review and approval. Upon such approval, Landlord will submit Tenant's Plan, including items of which is attached hereto as Exhibit Dwork above Building Standard Allowance, to Landlord's contractor for determination of the cost of such work. Such costs for items of work, if any, above Building Standard Allowance shall include the contractor's fee of 10% for overhead and profit and Landlord's fee of 10% to cover its costs in administering the work. After approval by Tenant of such costs and before Landlord shall order that any work be commenced, Tenant shall pay the first one third in accordance with the Scope following: One third (1/3) at time of Work approval of costs. One third (1/3) when work is 50% completed. One third (1/3) upon completion. Tenant shall approve space plan and provide all information required for working drawings no later than 5 days upon receipt of same. The following maximum time periods shall be allowed for the project, following matters after the final design/development Plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans immediately preceding item: (a) Landlord to complete working drawings and Specifications, Kirco will obtain an estimate specifications 20 days (b) Tenant gives Landlord its approval of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, working drawings and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together specifications with any increase or decrease in Kirco's onrequired changes 3 days (c) Landlord quotes Tenant cost of work above Building Standard Allowance for non-site personnel costs resulting from such change andstandard items 5 days (d) Tenant reviews, in the case approves excess cost and pays one third (1/3) thereof to Landlord 3 days (e) Landlord authorizes commencement of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreement.1 day

Plans and Specifications. If home is to be built on a contract basis, all plans and specifications must be approved by the subdivision's Architectural Review Committee (if one should exist) prior to the beginning of construction. The Building and improvements to the property shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and completed in accordance with the Scope of Work for the project, the final design/development Plans plans and Specifications for the Building and Improvements to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to specifications which shall be attached hereto as Exhibit F (Addendums B and C, the "Plans and Specifications")terms of which are hereby incorporated herein by reference, and any modifications under no circumstances shall the quality and finish be less inferior than Seller's other homes within the community. Seller shall complete the improvements on or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Ownerbefore _________________________ (“Completion Date”); provided, that however, if Contractor is delayed at any change from the preliminary plan and Scope of Work that is reflected time in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation progress of construction by (1) any change in the design act or neglect of the roof from the design originally contemplated by the partiesBuyers, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable (2) any changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays ordered in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and SpecificationsHouse, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery changes are changes of the bids to Owner. If Owner fails to disapprove the bids within nature that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts would cause by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, their nature a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added substantial delay to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specificationsproject (3) material shortages, Kirco shall deliver the same to Owner and Owner shall have ten adverse weather conditions or delays in transportation which were not reasonably anticipated, (104) business days following the date acts of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and SpecificationsGod, Kirco shall address the comments and objections with the Architect within five (5) business days anddelays by other contractors hired by the Buyers, if necessaryor (6) delays by the Buyers with customized selections, will convene a meeting between representatives then the time for completion of Kirco, Owner construction of the House and the Architect Completion Date shall be extended by Change Order for such reasonable time as the parties may determine. Additionally, to resolve the extent any outstanding issues. Upon completion of such delays in the Construction Schedule are caused by the Buyers, Seller shall be entitled to recover from the Buyer any revised proposed Plans and Specifications and delivery all damages Seller has incurred as a result of the same Buyers’ delays, including, but not limited to, extended job site costs, home office overhead costs, inefficiency costs and lost profits. A failure by the Seller to Ownercomplete the improvements prior to the Completion Date shall cause Seller to be in breach of this Agreement, Owner shall have five (5) business days thereby affording the Buyer to review and approve or comment the remedies proscribed in writing on themParagraph 5 herein. Time is of the essence as to the Completion Date. If items or materials are not available when needed, Seller, after first consulting with Buyers and obtaining their permission, may substitute items or materials of equal grade. If Buyers choose items or materials of superior grade such substitutions shall be handled in accordance with the provisions of subparagraph c pertaining to “Change Orders and Upgrades.” Buyer acknowledges that the color and grade of certain materials used in the home may vary from the selections made by Buyer due to factors beyond the control of the Seller. If the Buyers and Seller cannot agree whether a second set substitution is of revised proposed Plans and Specifications is necessitated by Owner's timely commentsequal, inferior or superior grade, the parties shall follow the same procedure resolve any such dispute by examining industry standards; as in the case is determined by a general contractor of the first set of revised plansparties mutual choosing. Upon review, revision Both Buyer and approval in accordance with the foregoing, the proposed Plans and Specifications Seller shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned bound by such changes and the cost incurred by Kirco in connection therewith includingdetermination. Buyer acknowledges that Seller shall not be required to obtain Buyer’s consent for changes, without limitation, any additional Architect's fees incurred for the preparation of revisions deviations or omissions to the design home during construction which do not adversely affect the value of home and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction necessitated by: action of governmental authorities; lender, FHA or VA requirements; or particular job‑site conditions. The provisions of this size and typeparagraph shall survive this Closing. