Common use of Approval of Plans and Specifications Clause in Contracts

Approval of Plans and Specifications. Lessee at its cost shall prepare and deliver to Lessor for its approval two (2) sets of the plans and specifications (“Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removed.

Approval of Plans and Specifications. Lessee at its cost 2.1 Tenant shall prepare and deliver to Lessor Landlord for its Landlord’s review and approval two three (23) sets sets, plus one (1) reproducible set, of all of the plans and specifications final working drawings for the Tenant Improvements which shall substantially conform to the Approved Plan (“TI Drawings”). Concurrently with submission of the TI Drawings Tenants shall submit to Landlord for review Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”)proposed signage, which shall be subject consistent with the Sign Criteria. Upon completion of Landlord’s review, Tenant shall have five (5) days in which to Lessorresubmit, if necessary, revised TI Drawings to Landlord for Landlord’s review and approval, which . Landlord shall not be unreasonably withheld have any obligation to approve any TI Drawings that (i) do not conform to applicable statutes, ordinances or conditioned. Lessor shall not be able regulations or is disapproved by any governmental agency, (ii) requires building service beyond the level normally provided to arbitrarily disapprove Tenantother tenants in the Project, (iii) overload the floor, (iv) may, as determined by Landlord, in Landlord’s Planssole and absolute discretion, and shall only disapprove Tenant’s Plans if (1) adversely impact the design negatively impacts structural integrity of the Building or any of the Building systems, (2v) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts can be seen from the exterior appearance of the Building, (vi) increase any of Landlord’s costs, or (5vii) are, in Landlord’s sole opinion, of a nature or quality that is inconsistent with the cost objectives of removal at Landlord for the end Project. If Tenant and Landlord are unable to agree on the TI Drawings, such dispute shall be resolved by the Project architect, DeRevere & Associates, whose determination shall be final. Following such approval of the Lease will TI Drawings, both parties shall sign and deliver to each other duplicate copies of the TI Drawings. Thereafter, changes may be excessivemade only in strict accordance with the construction contract for the Tenant Improvements, unless Lessee posts sufficient security for and Landlord shall have approval rights therein to any material changes. The term “Approved Drawings” shall include such removal cost. Within 10 days after changes. 2.2 Upon receipt of a request by Tenant to approve the Tenant PlansTI Drawings for any part thereof, Lessor Landlord shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within have ten (10) business days of their following receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permitsrequest together with all reasonable supporting documentation in which to review in good faith the submitted drawings and other documents to determine whether they meet the standards for the Building. On or before the expiration of the review period, Lessee Landlord shall commence construction of Tenant’s Work prepare and diligently prosecute Tenant’s Work submit to completion. Lessor reserves Tenant in writing any comments, suggestions, modifications or objections it may have to the right to approve Lessee’s contractor submitted drawings or documents. 2.3 If the Tenant Improvements include any floor covering other than traditional carpeting, then Tenant shall, at its sole cost and major subcontractorsexpense, but such approval shall not be unreasonably withheld or delayedperform a moisture test. Notwithstanding Paragraph 7.4(b)anything to the contrary, Lessee need Tenant may not remove waive any of Tenantmoisture barrier requirement or recommendation without Landlord’s Workapproval, which Lessor expressly agrees in writing may be withheld in its sole and absolute discretion need discretion. 2.4 Landlord will not require Tenant to remove the hard walls and additional restroom, that as depicted on the Approved Plan, upon the expiration or earlier termination of the Lease. However, as part of Landlord’s review and approval of the TI Drawings, Landlord will determine whether Landlord will require the removal of any other components of the Tenant Improvements (i.e., the ceiling, lighting and flooring). If Landlord does not designate that any portion of the Tenant Improvements shall be removedpermitted to remain on the Premises, such Tenant Improvements shall be removed by Tenant at Tenant’s sole cost upon the expiration or earlier termination of the Lease.

Approval of Plans and Specifications. Lessee at its cost Landlord has had the opportunity to review, and Landlord has approved a preliminary site plan and rendering prepared by Paul ▇▇▇▇▇▇▇▇, ▇▇d. for the hotel/casino and other related improvements which Tenant intends to be constructed on the Land (collectively, the "IMPROVEMENTS"). Reductions of such Tenant's Renderings are attached to this Lease as Exhibit "B" and incorporated herein by this reference. For purposes of this Lease, "TENANT'S RENDERINGS" means the above-referenced site plan and rendering and any modifications thereof which either do not require Landlord's approval or which have been approved or deemed approved by Landlord in accordance with the terms of this Lease. Tenant shall prepare and deliver to Lessor Landlord for its approval two any material modification of Tenant's Renderings. Within a period of fifteen (215) sets days from the date of delivery of such modified Tenant's Renderings, Landlord shall either approve the plans and specifications same (“Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which approval shall not be unreasonably withheld withheld, delayed or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, conditioned and shall only disapprove Tenant’s Plans be conclusively presumed if Landlord fails to specify its objections and reasons therefor within such fifteen (115) the design negatively impacts the Building systems, (2day period) the design negatively impacts the Building structure, (3) the design is not or specify its objections thereto and reasons therefor in compliance with current building codes, detail by written notice delivered to Tenant on or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at before the end of said fifteen (15) day period. In the Lease will be excessiveevent Landlord shall specify objections to any modification of Tenant's Renderings hereunder during the Feasibility Period (as defined in Article 5 below), unless Lessee posts sufficient security for and if Landlord and Tenant are unable to resolve such removal cost. Within 10 days after receipt objections by mutual agreement within a period of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days from the date of their Tenant's receipt of written notice of such objections, tenant, at its sole option, may terminate this Lease by Lesseewritten notice to Landlord within five (5) days after the expiration of such ten (10) day period, in which event any remaining Security Deposit, as defined in Section 3.4 below, shall be released to Tenant. Upon approval If Landlord specifies objections to a modification of Tenant's Renderings within the Feasibility Period, and if Tenant does not terminate this Lease pursuant to the preceding sentence, then Tenant shall promptly revise Tenant's Renderings to fully accommodate and conform to Landlord's written objections, subject to the terms of any written agreements between Landlord and Tenant as to the manner in which any of such objections may be accommodated to the mutual satisfaction of Landlord and Tenant. Any revision of Tenant's Renderings which is approved by LessorLandlord shall be signed by Landlord and Tenant and shall be deemed a part hereof. Notwithstanding the foregoing provisions of this Section 2.1, Lessee if Landlord acts unreasonably or in bad faith in disapproving any modification of Tenant's Renderings during the Feasibility Period, then, upon termination by Tenant hereunder, Landlord shall file refund to Tenant any Base Rent paid by Tenant pursuant to Section 3.1 prior to such termination. If Landlord disapproves a full proposed modification of Tenant's Renderings after the Feasibility Period has expired, and complete application for a building permit along with required fees and costs and obtain the necessary building permitsif Tenant claims that Landlord has acted unreasonably in doing so, Tenant may submit such dispute to binding arbitration pursuant to Article 29 below. Following issuance Within one hundred eighty (180) days after completion of the building permitsImprovements, Lessee Tenant shall commence construction deliver a complete set of Tenant’s Work and diligently prosecute Tenant’s Work the as-built plans for the Improvements to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedLandlord.

