Common use of Tenant Work Clause in Contracts

Tenant Work. (a) Prior to the respective Commencement Date for each of Xxxx 0 and Unit 5, Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (a10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the respective Commencement Date for commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of Xxxx 0 an insured loss, any deductible amount payable under the Contractor's Insurance and Unit 5paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, Tenant shallthe Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, at its cost provided that such right of inspection and expense, (i) complete or cause examination shall not be exercised in a manner which would interfere with the construction and completion of all Leasehold Improvements (save such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”)specifications, which Notice shall be no less than contain particulars of the base building standard then in effect for alleged deficiency or non-compliance, the Project, all Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the applicable provisions of the Lease construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the “approved drawings and specifications. The Tenant Design Criteria Manual”, if any, applicable agrees to the Project. (b) Prior use its best efforts to commencing complete any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform incomplete work as noted in the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; 's Architect's certificate (iior as determined by arbitration) permit-ready plans, drawings promptly and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Arbitration Act, in respect 1991 of materials supplied Ontario, as amended or work done by Tenant or on behalf of Tenant or related replaced from time to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractortime. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. At any time after the Commencement Date, Tenant shall not perform any Tenant Work without first: (aA) Prior submitting to Landlord the respective Commencement Date for each Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of Xxxx 0 and Unit 5the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at its the sole cost and expense, expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) complete or cause construction of the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all Tenant Work has been completed in accordance with the applicable provisions of the Lease Tenant plans; and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for a permanent certificate of occupancy has been issued by the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage appropriate governmental authority with respect to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant Work. All repairs to the satisfaction of Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, or, at Landlord’s option, by Landlord at shall require the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing restoration of the Architect Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed performed in a good and workmanlike manner and in accordance with plans and specifications manner. Tenant shall pay for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval all of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify prevent any mechanic’s or cause materialman’s liens being filed with respect thereto. With respect to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related adhere to the TenantTenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s Work have been properly satisfied and closedprior written approval.

Tenant Work. (a) Prior Tenant shall cause to be completed upon the respective Commencement Date for each of Xxxx 0 and Unit 5, Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all Premises in accordance with applicable laws, ordinances or regulations and orders of federal, state or other governmental authorities, those improvements, other than the applicable provisions of Landlord Improvements, which are necessary or desirable to Tenant in order to make the Lease Premises suitable for Tenant's use and in accordance with the “occupancy ("Tenant Design Criteria Manual”, if any, applicable Work"). Tenant Work shall be subject to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlordfollowing conditions: (i) certified copies or certificates Not later than ten (10) days prior to commencing the Tenant Work, Tenant shall provide Landlord with plans and specifications of insurance from its contractors and/or sub-contractors the Tenant Work, and the identity of the general contractor engaged by Tenant to perform the Tenant’s Tenant Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably;. (ii) permit-ready plansTenant or Tenant's contractor shall, drawings throughout the period of construction, procure and specifications for maintain building's risk insurance coverage in an amount sufficient to cover the Tenant’s Work for Landlord’s prior written approval; andcost of Tenant Work, and naming the Tenant and Landlord as additional insureds, as their interests may appear. (iii) copies Tenant shall promptly pay and discharge all costs, expenses, damages and other liabilities which may arise in connection with or by reason of all building permits required to be obtained by the Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (civ) Any damage Tenant shall not permit the filing of any mechanic's lien and, within thirty (30) days after written notice of its existence thereof from Landlord shall discharge or bond over any mechanic's lien for material or labor claimed to have been furnished to the Premises, the Building or the Project caused during the performance Premises on Tenant's behalf (except for work contracted for by Landlord). Prior to commencing any of the Tenant’s Work by TenantTenant Work, its contractors, subTenant shall (i) file waivers on behalf of each contractor waiving such contractor's night to file for or claim a mechanic's lien under Pennsylvania's Mechanic's Lien Law and (ii) provide to Landlord a time-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent stamped cover of such costs for Landlord’s supervisionfilings. (dv) The opinion in writing of the Architect Tenant Work shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining and construction schedule prepared by Tenant and attached hereto or provided to the Tenant’s Work and Landlord, subject to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which changes as may be received approved by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, Tenant pursuant to the Construction Lien Act, in respect of materials supplied or work done a written change order signed by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (fvi) Upon completion The Tenant Work will not weaken or impair the structural integrity or lessen the value of Tenant’s the Premises or any part thereof (vii) Not later than two (2) business days prior to commencement of the Tenant Work, Tenant shall deliver obtain, at Tenant's sold cost and expense, all permits and approvals necessary for construction of the Tenant Work and shall provide a copy of same to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closedpromptly upon receipt.

Tenant Work. (a) Prior to All finish work and other work desired by Tenant and not included within the respective Commencement Date for each scope of Xxxx 0 and Unit 5, the Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) as set forth in the demising wall between Unit 4 Construction Documents or in the Additional Work authorized by a duly executed Change Order, including, but not limited to, computer systems, telephone systems, telecommunications systems and Unit 5; other items (collectively, “Tenant’s the "Tenant Work”), which ") shall be no less than furnished installed and paid for by Tenant. A delay in the base building standard then installation of any Tenant Work will not result in effect for the Project, all in accordance with the applicable provisions any extension of the Lease Commencement Date. Commencement of any Tenant Work by Tenant shall not constitute acceptance by Tenant of any work by Landlord or Contractor or a waiver of any rights Tenant may have against Landlord, Contractor or others with respect to the Tenant Improvements or Additional Work. 4.1 Access and in accordance Entry At a time designated by Landlord and Contractor, Landlord ----------------- agrees to provide reasonable access to the Premises to Tenant and its agents for the purpose of installing and completing Tenant's cabling related to Tenant's telephone and telecommunications systems. so long as such access does not interfere with the “conduct of Landlord's construction or affect Landlord's ability to bring the Premises to Substantial Completion. All other Tenant Design Criteria Manual”, if any, applicable Work shall occur during the thirty (30) day period provided to Tenant for fixturization. With respect to the Project. (b) Prior to commencing any Tenant’s Tenant Work, Tenant shall deliver adopt a schedule in conformance with the schedule of Landlord's Contractor and conduct its work in such a manner as to maintain harmonious labor relations so as not to interfere with or delay the work of Landlord: (i) certified copies 's Contractor. Landlord will endeavor to provide Tenant. at no cost, space in or certificates of insurance from its contractors and/or sub-contractors engaged to perform about the Tenant’s WorkPremises, evidencing insurance coverage satisfactory to Landlordif available, acting reasonably; (ii) permit-ready plans, drawings and specifications for the storage and staging of Tenant’s Work 's materials. provided that such storage and staging does not interfere with or delay the work of Landlord's Contractor. Tenant shall be responsible for Landlord’s prior written approval; and (iii) copies of providing all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood insurance and agreed that the procurement of for providing any such permits is to be undertaken by Tenant necessary security and shall use said space at its sole cost and expenserisk. Tenant hereby agrees to hold Landlord harmless and indemnify and save harmless Landlord from and against any damagesand all loss, penalties, fines, claims, losses liability or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever cost arising out of or in connection with the performance use of the this storage space by Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of shall be obligated to remove any of the Tenant’s Work or pursuant stored materials from the storage space prior to any provision hereof the Lease Commencement Date and shall be deemed responsible to be provided by Landlord on repair any damage or clean up any debris resulting from Tenant’s behalf as Tenant’s contractor's use of the space. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the respective Commencement Date for each Premises and to Landlord's records regarding the construction of Xxxx 0 the Premises to facilitate Tenant's preparation of Space Plans and Unit 5, Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 Final Plans for Tenant’s business operations thereon; 's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (ii20) paint days after the Premises; (iii) carpet Commencement Date, then Tenant shall have the Premises; and (iv) install an opening(s) in right to terminate the demising wall between Unit 4 and Unit 5; (collectivelyLease, “Tenant’s Work”), which whereupon Landlord shall be no less than refund to Tenant the base building standard then in effect for the Project, all in accordance with the applicable provisions of security deposit under the Lease and in accordance with all Rentals previously paid by Tenant under the “Tenant Design Criteria Manual”, if any, applicable Lease to the Projectextent allocable to periods after the date of such termination. (b) Prior Promptly after the approval of the Space Plan, Tenant shall cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to commencing any Tenant’s Work, be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) Landlord copies of all building permits the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days after receipt thereof, Landlord shall either approve the Final Plans or deliver to Tenant specific written changes required by Landlord to be obtained by Tenant prior such plans; provided, however, that Landlord shall not withhold its approval of such plans unreasonably and shall not in any event withhold such approval if such proposed Final Plans conform to commencing the preliminary Space Plan. Landlord shall not unreasonably withhold, condition or delay Landlord's approval of Tenant’s Work, it being understood and agreed that the procurement 's contractor or of any such permits is to be undertaken changes in the approved Final Plans requested by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage Tenant shall have no responsibility for the following costs associated with Tenant's Work: (i) costs incurred to remove Hazardous Materials present at the Premises, Premises or the Building or the Project caused during the performance as of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, Commencement Date; (ii) costs recoverable by Landlord at the expense on account of Tenant payable on demand, plus fifteen warranties or insurance; and (15%iii) percent of such construction management or other general overhead costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved incurred by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. A. Tenant, following the full and final execution and delivery of the Lease to which this Work Letter is attached and all prepaid rental and security deposits or letters of credit required under such agreement, shall have the right to perform alterations and improvements in Building 6 and Building 7 and, following delivery of Building 5 by Landlord to Tenant, Tenant shall have the right to perform alterations and improvements in Building 5 (a) Prior collectively, the “Initial Alterations”). Tenant hereby acknowledges and agrees that Tenant shall perform, and the Initial Alterations shall include, upgrades to the respective Commencement Date for each structure of Xxxx 0 Building 5 sufficient to accommodate the balance of the Initial Alterations and Unit 5, Tenant shall, at its cost and expense, (i) complete or cause the completion full reconstruction of all Leasehold Improvements (save and except for any Landlord’s Work) which are required the interior of Building 5 to complete Xxxx 0 a general office condition suitable for Tenant’s business operations thereon; bank holding company’s offices (ii) paint the Premises; “Building 5 Reconstruction”). Within a reasonable period of time following execution of the Lease, Tenant shall cause its architect to provide to Landlord architectural and construction drawings of Tenant’s proposed Building 5 Reconstruction for Landlord’s review and approval. Landlord agrees that upon Landlord’s receipt of any plans, drawings and/or change orders hereunder submitted to Landlord for Landlord’s review and approval, Landlord shall review and either approve or disapprove (iii) carpet the Premises; and (iv) install an opening(s) , in the demising wall between Unit 4 event that Landlord disapproves any of the same, provide to Tenant a reasonably detailed written statement describing the basis for such disapproval) within 5 Business Days following Landlord’s receipt of such plans, drawings and/or change orders. The Building 5 Reconstruction shall be mutually and Unit 5; reasonably acceptable to each of Landlord and Tenant and shall otherwise be subject to the terms and conditions of this Work Letter as a part of the Initial Alterations. In addition, the Initial Alterations shall include and Tenant shall perform architectural enhancements to the exterior of each of Xxxxxxxx 0, Xxxxxxxx 0 and Building 7 (collectively, the “Tenant’s WorkExterior Enhancements”), which Exterior Enhancements are consistent with Landlord’s long-term exterior enhancement plans for the Lake Marriott Business Park project and otherwise reasonably acceptable to each of Landlord and Tenant. Landlord shall provide Tenant with an allowance (the “Exterior Enhancement Allowance”) in an amount not to exceed $400,000.00 to be applied toward the costs of the Exterior Enhancements. Landlord shall disburse the Exterior Enhancements Allowance, or applicable portion thereof, to Tenant in accordance with Section 1.B of this Work Letter. Tenant shall not be required to spend an amount in excess of the Exterior Enhancement Allowance on the Exterior Enhancements (nor shall Landlord be required to provide any funds in addition to the Exterior Enhancement Allowance in connection with the Exterior Enhancement). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9.03 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions 150% of the Lease and in accordance with total estimated cost of the “Tenant Design Criteria Manual”Initial Alterations, if any, applicable to the Project. (biv) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory does not provide current financial statements reasonably acceptable to Landlord, acting reasonably; or (iiv) permit-ready plansis not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves X.X. Xxxxxx, drawings and specifications Inc., a California corporation, as Tenant’s general contractor for the Tenant’s Initial Alterations. B. Provided Tenant is not then in default or with the passage of time would be in default under the Lease (including this Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s WorkLetter), it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby Landlord agrees to indemnify contribute the sum of $6,346,775.00 (which amount based on approximately $29.71 per rentable square foot of the Premises) (the “Allowance”) toward the cost of performing the Initial Alterations. The Allowance may only be used for the cost of preparing design and save harmless Landlord from construction documents and against any damagesmechanical and electrical plans for the Initial Alterations, penaltiestaxes, finesinsurance and bonds related to the Initial Alterations, claimspermit fees, losses or liabilities whatsoever incurred by Tenant cabling, the Construction Management Fee (defined herein below), changes to the Base Building required as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance installation of the Tenant’s Work by TenantInitial Alterations, its contractorschange orders, sub-contractorsalarm systems and access controls, tradesmen or material suppliers approved signage and for hard costs in connection with the Initial Alterations. The Allowance (and/or the Exterior Enhancement Allowance, as applicable), less a 10% retainage (which retainage shall immediately be repaired by payable as part of the final draw), shall be paid to Tenant to the satisfaction of Landlord, or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations (or the Exterior Enhancements, as the case may be), in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations (or Exterior Enhancements, as the case may be) for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations (or the Exterior Enhancements, as the case may be); (v) plans and specifications for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations (or the Exterior Enhancements, as the case may be). Upon completion of the Initial Alterations (or the Exterior Enhancements, as the case may be), and prior to final disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be), Tenant shall furnish Landlord at with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the expense Initial Alterations (or the Exterior Enhancements, as the case may be), and (5) the certification of Tenant payable on demandand its architect that the Initial Alterations (or the Exterior Enhancements, plus fifteen (15%as the case may be) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with plans applicable laws, codes and specifications ordinances. In no event shall Landlord be required to disburse the Allowance or the Exterior Enhancement Allowance more than one time per month. If the Initial Alterations exceed the Allowance or the Exterior Enhancements exceed the Exterior Enhancement Allowance, Tenant shall be entitled to the Allowance (or the Exterior Enhancement Allowance, as the case may be) in accordance with the terms hereof, but each individual disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be) shall be disbursed in the proportion that the Allowance (or the Exterior Enhancement Allowance, as the case may be) bears to the total cost for the Tenant’s Work Initial Alterations (or the Exterior Enhancements, as approved by Landlord. (e) the case may be), less the 10% retainage referenced above. Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining herein to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractorscontrary, Landlord shall not be liableobligated to disburse any portion of the Allowance (or the Exterior Enhancement Allowance, as the case may be) during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. C. In no lien event shall the Allowance or the Exterior Enhancements Allowance be used for the purchase of equipment, furniture or other encumbrance items of personal property of Tenant. If Tenant does not submit a request for payment of the entire Allowance and/or the Exterior Enhancements Allowance to Landlord in accordance with the provisions contained in this Work Letter by December 31, 2005 (the “Final Request Date”), any unused amount shall attach accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. In the event that Tenant fails to so submit a request for payment of all of the remaining Allowance on or before the Final Request Date, Landlord shall provide to Tenant written notice no less than 10 Business Days prior to the Final Request Date notifying Tenant that Tenant has not, as of the date of Landlord’s interest in notice, submitted a request for such balance of the Premises, pursuant Allowance. In the event Landlord fails to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and Tenant, such failure shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall not be deemed to be provided a default or breach by Landlord, but the Final Request Date shall be extended one day for each day Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion fails to timely notify Tenant of Tenant’s Work, such remaining balance. Tenant shall deliver be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations, Exterior Enhancements Allowance and/or Allowance. Landlord shall be entitled to Landlord evidence, satisfactory deduct from the Allowance a construction management fee for Landlord’s oversight of the Initial Alterations in an amount equal to Landlord, acting reasonably, that all building permits related to 1% of the Tenant’s Work have been properly satisfied and closedAllowance (the “Construction Management Fee”).

Tenant Work. (a) Prior Tenant shall not make any additional alterations or additions, structural or non-structural, to the respective Commencement Date for Demised Premises without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than Fifty Thousand Dollars ($50,000.00) which do not affect any of Xxxx 0 and Unit 5the exterior, Tenant shalllobbies, elevator, roof, structure, or building systems in or at its cost and expense, the Building, Landlord’s consent shall not be required (“Minor Alterations”); provided, however, that (i) complete or cause if such Minor Alteration requires a building permit from the completion City of all Leasehold Improvements (save and except for any Waltham, Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; reasonable consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) paint upon the Premises; expiration or termination of this Lease, Tenant shall not be required to readapt, repair and restore the affected portion of the Demised Premises to substantially the condition the same were in prior to such Minor Alteration. Landlord shall use commercially reasonable efforts to provide, in writing, its consent or its withholding of consent to any Alterations request from Tenant within ten (iii10) carpet days following receipt of the Premises; Alterations request and shall state with reasonable detail the reasons for Landlord’s withholding of consent and the modifications required to be made to the Alterations in order for Landlord to provide its consent to the same. If Landlord fails to so respond within such ten (10) day period, Tenant may deliver a second request to Landlord with a legend in bold and prominent print stating that “FAILURE TO REPLY TO THIS REQUEST FOR APPROVAL OF TENANT’S ALTERATIONS WITHIN FIVE (5) BUSINESS DAYS MAY BE DEEMED TO BE LANDLORD’S APPROVAL” and , if Landlord fails to approve or disapprove of the Alterations in question within five (iv5) install an opening(s) business days following delivery of such second notice, then Landlord shall be deemed to have consented to the proposed Alterations. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include approval of plans, if any, and contractors and the insurance required under Section 4.04. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in the demising wall between Unit 4 and Unit 5; (collectivelyseeking Landlord’s approval if such approval is required, “shall be made at Tenant’s Work”expense by an Approved Contractor (as defined below), which in compliance with all applicable laws, and shall be no less than of a quality at least equal to first-class office standards. All alterations and additions performed by Tenant (but excluding Minor Alterations) shall be performed by an Approved Contractor providing full payment and completion bonds, if requested by Landlord, for Tenant Work costing in excess of $250,000.00. Upon the base building standard expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken work performed by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits thereforDemised Premises. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior to the respective Commencement Date for each of Xxxx 0 and Unit 5, Tenant shallTenant, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except sole cost, shall be responsible for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s construction and alterations within the Leased Premises together with the installation of its furniture, fixtures and business operations thereon; equipment, including telecommunications cabling and equipment, security systems, and any other ancillary systems it may require as set forth on Schedule B (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify , and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans all of its obligations under this Lease including without limitation, Article 6 of this Lease. Tenant shall furnish and specifications install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant’s business subject to the reasonable approval of the Landlord, Tenant’s work set forth on Schedule B is approved by Landlord pursuant to Article 6.1 of this Lease. Tenant shall have access to the Leased Premises upon execution of this Lease for purposes of performing Tenant’s Work and preparing the Leased Premises for Tenant’s operations. All of the foregoing work and all work Tenant may undertake pursuant to Article 6 of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment. Tenant shall comply and cause all of its contractors to comply with the provisions of Article 6 of this Lease. Landlord shall continue to maintain the existing computer-based, card reader access system to the elevator serving the Leased Premises that will provide a log of access times to the Leased Premises and permit Tenant to instruct Landlord to disable individual access cards from providing access to the Leased Premises (the “Tenant Floor Security System). The Landlord will provide all required operating cards for the Tenant Floor Security System. The Tenant Floor Security System shall be accessed by the Tenant and Landlord solely for the Tenant’s Work as approved floor. It will be the responsibility of the Tenant to keep track of all key-cards issued at the request of Tenant. All key-cards must be returned to the Landlord upon termination of the Lease or a $15 penalty per item charge will be deducted from the security deposit held by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. Landlord and Tenant acknowledge and agree that certain work ----------- required for Tenant's occupancy of the Premises, including the procurement and installation of furniture, telephone systems and wiring, fixtures, art work and signage (a) Prior "Tenant's Work"), may be beyond the scope of the Tenant Improvements, and may be performed by Tenant or its contractors at Tenant's sole cost and expense subject to the respective Commencement Date for each approval of Xxxx 0 Landlord and Unit 5, Tenant's compliance with this Subparagraph 6(d). Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 shall adopt a construction schedule for Tenant’s business 's Work in conformance with the Work Schedule, and shall perform Tenant's Work in such a way as not to hinder or delay Landlord's or Landlord's Contractor's operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Buildings. Tenant’s Work”), which 's use of elevators in connection with any Tenant's Work shall be no less than arranged with Landlord and shall be subject to Landlord's approval. Any costs incurred by Landlord as a result of any interference with Landlord's or Landlord's Contractor's operations by Tenant or its contractors shall be paid by Tenant to Landlord within five (5) business days after written demand from Landlord. (Any delays which arise by reasons fully outside the base building standard then in effect control of Tenant or its contractors, and not arising as a result of Tenant's prosecution of Tenant's Work, shall not give rise to a demand by Landlord for such costs.) Tenant's contractors shall be subject to the Project, administrative supervision of Landlord's Contractor. Tenant's work shall comply with all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlordfollowing requirements: (i) certified copies or certificates Tenant's Work shall not proceed until Landlord has approved the following in writing: Tenant's contractors, proof that Tenant's contractors currently have licenses in good standing with the State of California Contractors State License Board, proof of the amount of coverage of public liability and property damage insurance carried by Tenant and Tenant's contractors in the form of insurance from its contractors and/or sub-contractors engaged to perform the certificates with a valid endorsements naming Landlord and Landlord's Contractor as additionally insured and each in an amount not less than one million dollars ($1,000,000.00), complete and detailed plans and specifications for Tenant’s 's Work and Tenant's detailed scheduled for Tenant's Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably;. (ii) permit-ready plansTenant's Work shall be performed in conformity with a valid permit when required, drawings a copy of which shall be furnished to Landlord before such work is commenced. In any event, all Tenant's Work shall comply with all applicable laws, codes and specifications ordinances of any governmental entity having jurisdiction over the Buildings. Landlord shall have no responsibility for Tenant's failure to comply with such applicable laws. Delays in obtaining final approvals allowing occupancy of the space which are wholly or partially due to Tenant’s Work for Landlord’s prior written approval; and's activities are the responsibility of Tenant. (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of shall promptly pay Landlord upon demand for any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever extra expense incurred by Tenant as a result Landlord by reason of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or faulty work done by Tenant or on behalf its contractors. (iv) Tenant's Work shall be completed in a lien-free and first-class and workmanlike manner shall be subject to (and Tenant shall comply with) Subparagraphs 13(e) and (f) of Tenant or related the Lease with respect to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s 's Work. Tenant hereby acknowledges and agrees that the provision EXHIBIT "C" ----------- Page 4 of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.8 Pages