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements Seller makes no representation with respect to the typeshouse type, characteristics and specifications size, style, price range or location of appropriate materials other homes to be built in this subdivision or components, but Owner shall be responsible for any errors or defects in other subdivisions in the Plans and Specifications vicinity of the Building and Improvements pertaining Property subject to layout and functionality for Owner's proposed usethis Agreement. Upon completion of Buyer acknowledges that all site plans, generalized development plans, plots or renderings which may have been exhibited showing or indicating house types as they pertain to property that is not the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing subject of this Agreement, the Architect has delivered siting of homes on lots, grading or landscaping are projections only and are not binding upon Seller, and no representative of Seller is authorized to Owner a statement make any representation with regard to these items. In addition, Seller makes no representations as to the effect that location of utility transformers and utility pedestals on the Architect has acted Property as architect for Owner the location of these facilities is determined solely by the utility companies and that Owner is entitled not the Seller. In the event Seller encounters, upon excavation and installation of footings and foundation, any unusual or difficult ground conditions on the site, creating an undue hardship on the Seller, Seller may in its sole discretion, notify Buyer and offer to rely upon the Architect's professional expertise in Owner's approval Buyer one or more of the Plans following options: (i )choosing an alternative site from among those offered by Seller, if one is available; (ii) receiving a refund of the Deposit previously paid by Buyer, thereby terminating this Agreement and Specificationsrelieving both Seller and Buyer of their respective obligations hereunder; (iii) agreeing with Seller upon an increase in the Purchase price reflective of the Lot conditions and proceeding with performance under this Agreement. The Architect Buyer may from time to time, without prior permission of Seller and without being accompanied by Seller's representative, access or entry to the House, the Lot or the construction site during construction. Should Buyer enter the Lot and/or construction site at anytime, Seller shall provide proof of professional assume no liability insurance to Owner. Kirco shall not be liable or responsibility for any injuries suffered by Buyer while visiting the cost ofHouse, the Lot or construction site, and Buyer indemnifies Seller from any and all loss or damage arising therefrom. Seller shall insure the work property until such time as the recordation of the Deed which shall occur subsequent to be performed for Settlement. Seller assumes the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all risk of which costs shall be the responsibility of Owner and shall be added loss or damage to the Contract PriceProperty by fire or other casualty until Settlement. In generalIf such loss or damage occurs, all work not expressly included within Seller may terminate this Agreement and refund the Scope of Work and not reflected Deposit to Buyer without further liability to Buyer. Buyer shall have no right to or interest in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreementfire or other casualty or hazard insurance proceeds.

Plans and Specifications. The Building and Said improvements shall be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, ------------------------ and completed in accordance with the Scope of Work for the project, the final design/development Plans working plans and Specifications for the Building and Improvements specifications to be prepared by ▇▇▇▇▇▇▇▇ (hereinafter the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans following manner: Lessee agrees to prepare and Specifications furnish preliminary plans and specifications, it being understood that results in a change in cost said preliminary plans and specifications will follow the general description of said improvements hereinbefore set forth. In order to Kirco, including without limitation any change in meet the design of the roof from the design originally contemplated by the parties, shall be anticipated Commencement Date as set forth in a written Change Order approved Section 1.03 herein, Lessee shall deliver to Lessor all necessary preliminary plans, specifications and signed by Kirco and Ownercompany standard details within 30 days after execution of this lease. For every day which Lessee -- is in delayed after the expiration of said 30 days, and the Contract Price date set forth in -- Section 1.03.d above shall be increased or decreased accordinglyextended another day. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner Lessor shall have the right to approve omit or disapprove modify any item or detail in Lessee's preliminary plans and specifications if Lessor, in Lessor's reasonable judgment, determines that the actual cost as reflected construction or installation of such detail or item is impractical. No later than 30 days after receipt of -- Lessee's preliminary plans and specifications, Lessor shall prepare, or cause to be prepared, and deliver to Lessee final plans and specifications for the Building which shall, to the extent reasonably and practicably possible, follow the preliminary plans and specifications delivered by Lessee and incorporate all of Lessee's requirements. It is expressly understood and agreed that said final working plans and specifications shall not deviate from, and shall in all respects adhere to, and incorporate all details set forth in, said preliminary plans and specifications, unless applicable law, ordinance, rule, regulation or order of governmental authority require otherwise, or unless Lessor in Lessor's reasonable judgment determines that any detail or item set forth in said preliminary plans and specifications cannot be reasonably or practicably incorporated into the bids final working plans and specifications. In order that Lessee may satisfy itself that the proposed improvements will meet its requirements, said final plans and specifications shall be submitted to withdraw Lessee for Lessee's written approval before construction work is commenced, but such approval, if given, shall not relieve Lessor of the request for a change responsibility of constructing structurally sound improvements free from defects. Lessee agrees to notify Lessor in the Plans and Specifications, provided that such writing of its approval or disapproval must be communicated to Kirco in writing of the final plans and specifications within ten thirty (1030) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting from the changes requested by Owner as bid by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications they have been approved, any changes or revisions thereafter requested received by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementLessee.

