Exhibit 10.47


SECOND
AMENDMENT TO LEASE


THIS SECOND AMENDMENT TO
LEASE (this “Amendment”) is dated
as of December 19, 2006, and is made by and between FORWARD ONE, LLC, a California limited liability company (“Landlord”), and MD  BEAUTY, INC.,
a Delaware corporation (“Tenant”).


Recitals


A.       ECI Stevenson LLC, Landlord’s predecessor-in-interest, and
Tenant entered into that certain Office Lease dated February 23, 2005 (the “Original Lease”), which was amended by
that First Amendment to Lease dated March 9, 2006 (the “First Amendment”). As used herein, the
term “Lease” means the Original
Lease, as amended by the First Amendment.


B.        Under the terms of the Lease, Tenant leases from Landlord
those certain Premises containing a total of approximately 49,813 rentable
square feet (the “Existing Premises”)
located on the sixteenth (16th), eighteenth (18th), twenty-second (22nd) and
twenty-third (23rd) floors of the 23-story office building located at 71
Stevenson Street, San Francisco, California (the “Building”).


C.        Landlord and Tenant desire to amend the Lease to expand the
Premises by approximately 14,405 rentable square feet (the “Expansion Premises”) consisting of the
entire seventeenth (17th) floor of the Building, and to make certain other
changes to the Lease, all as more specifically set forth below.


NOW,
THEREFORE, in consideration of the foregoing Recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that the Lease is amended as follows:


1.         Definitions. Except as otherwise expressly provided
herein, all capitalized terms used in this Amendment shall have the same
meaning given such terms in the Lease.


2.         Term Commencement and Rent Commencement. As used in
this Amendment: (i) the term “Expansion
Premises Commencement Date” means
the date on which Landlord delivers the Expansion Premises to Tenant in their
as-is condition, without Landlord’s Work pursuant to Exhibit B having been commenced or
completed, it being the parties’ understanding and agreement that Landlord’s
Work will be performed concurrently with Tenant’s Work pursuant to Exhibit B; and (ii) the term “Expansion Premises Rent Commencement Date”
means the date that is ninety (90) days after the Expansion Premises
Commencement Date. Promptly following the determination of the Expansion
Premises Commencement Date and the Expansion Premises Rent Commencement Date,
the parties shall sign a letter agreement documenting such dates.


3.         Leasing of Expansion Premises. Commencing on the
Expansion Premises Commencement Date, and continuing through the Lease
Expiration Date, Landlord leases to Tenant, and Tenant leases from Landlord,
the Expansion Premises under the terms and



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conditions of the Lease,
as amended by this Amendment, and the Expansion Premises together with the
Existing Premises shall be the “Premises” for all purposes under the Lease, as
amended by this Amendment. The approximate configuration and location of the
Expansion Premises is shown on Exhibit A
attached hereto. Landlord and Tenant agree that the rentable area of the
Expansion Premises for all purposes under the Lease and this Amendment shall be
14,405 rentable square feet.


4.         Delivery of Possession of Expansion
Premises.


(a)       Target Delivery Date. As of the
date of this Amendment, the Expansion Premises are leased and occupied by the
General Services Administration pursuant to a lease that is scheduled to expire
on April 19, 2007. Landlord shall attempt, but is not obligated, to deliver the
Expansion Premises to Tenant on April 20, 2007. If Landlord is not able to
deliver possession of the Expansion Premises by July 20, 2007, then: (i)
Landlord shall so notify Tenant of such fact (the “Delay Notice”) on or before
July 20, 2007; and (ii) Landlord shall have no liability on account thereof,
but Tenant shall have the right to terminate its obligation to lease the
Expansion Premises pursuant to this Amendment, by written notice given to
Landlord not later than ten (10) days after Tenant’s receipt of the Delay
Notice. If Tenant does not provide such termination notice by such date, then
Tenant’s right to lease the Expansion Premises shall be governed by Paragraph
4(b) below. If Tenant timely exercises its termination right with respect
to the Expansion Premises, then Tenant shall have no further right to lease the
Expansion Premises and Landlord shall reimburse Tenant its out-of-pocket costs
paid to third parties in connection with the design and construction of the
tenant improvements proposed to have been constructed in the Expansion Premises
(“Tenant’s Costs”), up to a maximum amount of and not exceeding $50,000.00.
Landlord shall be obligated to reimburse Tenant’s Costs only as set forth in
the preceding sentence. Landlord shall not be obligated to reimburse Tenant’s
Costs following any termination pursuant to Paragraph 4(b) below.
Landlord shall pay such amount to Tenant within twenty (20) days after Landlord’s
receipt of proof of payment of such costs and back-up invoices and/or other
documentation detailing the nature of such costs and itemizing the goods and
services provided.