Approval of Plans and Specifications. Lessee at its cost shall prepare Within seven (7) Business Days after the District’s receipt of any initial (or resubmitted, if applicable) set of Plans and deliver to Lessor Specifications for its approval two (2) sets each Design Phase of the plans and specifications Tenant Improvements (the “Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s WorkResponse Period”), which the District shall be subject notify Landlord of the District’s approval thereof or the reasons why such approval was withheld or is not granted (with any denial specifying the District’s reasons in reasonable detail). Landlord shall cause Project Architect to Lessormake any revisions necessary to address the District’s comments on each Design Phase’s Plans and Specifications, and resubmit the same for the District’s approval. The revisions and resubmissions shall continue until District gives its final approval, or is deemed to have given final approval (as provided in Section 7 below) of each Design Phase’s Plans and Specifications. Following the District’s approval or deemed approval of the Plans and Specifications for ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ the final Design Phase, Landlord shall cause the Project Architect to submit complete and unified Plans and Specifications for all Design Phases of the Tenant Improvements which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plansincorporate the revised and approved Plans and Specifications for each Design Phase (the “Complete Plans and Specifications”), and Landlord shall only disapprove Tenant’s deliver to the District therewith the then current budget based on such Complete Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or and Specifications. Within five (5) Business Days after Landlord’s delivery to the cost of removal at the end District of the Lease will be excessiveComplete Plans and Specifications (the “Final Response Period”), unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt the District shall notify Landlord of the Tenant PlansDistrict’s approval thereof or the reasons why such approval was withheld or is not granted (with any denial specifying the District’s reasons in reasonable detail). Landlord shall cause Project Architect to make any revisions necessary to address the District’s comments on each Design Phase’s Plans and Specifications or the Complete Plans and Specifications (as applicable), Lessor and resubmit the same for the District’s approval. The revisions and resubmissions shall return continue until the District gives its final approval, or is deemed to Lessee one have given final approval (1as provided in Section 7 below) set of prints each Design Phase’s Plans and Specifications or of the Tenant Complete Plans with Lessorand Specifications. The process of revising, resubmitting and reviewing the resubmission shall be as provided above in this Section 6. Such final approved (or deemed approved) Complete Plans and Specifications shall be the “Final Plans and Specifications”. The District will not unreasonably withhold, condition or delay its approval of any aspects of any Design Phase’s modifications Plans and Specifications (or its approval. If of the Complete Plans and Specifications) for the Tenant Plans Improvements which are returned to Lessee with modificationsconsistent with, but not bearing Lessor’s approvaland in accordance with, the Tenant Plans shall be immediately revised by Lessee District Requirements and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld disapprove any aspects of any Design Phase’s Plans and Specifications that do not reflect a material change from the Plans and Specifications for the immediately preceding Design Phases that the District had approved or delayed. Notwithstanding Paragraph 7.4(bwhich had been deemed approved (it being agreed that additional detail provided in subsequent plans shall not constitute a change), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removed.

Approval of Plans and Specifications. Lessee at its cost Tenant shall prepare and deliver to Lessor Landlord for its Landlord's review and approval two three (23) sets of the plans and specifications (“Tenant’s Plans”) for interior improvements to the Premisessets, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if plus one (1) reproducible set, of all of the design negatively impacts final working drawings for the Tenant Improvements ("TI DRAWINGS") which shall cover the work generally described on attached Schedule 1. Upon completion of Landlord's review, Tenant shall have five (5) days in which to resubmit, if necessary, revised TI Drawings to Landlord for Landlord's review and approval. Landlord shall not have any obligation to approve any TI Drawings that (i) do not conform to applicable statutes, ordinances or regulations or is disapproved by any governmental agency, (ii) requires building service beyond the level normally provided to other tenants in the Business Center, (iii) overload the floor, (iv) may, as determined by Landlord, in Landlord's sole and absolute discretion, adversely impact the structural integrity of the Building or any of the Building systems, (2v) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts can be seen from the exterior appearance of the Building, (vi) increase any of Landlord's costs, or (5vii) are, in Landlord's sole opinion, of a nature or quality that is inconsistent with the cost objectives of removal at Landlord for the end Business Center. If Tenant and Landlord are unable to agree on the TI Drawings, such dispute shall be resolved by the Landlord, DeRevere & Associates, whose determination shall be final. Following such approval of the Lease will TI Drawings, both parties shall sign and deliver to each other duplicate copies of the TI Drawings. Thereafter, changes may be excessivemade only in strict accordance with the construction contract for the Tenant Improvements, unless Lessee posts sufficient security for and Landlord shall have approval rights therein to any material changes. The term "APPROVED DRAWINGS" shall include such removal costchanges. Within 10 days after Upon receipt of a request by Tenant to approve the Tenant PlansTI Drawings for any part thereof, Lessor Landlord shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within have ten (10) business days of their following receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permitsrequest together with all reasonable supporting documentation in which to review in good faith the submitted drawings and other documents to determine whether they meet the standards for the Building. On or before the expiration of the review period, Lessee Landlord shall commence construction of Tenant’s Work prepare and diligently prosecute Tenant’s Work submit to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees Tenant in writing in its sole and absolute discretion need not be removedany comments, suggestions, modifications or objections it may have to the submitted drawings or documents.