Plans and Specifications. The Building 3.1. Tenant shall employ consultants, including but not limited to the proposed architect for the New Expansion (the “Consultants”), designated by Tenant for the preparation of the necessary architectural, mechanical and improvements electrical plans, drawings, construction schedule, and specifications pertaining to the New Expansion, provided, however, that all such Consultants shall be constructed substantially as depicted on approved site plan subject to the advance written approval of Landlord, not unreasonably withheld, conditioned, or delayed. Tenant shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (the “Preliminary Plans”), and thereafter in working form (the “Working Drawings”), which shall cover, describe and depict the New Expansion. All Tenant’s Plans shall meet the requirements set forth in Schedule I attached hereto. 3.2. Upon submission of the Tenant’s Plans for the projectNew Expansion, a copy Landlord shall review the Tenant’s Plans and shall either approve the Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is attached hereto as Exhibit D, and in accordance with not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Scope of Work for the project, the final design/development Tenant’s Plans and Specifications for the Building and Improvements to be prepared by within fifteen (15) days after L▇▇▇▇▇▇▇▇ ’s receipt of the Tenant’s Plans. In the event that Landlord shall disapprove of any portion of the Tenant’s Plans, Tenant shall have seven (hereinafter 7) days after Landlord’s notification of its disapproval to revise the "Architect" or "Architects) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Tenant’s Plans and Specifications")resubmit them to Landlord, and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, Landlord shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work thereafter have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten (10) business days thereafter if Owner desires to include that change in the Plans review and Specificationseither approve or disapprove such revised Tenant’s Plans. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right event Landlord fails to approve or disapprove the actual cost as reflected in Tenant’s Plans or any changes thereto within the bids and to withdraw the request for a change in the Plans and Specificationstime period set forth above, provided that then such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will items shall be deemed not to have approved the bidsapproved. 3.3. Upon award After approval of the contracts by KircoTenant’s Plans or any portion thereof, Tenant shall not in any way modify, revise or change the approved Tenant’s Plans without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. If Landlord approves such request, the amount entire cost of such change, including the cost of revising the Tenant’s Plans or preparing new plans, shall be borne by Tenant. 3.4. It shall be Tenant’s sole responsibility that the Tenant’s Plans and construction of the difference in cost resulting New Expansion comply with all applicable laws and governmental requirements, and all covenants, conditions, and restrictions of record affecting the Premises, and to procure and deliver to Landlord, upon request, all such licenses, permits and approvals from all governmental authorities and/or third parties as are necessary to permit the changes requested by Owner as bid by New Expansion to be commenced, continued to completion, and later occupied. Notwithstanding anything to the successful bidder for that work contrary contained 119468.000201 4888-8619-0636.9 DocuSign Envelope ID: BA370BF0-6559-47BF-93FD-5271BD02FEF9 herein or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's on-site personnel costs resulting from such change and, in the case of an increase in the costsLease, a construction management fee equal prior to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable Tenant’s commencement and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans New Expansion, Tenant acknowledges and Specificationsagrees that Berkeley County, Kirco shall deliver the same South Carolina requires Landlord, on behalf of Tenant, to Owner execute, submit, and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections record with the Architect within five (5) business days andBerkeley County, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery South Carolina Office of the same Register of Deeds a certain Covenants for Permanent Maintenance of Stormwater Systems (“Stormwater Covenants”) to Owner, Owner shall have five (5) business days ensure the New Expansion’s compliance with Berkeley County’s stormwater management program. Pursuant to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms and provisions of this AgreementSection 1.1(c), Section 2.2(e), and all other applicable provisions of the Lease, Tenant acknowledges and agrees that Landlord has provided timely advance written notice to Tenant, and a copy of the proposed Stormwater Covenants, regarding L▇▇▇▇▇▇▇’s intent to execute and record said Stormwater Covenants, and by its execution hereof Tenant hereby consents to L▇▇▇▇▇▇▇’s execution and recordation of the Stormwater Covenants with the Berkeley County, South Carolina Office of the Register of Deeds.