(b)       Continuation of Expansion Obligation.
If Tenant does not exercise its termination right with respect to the Expansion
Premises pursuant to Paragraph 4(a) above, then Tenant shall continue to
be obligated to lease the Expansion Premises pursuant to this Amendment, but,
commencing on July 21, 2007, Tenant shall have the right to terminate such
obligation upon ninety (90) days’ prior written notice to Landlord (the “Termination
Notice”). The Termination Notice may be given at any time on or after July 21,
2007. Notwithstanding Tenant’s delivery of a Termination Notice, if Landlord is
able to deliver possession of the Expansion Premises prior to the expiration of
the 90-day period following the Termination Notice, then such Termination
Notice shall be of no force or effect and Tenant shall accept delivery of
possession of the Expansion Premises. If Tenant does not timely deliver a
Termination Notice, then Tenant’s obligation to lease the Expansion Premises
pursuant to this Amendment shall continue until such time as Landlord is able
to deliver the Expansion Premises to Tenant, but in all events shall terminate
on the Lease Expiration Date. Landlord shall have no liability if Landlord is
unable to deliver possession of the Expansion Premises.



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5.         Base Rent for Expansion Premises. Commencing on the
Expansion Premises Rent Commencement Date (notwithstanding any later date of
completion of the tenant improvements to be constructed in the Expansion
Premises) and continuing through the Lease Expiration Date, in addition to the
Base Rent payable by Tenant for the Existing Premises pursuant to the Lease,
Tenant shall pay Base Rent for the Expansion Premises, in accordance with the
terms and conditions of the Lease, in the following amounts for the following
periods:


	
  Months

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Monthly

  Installment of

  Base Rent

  	
   

  	
  Annual Rental Rate

  Per Rentable

  Square Foot

  	
   

  
	
  July 1, 2007 —
  June 30, 2008:

  	
   

  	
  $

  	
  511,377.50

  	
   

  	
  $

  	
  42,614.79

  	
   

  	
  $

  	
  35.50

  	
   

  
	
  July 1, 2008 —
  June 30, 2009:

  	
   

  	
  $

  	
  525,782.50

  	
   

  	
  $

  	
  43,815.21

  	
   

  	
  $

  	
  36.50

  	
   

  
	
  July 1, 2009 —
  June 30, 2010:

  	
   

  	
  $

  	
  540,187.50

  	
   

  	
  $

  	
  45,015.63

  	
   

  	
  $

  	
  37.50

  	
   

  
	
  July 1, 2010 —
  June 30, 2011:

  	
   

  	
  $

  	
  554,592.50

  	
   

  	
  $

  	
  46,216.04

  	
   

  	
  $

  	
  38.50

  	
   

  
	
  July 1, 2011 —
  June 30, 2012:

  	
   

  	
  $

  	
  568,997.50

  	
   

  	
  $

  	
  47,416.46

  	
   

  	
  $

  	
  39.50

  	
   

  
	
  July 1, 2012 —
  June 30, 2013:

  	
   

  	
  $

  	
  583,402.50

  	
   

  	
  $

  	
  48,616.88

  	
   

  	
  $

  	
  40.50

  	
   

  
	
  July 1, 2013 —
  June 30, 2014:

  	
   

  	
  $

  	
  597,807.50

  	
   

  	
  $

  	
  49,817.29

  	
   

  	
  $

  	
  41.50

  	
   

  
	
  July 1, 2014 — July 31,
  2015:

  	
   

  	
  $

  	
  612,212.50

  	
   

  	
  $

  	
  51,017.71

  	
   

  	
  $

  	
  42.50

  	
   

  



 


Base Rent shall be payable in the amounts set forth for each time
period specified above, regardless of the actual Expansion Premises Rent
Commencement Date. For example, if the Expansion Premises Rent Commencement
Date were August 15, 2008, then: (i) Base Rent would be payable at the annual
rate of $36.50 per square foot; (ii) the monthly installment of Base Rent for
August 2008 would be prorated based on the partial month; (iii) the next full
monthly installment of Base Rent would be payable on September 1, 2008; and
(iv) effective as of July 1, 2009, Base Rent would be payable at the annual
rate of $37.50 per square foot.