Approval of Plans and Specifications. Lessee at its cost shall prepare 2.2.1 Prior to full execution of this Lease by both Landlord and deliver to Lessor Tenant, ▇▇▇▇▇▇ has prepared and Landlord has approved tenant work plans for its approval two (2) sets of the plans and specifications Phase I Improvements (“Tenant’s Phase I Tenant Work Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electricalconstruction and installation of the Category 1 Improvements and a portion of the Category 2 Improvements based upon the Space Plan. Tenant shall prepare tenant work plans for the remaining Category 2 Improvements (the “Phase II Tenant Work Plans”, and all other work necessary to enable together with the Phase I Tenant to operate Work Plans, the Premises “Tenant Work Plans”). The Phase II Tenant Work Plans shall include architectural, mechanical and electrical construction drawings for the Primary Use Phase II Tenant Work. The Phase II Tenant Work Plans shall: (1) include preliminary locations and dimensions; (2) contain sufficient content and detail for use to obtain any required building permits and preparation of “shop drawings” (if applicable); and (3) show all items of such work in reasonable detail (collectively, the “Tenant Building Plan Requirements”). The Phase II Tenant Work Plans shall be prepared by ▇▇▇▇▇▇’s Design Professionals at Tenant’s Work”)sole cost and expense. 2.2.2 Landlord shall have fifteen (15) business days from its receipt of the Phase II Tenant Work Plans to approve or disapprove the Phase II Tenant Work Plans so submitted to Landlord, and to notify Tenant of its reasons for withholding approval. If Landlord disapproves the Phase II Tenant Work Plans, Landlord shall deliver to Tenant, concurrently with its notice of disapproval, a reasonably specific statement of its reasons for disapproval and of any specific revisions which shall be subject Landlord proposes to Lessor’s approval, which remedy the matter (it being understood that Landlord shall not be required to propose any such specific revisions). If Landlord fails to respond to Tenant within such fifteen (15) business day period in accordance with this Section 2.2.2, the Phase II Tenant Work Plans shall be deemed approved by Landlord. 2.2.3 Provided that the Tenant Work Plans submitted to Landlord conform to the Tenant Building Plan Requirements, Landlord will not unreasonably withheld or conditioned. Lessor shall not be able withhold its approval of the Phase II Tenant Work Plans. 2.2.4 If Landlord disapproves of the Phase II Tenant Work Plans and requests any specific revisions to arbitrarily disapprove Tenant’s the Phase II Tenant Work Plans, Tenant shall make such changes and shall only disapprove Tenant’s submit the revised Phase II Tenant Work Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or to Landlord. If Landlord fails to respond to Tenant within five (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approvalbusiness days, the revised Phase II Tenant Work Plans shall be immediately deemed approved by Landlord. 2.2.5 The procedure provided for in Sections 2.2.1 through 2.2.4 above shall be repeated for each revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance resubmitted version of the building permits, Lessee Phase II Tenant Work Plans until Landlord shall commence construction of Tenant’s have approved (or be deemed to have approved) the Phase II Tenant Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedPlans.

Approval of Plans and Specifications. Lessee at its cost shall prepare Landlord acknowledges that it and deliver to Lessor the President of North Dakota State University (the “President”) have approved Tenant’s preliminary plans for its approval two (2) sets of the plans and specifications Tenant’s Work identified on Exhibit 4 (“Tenant’s Preliminary Plans”). Within thirty (30) days following the Effective Date, Tenant shall submit to Landlord for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“TenantLandlord’s Work”), which shall be subject to Lessor’s prior approval, which approval shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove withheld, the proposed working plans and specifications for Tenant’s PlansWork, and shall only disapprove including Tenant’s Plans if signage and final site plan. Landlord’s approval or disapproval (1and the reasons for any disapproval) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted communicated to Lessor for its approval Tenant within ten (10) business days of their following Landlord’s receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work plans and diligently prosecute specifications for Tenant’s Work. If Landlord disapproves any portion of Tenant’s plans and specifications, Tenant shall, within a reasonable period of time after Landlord’s disapproval, submit substitute plans and specifications, or portions thereof, for Tenant’s Work which satisfy Landlord’s reasons for disapproval, and the same provisions as herein above set forth in this Section shall apply with respect to completionLandlord’s approval or disapproval of such substitute plans and specifications or portions thereof. Lessor reserves If necessary, Tenant shall resubmit such plans and specifications until same have been approved by Landlord; provided, however, if Landlord disapproves of such plans and specifications more than twice, then Tenant may terminate this Lease within fifteen (15) days following any second disapproval of such plans and specifications by Landlord. When such plans and specifications have been approved by Landlord (the right “Approved Plans”), sets of the Approved Plans shall be signed by Landlord and Tenant, and at least one (1) signed set shall be delivered to approve Lessee’s contractor each party. Notwithstanding anything herein to the contrary, Landlord and major subcontractorsTenant acknowledge that any design, but such alteration, construction or similar approval of Landlord required hereunder also requires the review and approval of the President pursuant to the Underlying Lease, which approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b)withheld, Lessee need not remove Further, Landlord may delegate any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedall such review activities hereunder directly to the President.