Plans and Specifications. The Building 1. Attached as Schedule 1 to this Exhibit G are Subtenant's preliminary plans and improvements shall specifications ("Preliminary Plans") which describe that certain work to be constructed substantially as depicted on approved site plan for the project, a copy of which is attached hereto as Exhibit D, and in accordance with the Scope of Work for the project, the final design/development Plans and Specifications for performed by Subtenant to the Building and Improvements the Demised Premises ("Subtenant's Work"). 2. Within forty-five (45) days after the Execution Date, Subtenant, at its sole cost and expense, shall cause its architect and civil engineer to be prepared by ▇▇▇▇▇▇▇▇ prepare and deliver to Sublandlord for its approval working plans and specifications for the construction of Subtenant's Work (hereinafter the "Architect" or Working Plans"Architects) in as much detail as is reasonably required for Sublandlord to determine the scope and quality of Subtenant's Work. The Working Plans shall be consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F (the "Plans and Specifications"), and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; provided, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordinglyPreliminary Plans. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within Within ten (10) business days thereafter if Owner desires after receipt of the Working Plans, Sublandlord shall either approve the Subtenant's Working Plans or deliver to include Subtenant its specific objections to the Working Plans together with its proposed solution to each objection. Sublandlord's approval of the Working Plans shall not be unreasonably withheld, conditioned or delayed, and shall be approved to the extent that change such Working Plans are consistent with the Preliminary Plans and provide for improvements of substantially the same quality and type as those constructed in Subtenant's prototypical locations. 3. If Subtenant and Sublandlord are unable to resolve Sublandlord's and Prime Landlord's objections to the Working Plans or the Final Plans (including, but not limited to, Subtenant's requirements for (i) its HVAC systems and equipment and (ii) its generator for its electrical systems, as reasonably required for Subtenant to conduct its business in the Plans and Specifications. In the absence of a timely Demised Premises) within thirty (30) days after Subtenant has received notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specificationsobjections (with both parties agreeing to attempt to resolve such differences in good faith), as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner Sublandlord or Subtenant shall have the right right, within thirty (30) days thereafter, to approve or disapprove terminate this Sublease immediately by giving notice of such termination to the actual other. 4. As soon as practicable after Sublandlord's approval of the Working Plans, Subtenant, at its sole cost as reflected and expense, shall prepare and deliver to Sublandlord final plans and specifications, based on the approved Preliminary Plans and Working Plans ("Final Plans") covering the items of construction and improvements that were included in the bids and to withdraw the request for a change in the approved Preliminary Plans and Specifications, provided that the approved Working Plans ("Subtenant's Work"). 5. Subtenant shall as soon as reasonably practicable (i) submit the Final Plans to the appropriate governmental agencies; (ii) seek all necessary approvals and permits; (iii) pay all necessary fees incidental to Subtenant's Work; and (iv) furnish Sublandlord such approval or disapproval must be communicated evidence thereof as is satisfactory to Kirco in writing within ten (10) days after delivery of the bids Sublandlord. 6. Subtenant agrees to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco, the amount of the difference in cost resulting process any and all applications required from the changes requested by Owner as bid by city, county and any other governmental authority necessary to obtain the successful bidder for that work or material will, as applicable, be added permits required to or subtracted from the Contract Price, together with any increase or decrease in Kircocommence Subtenant's on-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval Work in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this AgreementFinal Plans.