Tenant Work. (a) Prior Tenant, as part of the consideration for the extension of the Lease, covenants and agrees that it shall renovate the demised premises (including, but not limited to the respective Commencement Date for each of Xxxx 0 and Unit 5, Tenant shall, at its cost and expense, McAllister Space) in accordance with (i) complete or cause the completion "Scope of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; Tenanx Xxxx" xxtached hereto as Exhibit B, (ii) paint the Premises; plans and specifications submitted to and approved by Landlord in advance, and (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease as amended hereby (the "Tenant Work"). Tenant agrees to expend at least $620,000 in construction and in accordance other "hard costs" with the “Tenant Design Criteria Manual”, if any, applicable respect to the ProjectTenant Work, which "hard costs may include architectural fees not to exceed $62,000 of such amount. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory submit to Landlord, acting reasonably; (ii) permit-ready plansfor its prior approval, drawings detailed plans and specifications for the all Tenant Work prepared by a licensed architect at Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its 's sole cost and expense. Tenant hereby agrees that the Tenant Work outlined in the plans and specifications shall cover work reasonably estimated by Tenant and Tenant's architects to cost approximately $620,000 in construction and other "hard costs". Landlord's approval of such plans and specifications shall not be unreasonably withheld or delayed and Landlord agrees to indemnify and save harmless Landlord from and against make best efforts to respond to any damages, penalties, fines, claims, losses or liabilities whatsoever incurred plan submission by Tenant as a result within ten (10) business days. Plans and specifications for all Tenant Work (including work within the McAllister Space) shall be submitted to Landlord at least thxxxx (00) days prior to the Effective Date and the Tenant Work shall be commenced (except for the McAllister Space) within sixty (60) days after Tenant receives Xxxxxxxd's approval of any delays such Plans and Specifications. Tenant Work shall commence within the McAllister Space within sixty (60) days after Landlord gives Xxxxxx xxssession of the McAllister Space. Tenant or its contractors shall substantiaxxx xxxxxxte all Tenant Work by January 31, 2005. The time periods contained in commencing and/or completing the Tenant’s Work this paragraph shall be extended due to delays incurred in receiving required permits thereforcasualty, acts of God, strikes, and any similar circumstances beyond the control of the parties (but expressly excluding lack or insufficiency of funds, bankruptcy or insolvency or default by contractors or subcontractors) ("Force Majeure"). (c) Any damage Tenant shall comply with all applicable laws and regulations and the terms and conditions of the Lease (as amended hereby) in connection with Tenant's Work. In no event shall the Tenant Work (or the plans and specifications for such Tenant Work) include any structural changes to the Premises, Building nor any changes to the outside of the Building or the Project caused during the performance otherwise outside of the Tenant’s Work by Tenantdemised premises, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction except as specifically provided in paragraphs 12 and 13 of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervisionthis Amendment. (d) The opinion in writing Tenant shall provide Landlord with copies of the Architect shall be binding on both Landlord all contracts and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications subcontracts for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Tenant Work and to any rights monthly statements certifying the amount expended for Tenant Work and shall provide Landlord a final certification (together with paid or receipted bills, waivers of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach evidence satisfactory to Landlord’s interest ) that Tenant has expended at least $620,000 in construction and other "hard costs" in connection with the PremisesTenant Work no later than April 15, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and 2005. It. shall be a material default under this Lease if Tenant shall so notify or cause fail to be notified all its contractors implement, complete and sub-contractors pay for the Tenant Work shown on the plans an specifications submitted to and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided approved by Landlord on Tenant’s behalf as Tenant’s contractoror before April 15, 2005, such date being subject to reasonable extension in the event of Force Majeure. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) The Tenant shall not make any additional alterations or additions, structural or non‑structural, to the Premises without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $200,000 which do not affect any of the exterior, lobbies, elevator, roof, structure, or building systems in or at the Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) if such Minor Alteration requires a building permit from the applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the respective Commencement Date for each of Xxxx 0 and Unit 5Property other than Minor Alterations or Alterations costing less than $2,000,000 (such amount decreasing to $500,000, at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Premises. Tenant shall have the right to install its own security system within the Premises as part of any Tenant Work, subject to Landlord’s review of the plans and specifications in accordance with this Article 8. For purposes of this Section 8.01(a), an “Approved Contractor” shall mean a contractor or mechanic identified by Tenant in writing, who has been approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed). (b) Except as set forth below, any alterations or additions made by, for or on behalf of the Tenant which are permanently affixed to the Premises or affixed in a manner so that they cannot be removed without defacing or damaging the Premises shall, except as expressly provided in this paragraph, become property of the Landlord at the termination of occupancy as provided herein. If Landlord notifies Tenant, in connection with any consent to alterations or additions requested by Tenant, or in connection with the review and approval of the plans for the Finish Work under Exhibit 7.02 that Tenant shall be required to remove such alterations or additions or Finish Work at the expiration of the term of the Lease, or if any such alterations or additions did not require Landlord’s consent pursuant to the terms hereof, then such alterations or additions or Finish Work, as applicable, shall be removed by Tenant, at its cost expense, with minimal disturbance to the Premises prior to the expiration of the term of the Lease. Notwithstanding the immediately preceding sentence to the contrary, Landlord may only require Tenant to remove items of Tenant Work or Finish Work that are above or otherwise inconsistent with the first class nature of the Building. Tenant’s trade fixtures and expense,personal property and equipment, which are not affixed or that may be removed with minimal disturbance or repairable damage, may be removed by Tenant during the term of this Lease, and shall be removed prior to the expiration of the term of the Lease, provided such disturbance or damage is restored and repaired so that the Premises are left in at least as good a condition as they were in at the commencement of the term, reasonable wear and tear excepted. In no event shall any Finish Work that constitutes fixtures (i.e., items that cannot be removed from the Premises without damaging the Building) funded by the Finish Work Allowance or Supplemental Allowance be deemed to be Tenant’s trade fixtures, personal property or equipment. The Premises shall otherwise be left in the same condition as at the commencement of the term or such better condition as it may thereafter be put, reasonable wear, tear and, to the extent Landlord is required to restore the same, damage by fire or other casualty or taking or condemnation by public authority excepted. Notwithstanding anything herein or otherwise in this Lease to the contrary: (i) complete to the extent that Tenant utilizes any portion of the Supplemental Allowance to make Alterations necessary to use the Premises for laboratory or cause research and development purposes, such Alterations must remain in the completion Premises following the term of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereonthis Lease; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”Exterior Equipment, if any, applicable paid for directly by Tenant, together with such other items that may be agreed upon by mutual written agreement of the parties from time to time, shall be and remain the Project. (b) Prior personal property of Tenant, shall not be deemed to commencing any Tenant’s be Tenant Work or Finish Work, and Tenant shall deliver have the right to Landlord: (i) certified copies or certificates remove the foregoing from the Premises at any time and from time to time during the term of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approvalthis Lease; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood if and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premisesextent Tenant modifies, reduces or eliminates the Building or Amenities with subsequent Tenant Work following the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s WorkCommencement Date, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related restore the Amenities and affected areas of the Premises to the Tenant’s Work have been properly satisfied condition and closedsize existing on the Commencement Date prior to the expiration of the term.