Approval of Plans and Specifications. Lessee at its cost shall prepare and deliver to Lessor for its approval two (2) sets If Borrower engages a General Contractor in connection with any Subphase of the plans Renovation Work, Borrower shall submit the Plans and specifications (“Tenant’s Plans”) Specifications for interior improvements such Subphase of the Renovation Work to the PremisesGeneral Contractor and the General Contractor shall agree to perform its obligations under the General Construction Contract in a manner consistent with the requirements of the applicable Plans and Specifications prior to the commencement of such Subphase of the Renovation Work. Borrower shall obtain from the appropriate Governmental Authorities all required approvals (including, including without limitation interior wallslimitation, plumbing, lighting, fixtures, electricalall environmental approvals) with respect to each component of each Subphase of the Renovation Work and the applicable Plans and Specifications, and all necessary permits, certificates, licenses and other work necessary to enable Tenant to operate the Premises approvals required for the Primary Use construction of each component of each Subphase of the Renovation Work as and when such items are required to be obtained. Borrower shall submit to Lender the Plans and Specifications, Project Schedule, Trade Breakdown Schedule and Schedule of Other Project Costs for each Subphase of the Renovation Work (collectively, the “TenantPhase Construction Items” ) for Lender’s Work”approval (other than the applicable Phase Construction Items for the Room Renovation Subphase which have been previously approved by Lender), which as follows: (a) Lender’s approval of the applicable Phase Construction Items shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plansin its commercially reasonable discretion, and shall only disapprove Tenant’s Plans if include an analysis and approval of, among other things, (1i) the design negatively impacts effect of the Building systemsapplicable Subphase of the Renovation Work, together with all other Subphases of the Renovation Work (or any component thereof) that have been approved, on existing parking, (2ii) the design negatively impacts effect of the Building structureapplicable Subphase of the Renovation Work, together with all other Subphases of the Renovation Work (or any component thereof) that have been approved, on ingress and egress to the Property and to the existing Improvements, (3iii) the design is not loss, if any, of any space in compliance with current building codesthe existing Improvements as a result of the construction of the applicable Subphase of the Renovation Work and all other Subphases of the Renovation Work (or any component thereof) that have been approved, or (4iv) the design negatively impacts the exterior appearance effect, if any, of the Buildingconstruction of the Subphase of the Renovation Work, together with all other Subphases of the Renovation Work (or any component thereof) that have been approved, on the availability of hotel guest rooms and any leases in the Property, and (5v) the cost of removal at the end compliance of the Lease will be excessiveapplicable Subphase of the Renovation Work with all applicable building, unless Lessee posts sufficient security for such removal cost. Within 10 zoning, environmental and other laws, rules, restrictions, orders and regulations of the Governmental Authorities. (b) Lender agrees that as soon as is reasonably practicable but in no event later than thirty (30) days after receipt of the Tenant Plansapplicable Phase Construction Items from Borrower it will review and notify Borrower of (i) its approval or disapproval of the applicable Phase Construction Items (and if disapproval, Lessor the reasons, which shall return be described with reasonable specificity, for the disapproval), or (ii) its need for additional information in order to Lessee one complete its review. (1c) In the event that Lender either disapproves the applicable Phase Construction Items, or requires additional information in order to complete its review, Lender agrees that as soon as is reasonably practicable but in no event later than fifteen (15) days after receipt of revised Phase Construction Items, or the additional information, as the case may be, it will review and notify Borrower of (i) its approval or disapproval of the revised Phase Construction Items (and if disapproval, the reasons, which shall be described with reasonable specificity, for the disapproval), or (ii) its further need for additional information in order to complete its review. (d) Each addition or modification to any set of prints Plans and Specifications, any Project Schedule, any Trade Breakdown Schedule and/or any Schedule of Other Project Costs (i) involving a change order costing more than $200,000 (or $600,000 in the aggregate for all Subphases of the Tenant Renovation Work), (ii) involving the use of materials, furniture, fixtures or equipment which will not be at least equal in quality to the materials, furniture, fixtures and equipment originally specified in or required by the applicable Plans with Lessor’s modifications and Specifications, as approved by Lender and the Construction Consultant, (iii) affecting any of the payment and performance bonds, or its approval. If the Tenant Plans are returned to Lessee with modifications(iv) involving a material change, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised subject to the written approval of Lender and Construction Consultant and, to the extent required by Lessee law, by the appropriate Governmental Authorities and submitted the surety company, if any, which has issued a payment or performance bond with respect to Lessor for its approval any contractor, subcontractor or materialman involved in the Renovation Work. Lender shall approve or disapprove of the proposed addition or modification within ten thirty (1030) days of their the receipt by Lesseein writing of such addition or modification. Upon approval by Lessor, Lessee Borrower shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance not commence any work on any component of any Subphase of the building Renovation Work, unless all required permits, Lessee certificates, licenses and approvals for the applicable components of the Subphase of the Renovation Work have been issued or obtained from the appropriate Governmental Authorities (other than those which are not required in order to commence such construction and which can only be obtained following commencement of such construction), but may otherwise commence work on any Subphase of the Renovation Work following approval of the Phase Construction Items applicable thereto in accordance with this Section 2.8. Borrower shall commence construct and equip each Subphase of the Renovation Work in accordance with the applicable Plans and Specifications, in each case free and clear of all liens, encumbrances and security instruments (other than the Mortgage and the other Permitted Encumbrances). All Plans and Specifications as approved by Lender shall become the property of Lender upon the occurrence of an Event of Default under the Loan Documents and the foreclosure of the Mortgage. The Renovation Work shall be constructed and equipped in compliance with the requirements of the Governmental Authorities acting in and for the locality in which the Property is situated, including the Americans With Disabilities Act. In addition, prior to commencing any portion of the Renovation Work that might involve the removal or disturbance of any asbestos located at Property, Borrower shall obtain and deliver to Lender and the Construction Consultant, an asbestos survey acceptable to Lender and the Construction Consultant. All work involving the removal or disturbance of any asbestos located at Property shall be performed in accordance with all applicable Legal Requirements. Compliance with the provisions of this paragraph and any other provisions of this Agreement relating to the construction and equipping of Tenant’s the Renovation Work shall be determined by the Construction Consultant. At all times during the term of the Loan, upon reasonable prior notice and diligently prosecute Tenant’s Work to completion. Lessor reserves during reasonable business hours, Lender, the Construction Consultant, and their respective agents and employees, shall have the right of entry and free access to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s the Property to inspect the Renovation Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removed.