Plans and Specifications. The Building Lessee, at its sole cost and improvements expense, shall provide Lessor with detailed plans and specifications for the Improvements that it intends to construct on the Premises (collectively “Lessee’s Improvements”). ▇▇▇▇▇▇ agrees to work with ▇▇▇▇▇▇ and coordinate the location, construction and operation of Lessee’s Improvements. Prior to any construction of Lessee’s Improvements, all such plans and specifications and any amendments thereto must be approved in writing by the Board’s designee (the “Approved Plans”), which approval shall not be unreasonably withheld or delayed. Lessor shall have twenty (20) days after actual receipt of any of the proposed plans or changes thereto (evidenced by written receipt thereof signed by the Board’s designee) in which to approve any such proposed plans or changes thereto in writing. Such proposed plans or changes thereto shall be constructed substantially as depicted on deemed approved site plan by Lessor if Lessor has not provided written disapproval thereof to ▇▇▇▇▇▇ within said 20-day period. Approval of plans and specifications by Lessor shall not constitute an assumption of any responsibility by Lessor for the project, a copy of which is attached hereto as Exhibit Dtheir accuracy or sufficiency or conformity with applicable laws, and Lessee shall be solely responsible for such plans and specifications. During the Term of the Lease or any Renewal Term, Lessee shall also obtain Lessor’s prior written approval of any substantial changes or additions to the Premises or Lessee’s Improvements that exceed Ten Thousand and 00/100 Dollars ($10,000.00) or that change the structure, roof, footprint or facade of the School Building (“Subsequent Lessee Improvements”). All Subsequent Lessee Improvements that are part of any one project shall be aggregated together to determine whether they, taken together, exceed the Ten Thousand and 00/100 Dollar ($10,000) threshold. Provided however, if any such proposed Subsequent Lessee Improvements do not exceed Ten Thousand and 00/100 Dollars ($10,000.00) and do not change the structure, roof, footprint or facade of the School Building (or if such proposed changes are required on an emergency basis in accordance with order to address life and safety issues as required by law), then Lessee shall only be obligated to notify Lessor prior to the Scope commencement of Work construction for such Subsequent Lessee Improvements and shall not be required to obtain Lessor’s prior written approval. All of the project, the final design/development Plans other requirements herein that apply to Lessee’s Improvements shall also apply to Lessee’s Subsequent Improvements. The Board’s designee to approve plans and Specifications for the Building and Improvements to be prepared specifications proposed by Lessee shall be: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LEED AP ▇▇▇▇▇▇ ▇▇▇▇▇ Director of Operations - Facilities Director of Real Estate Chicago Public Schools Chicago Public Schools E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ Cell: (hereinafter the "Architect" or "Architects▇▇▇) consistent with the foregoing and to be mutually approved by Kirco and Owner in writing and to be attached hereto as Exhibit F ▇▇▇-▇▇▇▇ Cell: (the "Plans and Specifications")▇▇▇) ▇▇▇-▇▇▇▇ Office: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇ ▇▇▇▇▇, and any modifications or changes to the Plans and Specifications that may hereafter be agreed to by Kirco and Owner; providedAIA/NOMA/NCARB CPS DIR. of Planning & Design, that any change from the preliminary plan and Scope of Work that is reflected in the final Plans and Specifications that results in a change in cost to Kirco, including without limitation any change in the design of the roof from the design originally contemplated by the parties, shall be set forth in a written Change Order approved and signed by Kirco and Owner, and the Contract Price shall be increased or decreased accordingly. The foregoing notwithstanding, Kirco reserves the right to make reasonable changes or substitutions of substantially equivalent products and materials for those listed in the Plans and Specifications in the event of unavailability or unanticipated price increases or to avoid unnecessary delays in the construction of the Building, such changes to be agreed in advance by Owner, whose consent shall not unreasonably be withheld or delayed. Once the Plans and Specifications and Scope of Work have been approved in writing by both Kirco and Owner, if the Owner requests any changes in the Scope of Work, any upgrade in materials or any variation from the preliminary plans prior to completion of the Plans and Specifications, Kirco will obtain an estimate of any cost differential resulting from such change from one or more of Kirco's contractors or suppliers, as applicable, and shall provide that estimate to Owner, along with an estimate of the increase or decrease in Kirco's on▇▇▇-site personnel costs, if any, resulting from such change, and Owner shall notify Kirco in writing within ten ▇▇▇-▇▇▇▇ o / ▇▇▇-▇▇▇-▇▇▇▇ c Office: (10▇▇▇) business days thereafter if Owner desires to include that change in the Plans and Specifications. In the absence of a timely notice electing to make such change, Owner shall be deemed to have elected to not make such change. Upon completion of the Plans and Specifications, as part of Kirco's bidding process Kirco will obtain bids that reflect the actual difference in cost resulting from the changes requested by Owner. Owner shall have the right to approve or disapprove the actual cost as reflected in the bids and to