6.         Construction of Tenant Improvements. Tenant shall
construct the Tenant Improvements in the Expansion Premises in accordance with
the Tenant Work Letter attached hereto as Exhibit
B and the applicable provisions of the Lease.


7.         Tenant’s Share. From and after
the Expansion Premises Commencement Date, Tenant’s Share is changed to 19.87%.


8.         Parking. The parties acknowledge and agree that
Tenant shall not be entitled to any additional parking spaces on account of its
leasing the Expansion Premises pursuant to this Amendment.


9.         Brokers. Tenant warrants and represents to Landlord
that in negotiating the transaction contemplated by this Amendment, neither
Tenant nor anyone on Tenant’s behalf has dealt with any broker or finder who
might be entitled to a fee or commission for this Amendment, other than John
Cecconi of The CAC Group (who represented Tenant) and Anton Qiu of TRI
Commercial (who represented Landlord). Tenant shall indemnify, defend, protect
and hold Landlord harmless from and against any and all claims, demands,
liabilities, costs and expenses, including attorneys’ fees, incurred by
Landlord arising out of or related to any claim



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for commissions or other
compensation made by any other broker or finder based upon any dealings with or
statements made by Tenant or Tenant’s Representatives.


10.       Miscellaneous; Full Force and Effect;
No Other Amendment. The submission of this Amendment for examination does
not constitute an option for Tenant to lease or use the Expansion Premises.
This Amendment shall become effective as a binding agreement only upon
execution and delivery of a fully executed copy by Landlord to Tenant. Except
as amended by this Amendment, the Lease has not been amended or modified and
all of the terms and provisions of the Lease, as modified by this Amendment,
remain unmodified and in full force and effect. Landlord and Tenant hereby
ratify the Lease, as amended herein. This Amendment contains the entire
agreement between Landlord and Tenant regarding the subject matters contained
herein and, except for the Lease, supersedes all prior or contemporaneous
agreements, understandings, proposals and other representations by or between Landlord
and Tenant, whether written or oral, all of which are merged herein. This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Amendment may be executed and
delivered in multiple counterparts, each of which shall have the force and
effect of an original.


IN
WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the day and year first above written.


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  FORWARD ONE,
  LLC,

  a California limited liability company

  	
   

  	
  MD BEAUTY, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  FORWARD TIME
  CORPORATION,

  	
   

  	
  By:

  	
  /s/ Myles McCormick

  	
   

  
	
   

  	
  a California
  corporation, its Manager

  	
   

  	
  Name:

  	
  Myles McCormick

  
	
   

  	
   

  	
  Title:

  	
  CFO/COO

  
	
   

  	
  By:

  	
  /s/ Paul Zen

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Paul Zen,

  	
   

  	
  By:

  	
  /s/ Charles Bracher

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  	
  Name:

  	
  Charles Bracher

  
	
   

  	
   

  	
  Title:

  	
  VP, Finance

  




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EXHIBIT
A:

FLOOR PLAN OF EXPANSION PREMISES





 



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EXHIBIT B:

TENANT WORK LETTER


THIS TENANT WORK LETTER (“Agreement”)
is made and entered into by and between Landlord and Tenant as of the date of
the Second Amendment to Lease (the “Amendment”). This Agreement shall be deemed
a part of the Amendment. Capitalized terms which are used herein and defined in
the Amendment or the Lease shall have the meaning given in the Amendment or the
Lease, as appropriate.