Approval of Plans and Specifications. Lessee at Borrower shall submit the Plans and Specifications to the General Contractor, and the General Contractor shall agree to perform its cost shall prepare and deliver to Lessor for its approval two (2) sets obligations under the General Construction Contract in a manner consistent with the requirements of the plans Plans and specifications Specifications. Borrower shall obtain from the appropriate Governmental Authorities all required approvals (including, without limitation, all environmental approvals) with respect to the Plans and Specifications and the Common Area Renovation Work. Borrower shall submit to Lender the Plans and Specifications, the Project Schedule, the Trade Breakdown Schedule and the Schedule of Other Project Costs (collectively, the “Tenant’s PlansConstruction Items”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to LessorLender’s approval, which as follows: (a) Lender’s approval of the Construction Items shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plansin its commercially reasonable discretion, and shall only disapprove Tenant’s Plans if include an analysis and approval of, among other things, (1i) the design negatively impacts effect of the Building systemsCommon Area Renovation Work on existing parking, (2ii) the design negatively impacts effect of the Building structureCommon Area Renovation Work on ingress and egress to the Property and to the Improvements, (3iii) the design is not loss, if any, of casino space and any existing retail space in compliance with current building codesthe Improvements as a result of the Common Area Renovation Work, or (4iv) the design negatively impacts the exterior appearance effect, if any, of the BuildingCommon Area Renovation Work on the availability of hotel guest rooms and any leases in the Property, or and (5v) the cost of removal at the end compliance of the Lease will be excessiveCommon Area Renovation Work with all applicable building, unless Lessee posts sufficient security for such removal cost. Within 10 zoning, environmental and other laws, rules, restrictions, orders and regulations of the Governmental Authorities. (b) Lender agrees that as soon as is reasonably practicable but in no event later than thirty (30) days after receipt of the Tenant Plans, Lessor shall return to Lessee one Construction Items from Borrower it will review and notify Borrower of (1i) set of prints its approval or disapproval of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approvalConstruction Items (and if disapproval, the Tenant Plans reasons, which shall be immediately described with reasonable specificity, for the disapproval), or (ii) its need for additional information in order to complete its review. (c) In the event that Lender either disapproves the Construction Items or requires additional information in order to complete its review, Lender agrees that as soon as is reasonably practicable but in no event later than fifteen (15) days after receipt of revised by Lessee Construction Items or the additional information, as the case may be, it will review and submitted to Lessor for notify Borrower of (i) its approval or disapproval of the revised Construction Items (and if disapproval, the reasons, which shall be described with reasonable specificity, for the disapproval), or (ii) its further need for additional information in order to complete its review. (d) Each addition or modification to the Plans and Specifications, the Project Schedule, the Trade Breakdown Schedule and/or the Schedule of Other Project Costs (i) involving a change order costing more than $50,000 (or $100,000 in the aggregate), (ii) involving the use of materials, furniture, fixtures or equipment which will not be at least equal in quality to the materials, furniture, fixtures and equipment originally specified in or required by Plans and Specifications, as approved by Lender and the Construction Consultant, (iii) affecting any of the payment and performance bonds, or (iv) involving a material change (including, without limitation, any material change in staging plans), shall be subject to the written approval of Lender and Construction Consultant and, to the extent required by law, by the appropriate Governmental Authorities and the surety company, if any, which has issued a payment or performance bond with respect to any contractor, subcontractor or materialman involved in the Common Area Renovation Work. Lender shall approve or disapprove of the proposed addition or modification within ten thirty (1030) days of their the receipt by Lesseein writing of such addition or modification. Upon approval by Lessor, Lessee Borrower shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance not commence any work on any stage or phase of the building Common Area Renovation Work unless all required permits, Lessee certificates, licenses and approvals for the Common Area Renovation Work have been issued or obtained from the appropriate Governmental Authorities (other than those which are not required in order to commence such construction or phase thereof and which can only be obtained following commencement of such construction or phase thereof). Borrower shall commence perform the construction and equipping under the Common Area Renovation Work in accordance with the Plans and Specifications, free and clear of Tenant’s all liens, encumbrances and security instruments (other than the Mortgage and the other Permitted Encumbrances). The Plans and Specifications as approved by Lender shall become the property of Lender upon the occurrence of an Event of Default under the Loan Documents and the foreclosure of the Property. The Common Area Renovation Work shall be constructed and diligently prosecute Tenant’s equipped in compliance with the requirements of the Governmental Authorities acting in and for the locality in which the Property is situated, including the Americans With Disabilities Act. In addition, prior to commencing any portion of the Common Area Renovation Work that might involve the removal or disturbance of any asbestos located at Property, Borrower shall obtain and deliver to completionLender and the Construction Consultant, an asbestos survey acceptable to Lender and the Construction Consultant. Lessor reserves All work involving the removal or disturbance of any asbestos located at Property shall be performed in accordance with all applicable Legal Requirements. Compliance with the provisions of this paragraph and any other provisions of this Agreement relating to the construction and equipping of the Common Area Renovation Work shall be determined by the Construction Consultant. At all times during the term of the Loan, upon reasonable prior notice and during reasonable business hours, Lender, the Construction Consultant, and their respective agents and employees, shall have the right of entry and free access to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s the Property to inspect the Common Area Renovation Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removed.

Approval of Plans and Specifications. Lessee at its cost shall The TI Architect will prepare and deliver to Lessor for its approval two (2) sets of the plans and specifications (“Tenant’s Plans”) for interior improvements the Turnkey Work to be completed in the Premises, including without limitation interior wallsthe items specified in the “TI ($ /SF)” column in Addendum 1 attached hereto, plumbingbut excluding the Core and Shell and Common Area Work specified as Landlord’s obligation except as required if sections, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises items or specifications from Landlord’s plans for the Primary Use Core and Shell and Common Area Work need to be shown in said plans and specifications prepared by the TI Architect which for clarification purposes, will remain as Landlord’s obligations (the “Tenant’s WorkPlans and Specifications”). The Plans and Specifications will (a) be compatible with the design, which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, construction and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance equipment of the Building, (b) comply with {00224903.DOC:8} 71 all applicable local and State laws, rules and regulations, (d) be capable of logical measurement and construction, (e) contain all such reasonable information as may be required for the construction of the Turnkey Work, and (f) contain all partition locations, plumbing locations, air conditioning system and duct work, special air conditioning or venting requirements, reflected ceiling plans, office equipment locations and special security systems. It is understood and agreed by the parties that the Plans and Specifications may or will include MEP drawings prepared the MEP Engineer. Within seven (7) Business Days after receipt by Tenant of the Plans and Specifications (i) Tenant will give its written approval thereto, or (ii) if Tenant reasonably disapproves of the work reflected in the Plans and Specifications, Tenant will request other revisions or modifications therein. Within five (5) Business Days following receipt by Tenant of such revisions or modifications, Tenant will give its written approval thereto or will request other revisions or modifications therein (but relating only to the cost extent Landlord has failed to comply with Tenant’s earlier requests). The procedure set forth in the preceding sentence will be implemented repeatedly until Tenant has given its written approval of removal the Plans and Specifications (as approved, the “Approved Plans and Specifications”). Delivery of all plans and drawings referred to in this Section will be by email, messenger service or personal hand delivery, unless otherwise agreed by Landlord and Tenant. Landlord will provide written notice to Tenant at the time the Plans and Specifications are approved of any items of Turnkey Work that Tenant will be required to remove at the end of the Lease Term, and if no such notice is given, Tenant will not be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt required to remove any Turnkey Work at the end of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints Term. Landlord will prepare a construction budget as soon as reasonably possible following the completion of the Plans and Specifications and will submit such budget to Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s review and approval (the “Turnkey Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(bBudget”), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removed.