withdraw the request for a change in the Plans and Specifications, provided that such approval or disapproval must be communicated to Kirco in writing within ten (10) days after delivery of the bids to Owner. If Owner fails to disapprove the bids within that time period, Owner will be deemed not to have approved the bids. Upon award of the contracts by Kirco▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ For this Section 4.3, the amount of the difference in cost resulting from the changes requested Board may change its designee and contact information by Owner written notice as bid provided herein to Lessee by the successful bidder for that work or material will, as applicable, be added to or subtracted from the Contract Price, together with any increase or decrease in Kirco's one-site personnel costs resulting from such change and, in the case of an increase in the costs, a construction management fee equal to five percent (5%) of all the additional costs, including Kirco's on-site personnel costs, shall also be added to the Contract Price. Kirco's on-site personnel costs shall include direct salary or hourly pay, reasonable and customary fringe benefits and ordinary and necessary employer costs directly related to such change. Upon completion of the proposed Plans and Specifications, Kirco shall deliver the same to Owner and Owner shall have ten (10) business days following the date of delivery to Owner to review and approve or comment in writing on the proposed Plans and Specifications. If Owner timely comments or raises any objection to the proposed Plans and Specifications, Kirco shall address the comments and objections with the Architect within five (5) business days and, if necessary, will convene a meeting between representatives of Kirco, Owner and the Architect to resolve any outstanding issues. Upon completion of any revised proposed Plans and Specifications and delivery of the same to Owner, Owner shall have five (5) business days to review and approve or comment in writing on them. If a second set of revised proposed Plans and Specifications is necessitated by Owner's timely comments, the parties shall follow the same procedure as in the case of the first set of revised plans. Upon review, revision and approval in accordance with the foregoing, the proposed Plans and Specifications shall be attached to this Agreement as Exhibit F and shall be the final Plans and Specifications. Once the final Plans and Specifications have been approved, any changes or revisions thereafter requested by Owner shall be deemed to be changes concerning which Owner shall be liable for, and shall pay any increase in the Contract Price directly occasioned by such changes and the cost incurred by Kirco in connection therewith including, without limitation, any additional Architect's fees incurred for the preparation of revisions to the design and development drawings or Plans and Specifications and all additional fees and costs of Kirco's construction contractor. Kirco shall be responsible for reviewing the Plans and Specifications and satisfying itself as to the accuracy and completeness of the same, except for those matters pertaining to layout and functionality for Owner's proposed use, which shall be Owner's responsibility to review. Kirco shall provide summaries or copies of manufacturer's and installation warranties for Owner's approval regarding all major systems, HVAC, windows, roofing, parking and major fixtures which shall meet or exceed commercially reasonable warranties which are normal for construction of this size and type. Subject to the limitations on Kirco's liability set forth in Section 13 below, Kirco shall bear all responsibility for any errors or defects in the Plans and Specifications of the Building and Improvements with respect to the types, characteristics and specifications of appropriate materials or components, but Owner shall be responsible for any errors or defects in the Plans and Specifications of the Building and Improvements pertaining to layout and functionality for Owner's proposed use. Upon completion of the work, Kirco shall provide to Owner at Kirco's expense original manufacturer's and installer's warranties to Owner regarding all major systems, HVAC, windows, roofing, parking and major fixtures, and three (3) complete sets of "as-built" plans for the Building, which shall be delivered as soon as practicable following Substantial Completion. Failure of Kirco's subcontractors relating to the timely delivery of the as-built plans shall not excuse Kirco's performance. Simultaneously with the signing of this Agreement, the Architect has delivered to Owner a statement to the effect that the Architect has acted as architect for Owner and that Owner is entitled to rely upon the Architect's professional expertise in Owner's approval of the Plans and Specifications. The Architect shall provide proof of professional liability insurance to Owner. Kirco shall not be liable for the cost of, and the work to be performed for the Contract Price by Kirco does not include, certain items identified as "Exclusions" on Exhibit B and Exhibit C, all of which costs shall be the responsibility of Owner and shall be added to the Contract Price. In general, all work not expressly included within the Scope of Work and not reflected in the Plans and Specifications approved by Owner and Kirco shall be an exclusion from the work; provided, however, it is contemplated that completion of all construction pursuant to all approved Plans and Specifications is included within the Contract Price, as the same may be adjusted in accordance with the terms of this Agreementmail.