1.         General.


1.1.      The Parties’ Respective Obligations.


1.1.1.               Landlord’s Work. At
Landlord’s sole cost and expense, Landlord’s contractor shall perform: (i) all
work to the restrooms in the Expansion Premises required to bring them into
compliance with the disabled access requirements of the San Francisco Building
Code (the “ADA Requirements”); and (ii) any fire or life safety code compliance
work that, as a result of the performance of Tenant’s Work (as defined below),
may be required in those portions of the Common Areas of the Building that are
in the path of travel to the Expansion Premises (but excluding the elevator
lobby area of the Expansion Premises). The work described in clauses (i) and
(ii) of the preceding sentence is hereinafter referred to as “Landlord’s Work.”
Tenant acknowledges that the term “Common Areas” does not include any portion
of the 17th floor of the Building (other than stairwells), and specifically
excludes those portions of the 17th floor that were previously considered
Common Areas when the 17th floor was configured for occupancy by multiple
tenants (such as hallways and elevator lobby areas). Landlord shall perform
Landlord’s Work in compliance with all applicable laws, but in all other
respects Landlord’s Work shall be performed in a manner, with materials and
pursuant to plans and specifications determined by Landlord in Landlord’s sole
discretion. Tenant acknowledges that Landlord’s Work relating to the restrooms
in the Expansion Premises is limited to only that work required to be performed
in order to bring the restrooms into compliance with the ADA Requirements.
Tenant shall be responsible for all other improvements, upgrades and other work
in the restrooms required under applicable laws or desired by Tenant. Other
than Landlord’s obligation to perform Landlord’s Work, Tenant shall lease the
Expansion Premises in their “as is” condition, and Landlord shall have no
obligation to make any improvements or to perform any work in the Expansion
Premises or elsewhere in the Building. Landlord shall deliver the Expansion
Premises to Tenant in their as-is condition, without Landlord’s Work having
been commenced or completed, it being the parties’ understanding and agreement
that Landlord’s Work will be performed concurrently with Tenant’s Work (as
defined below).


1.1.2                Tenant’s Work. Except to
the extent expressly included in the scope of Landlord’s Work pursuant to Section
1.1.1, Tenant shall be responsible for performing all work in and to the
Expansion Premises and the other portions of the Building that is required: (i)
to prepare the Expansion Premises for Tenant’s occupancy pursuant to the Lease
and as otherwise may be required to comply with all applicable laws, codes,
rules and regulations; or (ii) as a result of, or is triggered by, the permits
obtained for Tenant’s Work and/or the performance of Tenant’s Work.













Without limiting the
generality of the foregoing, Tenant’s Work shall include all work required to
be performed in order to bring the Expansion Premises and other portions of the
Building (including, without limitation, so-called “core walls” and any
portions of the Building that are Common Areas) into compliance with all
applicable laws, codes, rules and regulations (including, without limitation,
fire and life safety requirements). The work that is required to be performed
by Tenant pursuant to the Amendment and this Agreement is hereinafter referred
to as “Tenant’s Work”. Tenant’s Work shall be performed at Tenant’s sole cost
and expense, subject to the Construction Allowance described below.


1.2.      Construction Allowance. In the
manner provided in this Section 1.2. Landlord shall pay to Tenant a “Construction
Allowance” of up to $576,200.00, but not exceeding the actual cost of Tenant’s
Work. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a
written notice indicating that Tenant has completed Tenant’s Work, which notice
shall be accompanied by all of the following (collectively, “Tenant’s
Completion Notice”): (i) copies of paid invoices and lien waivers from Tenant’s
general contractor and all primary subcontractors, showing that full payment
has been received for the construction of Tenant’s Work; (ii) certification
from Tenant’s architect that all of Tenant’s Work has been completed in
accordance with the plans and specifications approved by Landlord and all local
governmental and quasi-governmental authorities with jurisdiction; (iii) a copy
of the building permit or job card for Tenant’s Work, showing that Tenant’s
Work has been finally approved by the appropriate building inspector; and (iv)
any other evidence reasonably required by Landlord indicating that all legal
requirements for Tenant’s occupancy of the Expansion Premises have been
satisfied and that the cost of all labor and materials has been paid in full.
Landlord shall pay the Construction Allowance to Tenant within thirty (30) days
after the date of Landlord’s receipt of Tenant’s Completion Notice (including
all of the materials and documentation specified above). In no event shall the
Construction Allowance be applicable to any of Tenant’s trade fixtures, office
equipment or other equipment, inventory, promotional materials or related
expenses.


2.         Approval of Plans for Tenant’s Work.


2.1.      Notification of Architect. Tenant
shall notify Landlord in writing of the name and address of the licensed
architect which Tenant desires to engage for the preparation of plans for
Tenant’s Work. Tenant’s architect shall be subject to Landlord’s prior written
approval. Tenant shall retain such architect’s administrative services
throughout the performance of Tenant’s Work. Designers who are not licensed architects
will not be acceptable.