Approval of Plans and Specifications. Lessee at its cost Landlord acknowledges that it has approved Tenant's preliminary plans for Tenant's Work which are annexed hereto as Exhibit 4 and Tenant's proposed signage annexed hereto as Exhibit 5 made a part hereof (herein "Tenant's Preliminary Plans"). Within sixty (60) days following the Effective Date, Tenant shall prepare submit to Landlord for Landlord's prior approval, the proposed working plans and deliver specifications for Tenant's Work, including Tenant's signage and final site plan. Landlord's approval or disapproval (and the reasons for any disapproval) shall be communicated to Lessor Tenant within ten (10) business days following Landlord's receipt of Tenant's plans and specifications for its Tenant's Work. If Landlord disapproves any portion of Tenant's plans and specifications, Tenant shall, within a reasonable period of time after Landlord's disapproval, submit substitute plans and specifications or portions thereof for Tenant's Work which satisfy Landlord's reasons for disapproval, and the same provisions as hereinabove set forth in this Section shall apply with respect to Landlord's approval two or disapproval of such substitute plans and specifications or portions thereof and, if necessary, Tenant shall resubmit such plans and specifications until same have been approved by Landlord; provided, however, if Landlord disapproves of such plans and specifications more than twice, then Tenant may terminate this lease within fifteen (215) days following any disapproval of such plans and specifications by Landlord after the second disapproval by Landlord of the same. When such plans and specifications have been approved by Landlord (herein the "Approved Plans"), sets of the plans Approved Plans shall be signed by Landlord and specifications (“Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee least one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans so signed shall be immediately revised by Lessee and submitted delivered to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedeach party.

Approval of Plans and Specifications. Lessee at its cost (a) In the event that Tritel has obtained plans for the construction of ("Plans") and specifications for the construction of (the "Specifications") the Tower Facilities, Tritel shall deliver to SpectraSite the Plans and Specifications for the Tower Facilities within five (5) days of the complete execution of the Assignment. In the event that SpectraSite does not approve the Plans and Specifications or modifies the Plans and Specifications, SpectraSite shall deliver detailed written objections to the Plans and Specifications within five (5) days of the receipt of the Plans and Specifications or SpectraSite shall prepare and deliver to Lessor for its Tritel approval two (2) sets by Tritel three copies of the plans and specifications (“Tenant’s Plans”) for interior improvements any modifications to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, Plans and all other work necessary Specifications. Any modifications to enable Tenant to operate the Premises Plans and Specifications for the Primary Use (“Tenant’s Work”), which each Tower Facility shall be subject delivered to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval Tritel within ten (10) days of their the delivery of the Plans and Specifications to SpectraSite. If no objection or modified Plans and Specifications are delivered to Tritel within the above-referenced time periods, the Plans and Specifications shall be deemed approved. Within five (5) business days after receipt of the modified Plans and Specifications, Tritel shall approve such modified Plans and Specifications or deliver to SpectraSite detailed written objections thereto. If Tritel fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by Lessee. Upon approval by SpectraSite within the five (5) day period, Tritel shall be deemed to have effectively approved the Plans and Specifications. (b) In the event that Tritel has not obtained Plans and Specifications for the Tower Facility, SpectraSite shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to Tritel within fifteen (15) days of the execution of the Assignment, or in the event there is no Assignment, within fifteen (15) days of the execution of the Prime Lease with the Prime Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permitsTritel's approval, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned. Within five (5) days of receipt of the Plans and Specifications, Tritel shall approve the Plans and Specifications or deliver to SpectraSite detailed objections thereto. If Tritel does not affirmatively approve or disapprove the Plans and Specifications within such five (5) day period, Tritel shall be deemed to have approved the Plans and Specifications. (c) Notwithstanding Paragraph 7.4(b)the foregoing, Lessee need in the event that any federal, state or local governmental body, requires SpectraSite or Tritel to modify the Plans and Specifications to obtain a Governmental Approval, Tritel or SpectraSite may modify the Plans and Specifications provided that the other party approves such modification, such approval not remove any of Tenant’s Workto be unreasonably withheld, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removeddelayed or conditioned.

Approval of Plans and Specifications. Lessee at its cost Before proceeding with any Alteration, Tenant shall prepare and deliver to Lessor submit for its approval two (2) sets a reasonable number of copies of the Plans and Specifications for such Alteration to Landlord. The term "Plans and Specifications" with respect to any Alteration shall mean architectural, mechanical and engineering plans and specifications prepared and sealed by an architect or professional engineer licensed to practice as such in the State of New York and reasonably satisfactory to Landlord (“"Tenant's Architect") (a) sufficient to secure all required governmental approvals and permits, (b) sufficient for a contractor to perform the work covered thereby and shown thereon and (c) sufficient to determine (i) if the materials to be used by Tenant are acceptable to Landlord, (ii) if the Alteration is likely to comply with all applicable laws and (iii) the effect of the Alteration on the structural components, service systems and facilities of the Building. Within ten (10) Business Days after its receipt of the Plans and Specifications for any Alteration proposed by Tenant, Landlord shall advise Tenant of its approval thereof or provide Tenant with its required revisions thereto. Any revisions to the Plans and Specifications for an Alteration proposed by Tenant shall be reviewed by Landlord within five (5) Business Days of its receipt thereof in each case. Except in the case of Tenant's Work, if Landlord fails to respond to Tenant regarding its Plans and Specifications or any revisions thereto within the indicated time periods, Tenant may send a reminder notice (a "Reminder Notice") to Landlord and if Landlord continues to fail to respond for more than three (3) Business Days after its receipt of the Reminder Notice, Tenant’s Plans”) for interior improvements proposed Plans and Specifications shall be deemed to have been approved by Landlord. Any revisions to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, Plans and all other work necessary Specifications which have been approved by Landlord (the "Final Plans") which are made prior to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which or after commencement of any Alteration shall be subject to Lessor’s approvalreview and approval or disapproval by Landlord in accordance with the requirements of the preceding paragraphs of this Section 8.2. The review and approval by Landlord, which shall not be unreasonably withheld its agents, consultants and/or contractors of any Alteration or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plansof Plans and Specifications are solely for the benefit of Landlord, and neither Landlord nor any of its agents, consultants or contractors shall only disapprove have any duty toward Tenant’s Plans if (1) , nor shall Landlord or any of its agents, consultants and/or contractors be deemed to have made any representation or warranty to Tenant, or have any liability, with respect to the design negatively impacts the Building systemssafety, (2) the design negatively impacts the Building structureadequacy, (3) the design is not in correctness, efficiency or compliance with current building codeslaws of the Plans and Specifications, the Alteration, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedother matter relating thereto.

