Plans and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

Provided Tenant is not in default pursuant to the terms of the Lease, Landlord agrees to contribute up to $2,346,765.00 (the "Construction Allowance") toward the cost of performing the Initial Alterations. The Construction Allowance may be used for all hard and soft costs of construction and relocation including; construction management, architect and engineering, permits, security, signage, cabling, moving and furniture fixtures and equipment The Construction Allowance and Tenant's Deposit, if applicable, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within thirty (30) days after receipt of the following documentation: # 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; # 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; # contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested

Construction Plans. Landlord shall prepare final plans and specifications for the Tenant Improvements that # are consistent with and are logical evolutions of the Approved Schematic Plans and # incorporate any other Tenant-requested (and Landlord-approved) Changes (as defined below). As soon as such final plans and specifications (“Construction Plans”) are completed, Landlord shall deliver the same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or disapproved by Tenant within five (5) days after delivery to Tenant. Tenant’s failure to respond within such five (5) day period shall be deemed approval by Tenant. If the Construction Plans are disapproved by Tenant, then Tenant shall notify Landlord in writing of its reasonable objections to such Construction Plans, and the parties shall confer and negotiate in good faith to reach agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Landlord shall promptly submit such Construction Plans to all appropriate Governmental Authorities for approval. The Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.” Wherever Landlord is required to review or provide its approval or disapproval or to

Plans and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

Plans and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

Plans and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

Plans and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

Construction Plans. Tenant shall prepare final plans and specifications for the Tenant Improvements that # are consistent with and are logical evolutions of the Approved Schematic Plans and # incorporate any other Tenant-requested (and Landlord-approved) Changes (as defined below). As soon as such final plans and specifications (“Construction Plans”) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. All such Construction Plans shall be submitted by Tenant to Landlord in electronic .pdf, CADD and full-size hard copy formats, and shall be approved or disapproved by Landlord within ten (10) business days after delivery to Landlord. Landlord’s failure to respond within such ten (10) business day period shall be deemed approval by Landlord. If the Construction Plans are disapproved by Landlord, then Landlord shall notify Tenant in writing of its objections to such Construction Plans, and the parties shall confer and negotiate in good faith to reach agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord and Tenant, two (2) copies of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Tenant shall promptly submit such Construction Plans to all appropriate Governmental Authorities for approval. The Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.”

Plans and Welfare Plans. (i) Knowingly engage in or permit any transaction in connection with which any Borrower or any ERISA Affiliate could be subject to either a material civil penalty or tax assessed pursuant to [Section 502(i) or 502(1)])] of ERISA or Section 4975 of the Code, permit any Welfare Plan to provide benefits, including without limitation, medical benefits (whether or not insured), with respect to any current or former employee of Borrower beyond his or her retirement or other termination of service other than # coverage mandated by Legal Requirements, # death or disability benefits that have been fully provided for by paid up insurance or otherwise or # severance benefits (unless such coverage is provided after notification of and with the reasonable approval of Lender), # permit the assets of any Borrower to become “plan assets”, whether by operation of law or under regulations promulgated under ERISA or adopt, amend (except as may be required by Legal Requirements) or increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to adopt, amend (except as may be required by Legal Requirements) or increase the amount of any benefit or amount payable under, any Plan or Welfare Plan, except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits expense to any Borrower or any ERISA Affiliate or # permit an ERISA Event to occur.

Within fifteen (15) business days after the completed Construction Plans have been submitted to Landlord, Landlord shall provide written approval of such Construction Plans (or written disapproval with a written explanation of any changes required therein) and shall redeliver the Construction Plans to Tenant. Tenant shall cause the Planner to correct any matter on the Construction Plans which Landlord does not approve and to resubmit the corrected Construction Plans to Landlord within seven (7) business days (in which case Landlord shall have seven (7) business days to review the corrected Construction Plans and to notify Tenant of any disapproval), and this process shall continue until the Construction Plans are approved by Landlord and Tenant. Landlord’s representative or architect shall, upon request from Tenant, meet with Tenant at the Building to discuss and resolve all alleged deficiencies in the Construction Plans and solutions to any problems. As used in this Exhibit, “Plans” means and includes the Initial