2.2.      Submittal of Plans.


2.2.1.               Tenant’s Preliminary Plans.
Tenant shall deliver to Landlord, for Landlord’s review and approval, “Tenant’s
Preliminary Plans,” which shall include the following: (i) interior elevations;
(ii) a  floor plan; (iii)
architectural finish schedule; (iv) reflected ceiling plans; (v) electrical,
mechanical and plumbing plans; and (vi) outline specifications. Within ten (10)
business days after Landlord’s receipt of Tenant’s Preliminary Plans, Landlord
shall either approve or disapprove Tenant’s Preliminary Plans. If Landlord
disapproves Tenant’s Preliminary Plans, then Landlord shall state in reasonable
detail the changes which Landlord requires to be made thereto.



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2.2.2.               Tenant’s Final Plans.
Promptly after Landlord’s approval of Tenant’s Preliminary Plans, Tenant shall
deliver to Landlord, for Landlord’s review and approval, complete plans,
specifications and working drawings which incorporate and are consistent with
Tenant’s Preliminary Plans, as previously approved by Landlord, and which show
in detail the intended design, construction and finishing of all portions of
Tenant’s Work, in sufficient detail for construction (“Tenant’s Final Plans”).
Within five (5) business days after Landlord’s receipt of Tenant’s Final Plans,
Landlord shall either approve or disapprove Tenant’s Final Plans. If Landlord
disapproves Tenant’s Final Plans, then Landlord shall state in reasonable
detail the changes which Landlord requires to be made thereto.


2.3.      Landlord’s Approval. Landlord’s
approval of any of Tenant’s plans, signs or materials samples shall not be
valid unless such approval is in writing and signed by Landlord. Landlord’s
approval of any of Tenant’s plans, including any preliminary draft or version
thereof, shall not be deemed to be a representation as to their completeness,
adequacy for Tenant’s intended use of the Expansion Premises or compliance with
applicable law. Tenant shall pay to Landlord all reasonable costs incurred by
Landlord in its review of Tenant’s Preliminary Plans and Tenant’s Final Plans.


3.         Standard of Construction. Tenant’s Work shall comply
with all applicable laws, codes, rules and regulations of all governmental and
quasi-governmental authorities with jurisdiction. Only new and first-class
materials shall be used in the construction of Tenant’s Work. Tenant shall not
change any portion of Tenant’s Work from the description thereof contained in
Tenant’s Final Plans, as approved by Landlord, unless Tenant first obtains
Landlord’s written approval.


4.         Prior to Commencement of Tenant’s Work.


4.1.      Approval of Contractors. Tenant’s
general contractor and primary subcontractors shall be subject to Landlord’s
prior written approval, and Tenant shall submit to Landlord, at least twenty
(20) days prior to the commencement of construction, by notice given in the
manner specified in the Lease, the following information: (i) the name and
address of the general contractor and the primary subcontractors which Tenant
proposes to engage for the performance of Tenant’s Work; (ii) a fully completed
Contractor’s Qualification Statement (AIA Document A305) for Tenant’s proposed
general contractor and each of Tenant’s proposed primary subcontractors; (iii)
the construction cost breakdown and total cost for all portions of Tenant’s
Work; (iv) the actual commencement date of construction and the estimated date
of completion of Tenant’s Work, including fixturization; (v) evidence of
insurance as required by Article 6 below; and (vi) Tenant’s contractor’s
performance and/or labor and materials bonds, if required by Landlord. All
contractors engaged by Tenant shall be bondable, licensed contractors,
possessing good labor relations, capable of performing quality workmanship and
working in harmony with Landlord’s construction manager and any other
contractors in the Building.


4.2.      Notice of Nonresponsibility. Prior
to the commencement of construction, Landlord shall have the right to post in a
conspicuous location on the Expansion Premises and/or Building, as well as to
record in the County Recorder’s office, a Notice of Nonresponsibility.



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5.         Commencement and Performance of Tenant’s Work.


5.1.      Commencement. Tenant shall
diligently proceed with Tenant’s Work and shall complete Tenant’s Work as soon
as possible.


5.2.      Coordination of Tenant’s Work.
Tenant’s contractors shall perform Tenant’s Work in a manner and at times that
do not interfere with the ongoing business operations in the Building. Tenant
and its contractors shall not do anything that would jeopardize the labor
relations of others in the Building. Any delays in the completion of Tenant’s
Work, and any damage to any work caused by Tenant’s contractors, shall be at
Tenant’s cost and expense.