Approval of Plans and Specifications. Lessee at its cost shall prepare A design development plan (the “DD Plan”) and deliver to Lessor for its approval two Basis of Design (2the “BOD”) sets of is attached hereto and made a part hereof as Schedule B-1. Landlord and Tenant hereby approve the plans DD Plan and specifications the BOD. Tenant shall, by not later than July 1, 2021 (the “Tenant Plans Date”), cause Tenant’s architect (“Tenant’s Architect”) to convert the DD Plan into a complete set of construction drawings (collectively the “Initial Plans”) which conform to all applicable laws, regulations, rules, ordinances and codes and in suitable form for interior improvements to filing an application for a building permit with the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, City of Cambridge. Landlord shall review and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld either approve or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Initial Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval in writing within ten (10) Business Days of its receipt of the Initial Plans. If Landlord disapproves of the Plans, it shall provide detailed and specific reasons for such disapproval. Tenant shall promptly cause L▇▇▇▇▇▇▇’s comments or objections to be addressed in and incorporated into the next submitted set of the Initial Plans due from Tenant under this Work Letter or, with respect to the Final Plans, Tenant shall have the Final Plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and resubmitted to Landlord within five (5) business days following receipt. This procedure shall continue until the Initial Plans are approved by both parties as the “Final Plans.” Landlord and Tenant shall use their good faith and reasonable efforts to agree upon the Final Plans as soon as reasonably practicable. The tenant improvement work described in the Final Plans is hereinafter referred to as the “Tenant Improvements”. If the Final Plans have not been approved by August 1, 2021, except only if due to a failure of Landlord to respond to Tenant’s submissions of the plans within the time periods set forth in this Exhibit B, then such failure shall constitute a Tenant Delay. Tenant shall respond to any written request from Landlord, L▇▇▇▇▇▇▇’s architect, L▇▇▇▇▇▇▇’s contractor and/or Landlord’s Construction Representative for approvals or information in connection with the Tenant Improvements within two (2) business days of their T▇▇▇▇▇’s receipt by Lesseeof such written request. Upon approval by LessorIn addition, Lessee shall file a full Tenant shall, within two (2) business days after receipt thereof from Landlord, execute and deliver to Landlord any affidavits and documentation required in order to obtain all permits and approvals necessary for Landlord to commence and complete application for the Tenant Improvements on a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedtimely basis.

Approval of Plans and Specifications. Lessee at its cost (a) In the event that Carrier has obtained Plans and Specifications for the construction the Tower Facilities, Carrier shall deliver to Tower Company the Plans and Specifications for the Tower Facilities within five (5) days of the complete execution of the Assignment. In the event that Tower Company does not approve the Plans and Specifications Tower Company shall deliver detailed written objections to the Plans and Specifications within five (5) business days of the receipt of the Plans and Specification. If Tower Company modifies the Plans and Specifications Tower Company shall prepare and deliver to Lessor Carrier for its approval two by Carrier three copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall be delivered to Carrier within ten (210) sets business days of the plans delivery of the Plans and specifications (“Tenant’s Plans”) for interior improvements Specifications to Tower Company. If no objection or modified Plans and Specifications are delivered to Carrier within the Premisesabove-referenced time periods, including without limitation interior walls, plumbing, lighting, fixtures, electrical, the Plans and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which Specifications shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioneddeemed approved. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or Within five (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 business days after receipt of the Tenant Plansmodified Plans and Specifications, Lessor Carrier shall return approve such modified Plans and Specification or deliver to Lessee one Tower Company detailed written objections thereto. If Carrier fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by Tower Company within the five (15) set of prints day period, Carrier shall be deemed to have effectively approved the modified Plans and Specifications. (b) In the event that Carrier has not obtained Plans and Specifications for the Tower Facility, Tower Company shall have Plans and Specifications for the construction of the Tenant Plans Tower Facility prepared, designed and delivered to Carrier within fifteen (15) business days of the execution of the Assignment, or in the event there is no Assignment, within fifteen (15) business days of the execution of the Ground Lease with the Ground Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s for Carrier's approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned. Within five (5) business days of receipt of the Plans and Specifications, Carrier shall approve the Plans and Specifications or deliver to Tower Company detailed objections thereto. If Carrier does not affirmatively approve or disapprove the Plans and Specifications within such five (5) day period, Carrier shall be deemed to have approved the Plans and Specifications. (c) The grounds for any disapproval by Carrier of Plans and Specifications or modifications thereof submitted by Tower Company shall be limited to failure of the Plans and Specifications to conform to applicable legal requirements or the to the Carrier Specifications. (d) Notwithstanding Paragraph 7.4(b)the foregoing, Lessee need in the event that any federal, state or local governmental body, requires Tower Company or Carrier to modify the Plans and Specifications to obtain a Governmental Approval, Carrier or Tower Company may modify the Plans and Specifications provided the other party approves such modification, such approval not remove any of Tenant’s Workto be unreasonably withheld, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removeddelayed or conditioned.

Approval of Plans and Specifications. Lessee at its cost Tenant shall prepare submit the Plans and deliver Specifications to Lessor Landlord for its approval two by Landlord within one hundred and twenty (2120) sets days after the execution date of this Sublease. Tenant shall take no action to effectuate the plans Plans and specifications (“Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”)Specifications unless Landlord has approved them, which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or (5) the cost of removal at the end of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt of the Tenant Plans, Lessor shall return to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayeddelayed (and in no event beyond thirty (30) days from the date provided to Landlord by Tenant). Notwithstanding Paragraph 7.4(bIf Landlord disapproves any of such Plans and Specifications, it shall promptly notify the Tenant thereof and shall indicate in detail to the Tenant the nature of such revisions as must be made for them to be approved. Tenant shall not be required to seek additional approval from Landlord for minor or non-material revisions to the Plan and Specifications, so long as Tenant complies with the terms and conditions of the Ground Lease. Upon approval of the Plans and Specifications by Landlord, both parties shall sign the Plans and Specifications and it shall be submitted to the Ground Lessor for approval. Upon approval of the Plans and Specifications by the Ground Lessor, the Plans and Specifications shall be submitted to any other applicable governmental agencies, including the Federal Aviation Administration ("FAA"), Lessee need for requisite review and approval. Tenant agrees to use its best efforts to obtain approval of the Plans and Specifications by Landlord, the Ground Lessor and any other applicable governmental agencies and shall make any necessary revisions to the Plans and Specifications in a timely manner. Landlord agrees to reasonably assist Tenant in obtaining approval of the Ground Lessor of Tenant's Plans and Specifications hereunder. If such Plans and Specifications are not remove reasonably approved by any of Tenant’s Workthe applicable parties, which Tenant shall have the right to terminate this Sublease upon thirty (30) days written notice and all obligations and liabilities shall terminate and Rent shall be prorated accordingly. Tenant agrees to send Landlord copies of all correspondence to Ground Lessor expressly agrees in writing in its sole and absolute discretion need not be removedrelating to this Sublease.