Tenant Work. (a) Prior The Tenant shall not make any additional alterations or additions, structural or non-structural, to the respective Commencement Date for Premises without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of Xxxx 0 and Unit 5the exterior, Tenant shalllobbies, elevator, roof, structure, or building systems in or at its cost and expense, the Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) complete or cause if such Minor Alteration requires a building permit from the completion of all Leasehold Improvements (save and except for any applicable municipal authority, Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) paint if Landlord’s consent was not obtained therefor, upon the Premises; expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (iii) carpet as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the Premises; and Property other than Minor Alterations or Alterations costing less than $1,000,000 (iv) install an opening(ssuch amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the demising wall between Unit 4 aggregate, Tenant shall provide and Unit 5; record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Xxxxxx, (collectively, “Tenant’s Work”but excluding Minor Alterations), which shall be no less than performed by an Approved Contractor. Upon the base building standard expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken work performed by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior Lessee shall have the right to construct additional improvements to the respective Commencement Date Leased Premises based upon mutually approved plans and specifications. Lessee and Lessor shall cooperate in the design, permitting and construction of the Tenant Work defined below by responding to requests for each information and taking such other action as may be required of Xxxx 0 either of them in connection with approving the plans and Unit 5specifications and performing the Tenant Work in a timely fashion. Lessor’s approval shall be required for all Tenant Work, which approval shall be at Lessor’s sole discretion, except that Lessor’s approval shall not be unreasonably withheld, conditioned, or delayed with respect to proposed Tenant shall, at its cost and expense, Work (i) complete or cause the completion of all Leasehold Improvements (save that is non-structural and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; cosmetic, (ii) paint the Premises; for which no building permit is required, (iii) carpet that does not involve other tenant spaces, exterior surfaces of the Premises; and Building, or Building common areas, and (iv) install an opening(s) in the demising wall between Unit 4 does not involve any changes to or interface with major Building systems (such as plumbing, electrical, mechanical/HVAC, sanitary sewer, storm sewer, and Unit 5; (collectively, fire/life safety systems). The “Tenant’s Tenant Work”), which ” as used herein shall be no less than the base building standard then in effect for the Project, mean all in accordance with the applicable provisions of the Lease construction work performed pursuant to and in accordance with the “Tenant Design Criteria Manual”, if any, applicable plans and specifications which have been approved by Lessor. Lessee may request to perform additional work different from or in addition to the Project. (b) Prior to commencing any Tenant’s Tenant Work, except Lessee may not make any modifications to the approved Tenant Work without Lessor’s prior writen consent. As long as Lessor is then employing an in-house construction manager, Lessee shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or subuse a Lessor-contractors engaged to perform approved general contractor for the Tenant’s Tenant Work, evidencing insurance coverage satisfactory and shall be allowed to Landlord, acting reasonably; (ii) permit-ready plans, drawings negotiate directly with said contractor so long as subcontract work is competitively bid and specifications for contractor does not self perform more than 15% of said Tenant Work. At the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood time Lessor reviews and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage consents to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work Tenant Work, Lessor shall notify Lessee as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation to which portions thereof shall be subject to removal at the provisions relating to Landlord’s approval end of the plans Lease Term (and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work extension or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, renewal thereof) pursuant to the Construction Lien Act, in respect of materials supplied or work done by Lease. Lessor hereby pre-approves RAFN as a general contractor for the Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant Lessee hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant(x) Lessee’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof general contractor shall be deemed required to hire union subcontractors for mechanical, electrical, plumbing, and carpentry trades, and (y) Lessee shall be provided by Landlord on Tenantrequired to use Lessor’s behalf as Tenant’s contractorpre-approved mechanical, electrical, plumbing, and fire/life safety subcontractors in connection with the Tenant Work. Lessor shall not charge Lessee any supervisory or manager fees for the Tenant Work. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. Tenant shall, within thirty (a30) Prior days after execution of the Lease, submit to Landlord for approval its plans and specifications for the respective Commencement Date for each of Xxxx 0 and Unit 5Tenant Work (the"Tenant Improvement Plan"). Unless otherwise agreed to by Landlord, Tenant shall, at its cost and expense, in preparing the Tenant Improvement Plan, use the Landlord's space planner. Landlord shall, within thirty (i30) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectivelydays thereafter, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions either approve of the Lease and in accordance with Tenant Improvement Plan or submit to Tenant its proposed changes thereto. In the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both event Landlord and Tenant respecting all matters are unable to agree upon the nature and scope of dispute regarding the Tenant’s WorkTenant Improvement Plan within ninety (90) days of execution of the Lease, including or such longer time as the state Landlord and Tenant shall agree to in writing, then the Landlord shall have the right to terminate this Lease. Upon approving of completion and whether or not the Tenant Improvement Plan, Landlord agrees to complete the work is completed depicted therein in a good and workmanlike manner and in compliance with all laws, using new materials and equipment of good quality, and deliver possession of the Leased Premises to Tenant in accordance with the provisions contained herein on or before the Commencement Date, subject, however, to Paragraph 4 below. If Tenant shall require any subsequent changes to the Space Plan or the Tenant Improvement Plan ("Additional Work"), then, providing Landlord agrees in writing to such changes, and the cost thereof will cause the total costs to exceed the Tenant Improvement Allowance, as reasonably determined by Landlord, Tenant shall, within ten (10) calendar days of the billing therefore, deposit with Landlord, Landlord's projected costs and expenses for the Additional Work in excess of the Tenant Improvement Allowance, which costs shall include general contractor profit and overhead expected to be incurred by Landlord in connection with preparation of such additional plans and specifications and/or such Additional Work. Such reimbursements shall be made by Tenant to Landlord prior to Landlord's undertaking any changes to the Space Plan. If such projected costs for the Tenant’s Additional Work as approved by are in excess of Landlord. (e) Notwithstanding anything contained herein, including without limitation 's actual costs then Landlord shall refund any excess to Tenant and if Landlord's costs for the provisions relating to Landlord’s approval Additional Work are in excess of the plans and specifications pertaining to the estimated sum paid by Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and then Tenant shall so notify or cause pay such deficiency to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractordemand. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior Tenant shall be responsible for retaining an architect (the “Architect”) to design the respective Commencement Date interior of the Demised Premises (and Tenant shall be responsible for each all costs and expenses of Xxxx 0 and Unit 5, the Architect). Tenant shall, at its cost and expense, (i) complete or shall cause the completion Architect to deliver to Landlord complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Demised Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”)on or before July 15, which 2005. Tenant Work shall be no less than the base building standard then in effect for the Projectperformed, all and Landlord shall be reimbursed if applicable, in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the ProjectExhibit C-2 annexed hereto. (b) Prior At such time as they become available, the completed interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C-1 and shall be referred to commencing any Tenant’s Workas the “Plans and Specifications.” The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (c) Construction, according to the Plans and Specifications ("Tenant Work”) shall deliver be carried out and pursued to completion by Landlord, with the cooperation of Tenant. Landlord need not begin Tenant Work until the later of the date hereof and the approval by Landlord of the Plans and Specifications (it being agreed that complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, shall be required in order for Landlord to determine whether it shall approve the Plans and Specifications). In that connection: (i) certified copies or certificates of insurance from its Landlord shall have the sole right to designate general contractors and/or sub-contractors engaged to perform and subcontractors for the Tenant’s Tenant Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably;. (ii) permit-ready plansLandlord shall apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, drawings Tenant shall join in the execution of the applications, and specifications for the Tenant’s Work for at Landlord’s prior written approval; and request, shall cooperate with the prosecution of the application. Tenant shall bear all fees, costs and expenses in connection with the applications including any reasonable out-of-pocket legal expenses incurred by Landlord in connection obtaining such approvals and permits (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood that such fees, costs and agreed that expenses will be included in the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damagesWork Allowance described in Exhibit C-2, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of extent such costs for Landlord’s supervisionallowance is applicable). (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior The Tenant shall not make any additional alterations or additions, structural or non-structural, to the respective Commencement Date for Premises without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of Xxxx 0 and Unit 5the exterior, Tenant shalllobbies, elevator, roof, structure, or building systems in or at its cost and expense, the Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) complete or cause if such Minor Alteration requires a building permit from the completion of all Leasehold Improvements (save and except for any applicable municipal authority, Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) paint if Landlord’s consent was not obtained therefor, upon the Premises; expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (iii) carpet as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the Premises; and Property other than Minor Alterations or Alterations costing less than $1,000,000 (iv) install an opening(ssuch amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the demising wall between Unit 4 aggregate, Tenant shall provide and Unit 5; record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Tenant, (collectively, “Tenant’s Work”but excluding Minor Alterations), which shall be no less than performed by an Approved Contractor. Upon the base building standard expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken work performed by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior The completed interior design drawings, layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C‑1 and shall be referred to as the respective Commencement Date for each of Xxxx 0 "Plans and Unit 5Specifications" (it being agreed to by the parties that the Plans and Specifications shall be based on the preliminary space plans attached hereto as Exhibit C-3 (the “Preliminary Plans”)). The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties' understanding regarding building standards, Tenant shall, at its cost Work and expense, (i) complete or cause the completion certain other aspects of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) Tenant Work in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the ProjectBuilding. (b) Construction, according to the Plans and Specifications ("Tenant Work") shall be carried out and pursued to completion with reasonable diligence by and at the expense of Tenant and with the cooperation of Landlord, upon the terms and conditions set forth below. Tenant may begin Tenant Work on the later of March 1, 2016 and the approval by Landlord of the Plans and Specifications (which approval shall not be unreasonably withheld so long as the Plans and Specifications reflect the Preliminary Plans): (i) Prior to commencing any Tenant’s Tenant Work, Tenant shall deliver furnish to Landlord a written list of general contractors who are proposed to perform such work. Such general contractors (and all contractors) shall be first-class contractors and shall maintain current licenses with applicable governmental and/or other enforcement authorities. Tenant shall furnish to Landlord copies of such general contractors’ and other contractors’ insurance policies, including workers compensation, public liability and property damage, all in amounts and with companies acceptable to Landlord: (i) certified copies or certificates . Landlord shall have the right to reject such proposed general contractors by written notice to Tenant within ten days of insurance from its contractors and/or sub-contractors engaged to perform Landlord's receipt of the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably;above information. (ii) permit-ready plansTenant shall promptly apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, drawings Landlord shall join in the execution of the applications, and specifications at Tenant's request, shall cooperate with the prosecution of the application (and Landlord shall not charge Tenant any fees in connection therewith). Tenant shall bear all fees, costs and expenses in connection with the applications. Tenant shall prosecute the applications diligently and use its best efforts to seek the approvals and permits applied for the Tenant’s Work for and shall provide Landlord with copies of all permits and approvals upon receipt thereof. Tenant shall advise Landlord of its progress from time to time and upon request by Landlord’s prior written approval; and. (iii) copies Promptly after all requisite approvals and permits have been granted, Tenant shall commence the performance of Tenant Work and shall diligently prosecute Tenant Work to completion. (iv) Tenant shall perform or cause to be performed all of Tenant Work in accordance with the Plans and Specifications, all requirements of regulations of any applicable public authority, and the terms and conditions of all insurance policies and shall do so in a good and workmanlike manner, and the Tenant Work shall in no event interfere with building permits required systems or with any other tenant’s use and quiet enjoyment of such tenant’s leased space in the Building. Notwithstanding any failure by Landlord to be obtained by object to any such Tenant prior Work Landlord shall have no responsibility therefor. Tenant agrees to commencing save and hold Landlord harmless as provided in the Lease for said Tenant Work. (v) Tenant's contractors shall have access to the Demised Premises during Business Hours (as defined in Exhibit D hereto) and Landlord shall provide water, heating or cooling to the extent such services are being provided to the Demised Premises pursuant to the terms of this Lease. Tenant's contractors may have access to the Demised Premises beyond Business Hours if Landlord approves in writing, and water, heating or cooling at Tenant’s Workrequest, it being understood and agreed that the procurement of any such permits is to be undertaken by if Tenant at its sole cost and expense. Tenant hereby agrees to indemnify pay utility overtime charges on an hourly basis as set forth in the Rules and save harmless Regulations (defined herein). (vi) Tenant shall provide Landlord from and against with "as built drawings" upon completion of Tenant Work. (vii) If any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant governmental authority requires that a certificate of occupancy be issued with respect to the Demised Premises as a result of any delays in commencing and/or completing the Tenant Work, Tenant shall apply for, obtain such certificate of occupancy and provide a copy thereof to Landlord prior to Tenant’s Work due to delays incurred in receiving required permits thereforoccupancy of the Demised Premises. (c) Any damage to the Premises, Tenant acknowledges that the Building is a multi-tenant building, and that Landlord and other tenants in the Building and their respective contractors will be performing tenant fit-up work and other construction in the Building from time to time, during both Business Hours and non Business Hours. Any such work or the Project caused during the performance of the other construction shall not unreasonably interfere with Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest business operations in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractorBuilding. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior to the respective Commencement Date for each of Xxxx 0 and Unit 5Tenant, Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. , (except only the allowances referred to in Section 5.1 hereof), shall cause the "Tenant hereby agrees Work", as defined in the Work Letter Agreement (the "Work Letter Agreement") attached hereto as Exhibit B and made a part hereof, to indemnify be promptly commenced and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays diligently completed in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed Leased Premises in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s this Tenant Work or any Additional Work (as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval defined in Paragraph 3 of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s WorkLetter Agreement), Tenant shall deliver to Landlord evidencecertificates of such insurers as may be reasonably required by Landlord including, satisfactory without limitation, all risk insurance for the benefit of Landlord for the full insurable value of the Tenant Work and Additional Work to be performed free of any liens of the contractor, subcontractor, laborer or materialman and shall secure and deliver to Landlord when requested such Sworn Contractor's Affidavits and waivers of lien as Landlord may reasonably request. The Tenant Work, any Additional Work and all alterations, additions or improvements to the Leased Premises or the Building, whether made or paid for by Tenant or Landlord, acting reasonablyother than Tenant's trade fixtures, that shall without compensation to Tenant, become Landlord's property at the termination of this Lease by lapse of time or otherwise. Tenant's trade fixtures shall at all building permits related times constitute Tenant's property. Landlord has granted to Tenant an allowance for the full and satisfactory completion of the Tenant Work in the amount of $30,000 (the "Tenant Work Allowance"). Upon the final completion of the Tenant Work in compliance with the provisions of this Lease, or upon receipt of an invoice from the contractor performing Tenant Work. Tenant shall either deliver to Landlord such Sworn Contractor's Affidavits and such waivers of liens as Landlord may reasonably request in order to establish the full payment of the cost of the Tenant Work, or shall deliver to Landlord security therefor reasonably acceptable to Landlord and within 30 days thereafter Landlord shall pay to Tenant the Tenant Work allowance or portion thereof equal to the Tenant’s amount invoiced by the Contractor. In the event the cost of the Tenant Work have been properly satisfied is less than the Tenant Allowance, the portion of the Tenant Work Allowance which exceeds the cost of the Tenant Work shall be applied as a credit against the Base Rent and closedAdditional Rent due hereunder.

Tenant Work. At Tenant’s election (awhich election shall be made by Tenant giving written notice (“Tenant Work Election Notice”) Prior to Landlord on or before the respective Commencement Date for each of Xxxx 0 and Unit 5Tenant Work Election Date), Tenant shall, at its cost and expense, either: (i) complete or cause Tenant shall perform the completion of all Leasehold Improvements leasehold improvements in both the Office Premises and the Warehouse Premises in accordance with the plans and specifications (save and except for any as approved by Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s WorkPlans”), which shall be no less than consistent with the base building standard then in effect for the ProjectContemplated Tenant Work described on Exhibit H, all in accordance with Landlord’s plan submission standards set forth in Exhibit D and shall be submitted to Landlord for its approval (“Tenant Work”), or (ii) Landlord shall perform the applicable provisions Tenant Work. If Tenant does not timely give Landlord a Tenant Work Election Notice, then Tenant shall be deemed to have elected that Tenant perform the Tenant Work. Tenant shall submit initial plans and specifications with respect to the Tenant Work on or before the Initial Plans Date and the parties shall use reasonable efforts to finalize the same within fourteen (14) days thereafter. All changes to Tenant’s final approved plans shall be subject to Landlord’s prior written approval. Tenant shall submit the final approved Tenant’s Plans to Landlord on or before the Final Plans Date and, if Landlord performs the Tenant Work, Tenant shall give Landlord written authorization to proceed with the Tenant Work on or before the Authorization to Proceed Date. Any breach by Tenant in its obligations under the immediately preceding sentence shall be deemed to be a Tenant Delay. If Tenant performs the Tenant Work, the Tenant Work shall be performed in accordance with this Lease, including, without limitation, Subsections 6.2.4 and 6.2.5 hereof. Except for Landlord’s Contribution, Tenant Work shall be at Tenant’s sole cost and expense. If Tenant elects to have Landlord perform Tenant Work, Tenant shall pay Landlord a construction management fee equal to two percent (2%) of the Lease cost of Tenant Work (which amount shall be deducted from Landlord’s Contribution). In addition, if Tenant elects to have Landlord perform the Tenant Work and provided that there are no Tenant Delays, as hereinafter defined, Tenant shall not be responsible for the payment of any holdover rent in the 205 Indigo Creek Premises unless Tenant fails to vacate the 205 Indigo Creek Premises (a) that is occupied for office use on or before the date that is ten (10) days following the Substantial Completion Date, and (b) in its entirety (including those portions that are occupied for light manufacturing, assembly and warehouse uses) on or before the date that is twenty (20) days following the Substantial Completion Date. If, however, Tenant elects to perform the Tenant Work and the Tenant Work is not completed in time for Tenant to vacate the 205 Indigo Creek Premises on or before the date that is the earlier to occur of (a) (i) with respect to those portions of the Premises that are occupied for office use, ten (10) days following the Substantial Completion Date (as such term is defined in the New Lease), and (ii) with respect to the entirety of the Premises (including those portions that are occupied for light manufacturing, assembly and warehouse uses) on or before the date that is twenty (20) days following the Substantial Completion Date; and (b) one hundred fifty (150) days after the Commencement Date, then Tenant shall be obligated to pay the Holdover Rent (as such term is defined in the Termination Agreement), subject to and in accordance with the terms of the Termination Agreement. If either Tenant or Landlord performs the Tenant Work and the Substantial Completion Date occurs at any time on or prior to March 31, 2012 (the “Blackout Period”), then, the Substantial Completion Date shall be postponed until the first day following the expiration of the Blackout Period but, if the Tenant shall accept possession of the Premises during the Blackout Period, the date of such acceptance shall be the Substantial Completion Date. For purposes hereof, “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing Delays” are defined as any Tenant’s Work, Tenant shall deliver to Landlord: delay which is (i) certified copies due to special work, changes, alterations, additions or certificates so-called “long-lead” items required or made by Tenant or as part of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Tenant Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plansdue to any work beyond the Contemplated Scope of Tenant Work, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained caused in whole or in part by Tenant prior through the delay of Tenant in supplying information, approving plans, specifications or estimates, giving authorizations or otherwise, or (iv) caused in whole or in part by delay and/or default on the part of Tenant or its contractors or vendors including, without limitation, the utility companies and other entities furnishing communications, data processing or other service or equipment. GSDOCS\2096218.11 If Tenant elects to commencing have Landlord perform the Tenant Work, and provided there are no Tenant Delays, promptly following the approval of Tenant’s Plans and Tenant’s issuance of its authorization to proceed, Landlord shall exercise all reasonable efforts to complete the Tenant Work, it being understood but Tenant shall have no claim against Landlord for failure so to complete the Tenant Work, and agreed that the procurement in light of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due right to delays incurred in receiving required permits therefor. (c) Any damage continue to occupy the 205 Indigo Creek Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained hereinobligations under this Lease, including without limitation limitation, the provisions relating obligation to Landlord’s approval of pay Rent as provided for herein, shall remain in full force and effect and without diminishment, notwithstanding that the plans and specifications pertaining to Substantial Completion Date has not yet occurred. Tenant agrees that Landlord may make any changes in the Tenant’s Tenant Work and to any rights of Landlord to perform any work or do any other thing from that shown on Tenant’s behalfPlans, and notwithstanding any notice the necessity or desirability of which may be received by Landlord from any becomes apparent following approval of Tenant’s contractors or sub-contractorsPlans, Landlord upon prior written notice to Tenant for nonsubstantial changes and with the approval of Tenant (which approval shall not be liable, and no lien unreasonably withheld or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractordelayed) for substantial changes. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior to Within ten days (10) after the respective Commencement Date for each date of Xxxx 0 and Unit 5this Lease (if applicable), Tenant shallshall submit to Landlord completed interior design drawings, layouts and interior finish specifications for the preparation of the Demised Premises. Tenant, at its Landlord's cost and expense,, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to as the "Plans and Specifications". The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties' understanding regarding the scope of work to be provided to Tenant by Landlord ("Tenant Work"). Landlord shall not require Tenant to restore the Demised Premises to the conditions prior to the Tenant Work. (b) Landlord shall complete the construction of the Tenant Work, in accordance with the Tenant Improvement Workletter, in the following manner: (i) complete or cause Landlord shall arrange for the completion performance of all Leasehold Improvements (save and except for any Landlord’s Work) which are required Tenant Work prior to complete Xxxx 0 for Tenant’s business operations thereonthe Commencement Date; (ii) paint Within a reasonable time after completion of the Premises; Plans and Specifications (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”if required), which shall be no less than the base building standard then in effect for the Projectapproved and initialed by Landlord and Tenant, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable Landlord shall apply to the Projectappropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord's performance of Tenant Work. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing Within a reasonable time after the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) percent issuance of such costs construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for Landlord’s supervision. in the Plans and Specifications (dor in accordance with Exhibit C if no Plans and Specifications are required) The opinion in writing of compliance with the Architect shall be binding on both Landlord applicable Building Codes and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner manner. Tenant shall advise Landlord immediately in writing of any objection to the performance of the Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work ("Work Changes") and/or Tenant requests additional work ("Additional Work") other than Tenant Work to be performed in accordance with plans the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord's estimated costs and specifications Tenant approves said additional costs, Tenant shall pay for any additional costs in advance of the Tenant’s Additional Work as approved by or Work Changes and upon receipt of invoice from Landlord. (evi) Notwithstanding anything contained herein, including without limitation In the provisions relating to Landlord’s approval event of the plans and specifications pertaining to the Tenant’s Work and to a default by Tenant in any rights of Landlord to perform any work or do any other thing payment required on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any account of Tenant’s contractors 's Work, Work Changes or sub-contractorsAdditional Work costs prior to Tenant's occupancy of Demised Premises, Landlord shall not be liableshall, and no lien or in addition to all other encumbrance shall attach to Landlord’s interest legally allowable remedies, have the same rights as in the Premises, pursuant to case of an Event of Default in Rent under the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractorLease. (f) Upon completion of Tenant’s Work, Tenant shall deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. (a) Prior to Within ten days (10) after the respective Commencement Date for each date of Xxxx 0 and Unit 5, Tenant shall, at its cost and expense, this Lease (i) complete or cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete Xxxx 0 for Tenant’s business operations thereon; (ii) paint the Premises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”if applicable), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver submit to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s WorkLandlord completed interior design drawings, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings layouts and interior finish specifications for the Tenant’s Work for preparation of the Demised Premises. Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to as the “Plans and Specifications”. The Tenant hereby agrees Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties’ understanding regarding the scope of work to indemnify be provided to Tenant by Landlord (“Tenant Work”) and save harmless Landlord from consists of the Initial 1st Floor Tenant Improvement Work (as defined in Exhibit C), the 3rd Floor Tenant Improvement Work (as defined in Exhibit C) and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by the Expansion Space Tenant Improvement Work (as a result of any delays defined in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits thereforExhibit C). (cb) Any damage to Landlord shall complete the Premisesconstruction of the Tenant Work, in accordance with the Building or Tenant Improvement Workletter, in the Project caused during following manner: (i) Landlord shall arrange for the performance of the Tenant’s 3rd Floor Tenant Improvement Work on or prior to the Commencement Date and shall arrange for the performance of the Initial 1st Floor Tenant Improvement Work and the Expansion Space Tenant Improvement Work after the Commencement Date; (ii) Within a reasonable time consistent with the target Commencement Date, after completion of the Plans and Specifications (if required), which shall be approved and initialed by Tenant, its contractors, sub-contractors, tradesmen or material suppliers Landlord shall immediately be repaired by Tenant apply to the satisfaction of Landlord, or, at appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord’s option, by Landlord at the expense performance of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervisionWork. (diii) The opinion Within a reasonable time consistent with the target Commencement Date, after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in writing of the Architect shall be binding on both Landlord Plans and Tenant respecting all matters of dispute regarding Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the Tenant’s Work, including the state of completion applicable Building Codes and whether or not work is completed in a good and workmanlike manner manner. Tenant shall advise Landlord immediately in writing of any objection to the performance of the Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work (“Work Changes”) and/or Tenant requests additional work (“Additional Work”) other than Tenant Work to be performed in accordance with plans the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord’s estimated costs, Tenant shall pay for any additional costs in advance of the Additional Work or Work Changes and specifications for the Tenant’s Work as approved by upon receipt of invoice from Landlord. (evi) Notwithstanding anything contained herein, including without limitation In the provisions relating to Landlord’s approval event of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done a default by Tenant or in any payment required on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion account of Tenant’s Work, Work Changes or Additional Work costs prior to Tenant’s occupancy of Demised Premises, Landlord shall, in addition to all other legally allowable remedies, have the same rights as in the case of an Event of Default in Rent under the Lease. (vii) To the extent necessary, Tenant shall deliver to be responsible for moving all business equipment, furniture and all personal property (files, wall hangings, valuables, etc.) as may be required in connection with Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to commencing and performing any of the Tenant’s Work have been properly satisfied and closedTenant Work.