Approval of Plans and Specifications. Lessee Provided that Tenant does not elect to terminate this Lease pursuant to the express terms of this Lease, Tenant will, at its cost sole expense, cause its architect ("Tenant’s Architect") to complete all exterior elevations and a detailed site plan for the Tenant's Mixed Use Project Improvements and the Park Improvements (collectively, the "Plans"), however, Tenant shall prepare and deliver to Lessor for coordinate its approval two (2) sets further design of the plans Park Parcels and specifications the Park Improvements with Landlord’s Parks and Recreation Director. Tenant shall submit the same to Landlord for review and consideration and Landlord will have sixty (“Tenant’s Plans”60) for interior improvements days to approve or disapprove the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and the Landlord shall only be required to approve such Plans so long as they are substantially consistent with the Conceptual Site Plan and Renderings. In addition, if Tenant makes any changes to the Plans due to requests (or requirements) of any governmental agency, then Landlord shall be required to approve the Plans in spite of such changes. Failure by Landlord to approve or disapprove Tenant’s the Plans if within such sixty (160) day period will constitute an approval by Landlord. In the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance event Landlord disapproves of the BuildingPlans within such sixty (60) day period, or Landlord will advise Tenant of Landlord’s objections to the Plans (5and will specify, in writing, the reasons for ▇▇▇▇▇▇▇▇’s disapproval) and Tenant will incorporate Landlord’s objections and comments into the Plans within thirty (30) days of receipt thereof and resubmit the same to Landlord. Any comments which Landlord requests to be incorporated into the Plans shall be reasonable. Notwithstanding the foregoing, the changes requested by Landlord shall not: (a) "materially increase" the cost of removal at the end construction of any portion of the Lease will be excessiveEntire Development Improvements, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt and (b) shall not delay completion of the Tenant's Mixed Use Project and the Park Improvements by more than ninety (90) days beyond date referenced in Section 5.3 (b) for completion. In the event Tenant desires or is required by the County or other Governmental Authority to materially modify the Plans, Lessor Tenant shall return submit such modifications to Lessee one (1) Landlord for review and consideration following the same procedure as set of prints forth above for the initial approval of the Tenant Plans with Lessor’s modifications or its approvalPlans. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approvalAs used herein, the Tenant Plans term "materially increase" shall be immediately revised mean by Lessee and submitted to Lessor more than $100,000 in the aggregate for its approval within ten (10) days of their receipt by Lessee. Upon approval by Lessor, Lessee shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance of the building permits, Lessee shall commence construction of Tenant’s Work and diligently prosecute Tenant’s Work to completion. Lessor reserves the right to approve Lessee’s contractor and major subcontractors, but such approval shall not be unreasonably withheld or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedall changes.

Approval of Plans and Specifications. Lessee at its cost (a) In the event that Carrier has obtained plans for the construction of the Tower Facilities ("Plans") and specifications for the construction of (the "Specifications") the Tower Facilities, Carrier shall prepare and deliver to Lessor for its approval two (2) sets of Tower Company the plans Plans and specifications (“Tenant’s Plans”) for interior improvements to the Premises, including without limitation interior walls, plumbing, lighting, fixtures, electrical, and all other work necessary to enable Tenant to operate the Premises Specifications for the Primary Use (“Tenant’s Work”), which shall be subject to Lessor’s approval, which shall not be unreasonably withheld or conditioned. Lessor shall not be able to arbitrarily disapprove Tenant’s Plans, and shall only disapprove Tenant’s Plans if (1) the design negatively impacts the Building systems, (2) the design negatively impacts the Building structure, (3) the design is not in compliance with current building codes, or (4) the design negatively impacts the exterior appearance of the Building, or Tower Facilities within five (5) the cost of removal at the end days of the Lease will be excessive, unless Lessee posts sufficient security for such removal cost. Within 10 days after receipt complete execution of the Tenant PlansAssignment. In the event that Tower Company does not approve the Plans and Specifications or modifies the Plans and Specifications, Lessor Tower Company shall return deliver detailed written objections to Lessee one (1) set of prints of the Tenant Plans with Lessor’s modifications or its approval. If the Tenant Plans are returned to Lessee with modifications, but not bearing Lessor’s approval, the Tenant Plans shall be immediately revised by Lessee and submitted to Lessor for its approval Specifications within ten (10) days of their the receipt by Lessee. Upon of the Plans and Specifications or Tower Company shall prepare and deliver to Carrier for approval by Lessor, Lessee Carrier three (3) copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall file a full and complete application for a building permit along with required fees and costs and obtain the necessary building permits. Following issuance be delivered to Carrier within thirty (30) days of the delivery of the Plans and Specifications to Tower Company. If no objection or modified Plans and Specifications are delivered to Carrier within the above-referenced time periods, the Plans and Specifications shall be deemed approved. Within ten (10) days after receipt of the modified Plans and Specifications, Carrier shall approve such modified Plans and Specification or deliver to Tower Company detailed written objections thereto. If Carrier fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by Tower Company within the ten (10) day period, Carrier shall be deemed to have effectively approved the Plans and Specifications. (b) In the event that Carrier has not obtained Plans and Specifications for the Tower Facility, Tower Company shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to Carrier fourteen (14) business days prior to the date that the Tower Company and Carrier have agreed that the building permitspermits and Pre-Development Information must be delivered to the Carrier in Attachment VI. Within five (5) business days of receipt of the Plans and Specifications, Lessee Carrier shall commence construction of Tenant’s Work approve the Plans and diligently prosecute Tenant’s Work Specifications or deliver to completionTower Company detailed objections thereto. Lessor reserves If Carrier does not affirmatively approve or disapprove the right Plans and Specifications within such five (5) business day period, Carrier shall be deemed to approve Lessee’s contractor have approved the Plans and major subcontractorsSpecifications. (c) Notwithstanding the foregoing, but in the event that any federal, state or local governmental body, requires Tower Company or Carrier to modify the Plans and Specifications to obtain a Governmental Approval, Carrier or Tower Company may modify the Plans and Specifications provided that the other party approves such modification, such approval shall not to be unreasonably withheld withheld, delayed or delayed. Notwithstanding Paragraph 7.4(b), Lessee need not remove any of Tenant’s Work, which Lessor expressly agrees in writing in its sole and absolute discretion need not be removedconditioned.