5.3.      Staging Areas. Storage of Tenant’s
contractors’ construction materials, tools and equipment shall be confined
within the Expansion Premises and in any other areas designated for such
purposes by Landlord. If such materials, tools and equipment are assigned space
or spaces outside the Expansion Premises, they shall be moved to such other
space as Landlord may direct from time to time in order to avoid interference
or delays with other work or the ongoing business operations in the Building.
In no event shall any materials or debris be stored in the common areas. Tenant’s
contractors shall not run pipes or conduits over or through any other tenant’s
space, or the common areas, except as directed by Landlord.


5.4.      Supervision of Contractors. Tenant’s
Work shall be performed in accordance with such reasonable rules and regulations
as Landlord shall promulgate from time to time. Tenant acknowledges that other
construction work may be in progress at the Building and that conflicts between
Tenant’s Work and such other work shall be subject to final resolution by
Landlord’s representatives. Tenant shall be fully responsible for, and shall
indemnify, defend and protect Landlord with respect to, the operations and
activities of Tenant’s general contractor and all subcontractors employed by
such general contractor, and all other individuals or contractors employed by
Tenant in the completion of Tenant’s Work. All such contractors and/or
individuals shall repair any damage which they may cause to any work in the
Expansion Premises or the Building.


5.5.      Changes to Tenant’s Work. Tenant
shall obtain Landlord’s written approval prior to performing any work that
deviates from Tenant’s Final Plans, as previously approved by Landlord, or
making any modifications whatsoever to Landlord’s building shell and/or
utilities or other work not explicitly shown on Tenant’s Final Plans, as
previously approved by Landlord.


6.         Insurance Required of Tenant and Tenant’s Contractors.


6.1.      Workers’ Compensation and Liability
Insurance. Tenant’s general contractor and all subcontractors shall carry,
at a minimum, the following coverages, with the following limits of liability:


(a)       Workers’
Compensation. Workers’ Compensation, as required by state law, plus
Employer’s Liability Insurance, with a limit of not less than five hundred



 4
 









thousand dollars ($500,000.00), and any other
insurance required by any employee benefit statute or other similar statute.


(b)       Liability.
Commercial General Liability Insurance (including Contractor’s Protective
Liability) with a minimum combined single limit of liability of not less than
two million dollars ($2,000,000.00). Such insurance shall provide for
explosion, collapse and underground coverage. All such insurance shall provide
coverage against any and all claims for bodily injury, including death
resulting there from, and damage to or destruction of property of any kind
whatsoever and to whomsoever belonging and arising from such contractor’s
operations, whether such operations are performed by Tenant’s general
contractor, subcontractors or any of their subcontractors, or by anyone
directly or indirectly employed by any of them.


6.2.      Tenant’s Liability Insurance. At
all times during the performance of Tenant’s Work, Tenant shall obtain and
maintain the liability insurance required to be maintained pursuant to the
Lease. If required in order to provide such coverage, such policy shall be
endorsed to insure against any loss or damage arising out of the performance of
Tenant’s Work.


6.3.      Tenant’s Builder’s Risk Insurance.
Tenant shall obtain an “All Physical Loss” Builder’s Risk Insurance policy
covering Tenant’s Work. The policy shall name Landlord and Tenant as named
insureds. The amount of insurance to be provided shall be one hundred percent
(100%) of the replacement cost of Tenant’s Work.


6.4.      Additional Insureds. Except as
otherwise required by the express terms of this Agreement, all such insurance
policies required under this Agreement shall include Landlord and Landlord’s
agents as additional insureds, except Workers’ Compensation Insurance, which
shall contain an endorsement waiving all rights of subrogation against Landlord
and its agents. All of Tenant’s insurance in which Landlord is required to be
an additional insured shall provide that such insurance coverage shall not be
reduced or cancelled except upon thirty (30) days’ prior written notice to
Landlord. Tenant shall provide Landlord with certificates of insurance prior to
the commencement of Tenant’s Work. Such certificates shall indicate that such
insurance complies with the requirements of this Article 6, including the
requirement that such insurance coverage shall not be reduced or cancelled
except upon thirty (30) days’ prior written notice to Landlord.


6.5.      Liens. Upon completion of Tenant’s
Work, Tenant shall deliver to Landlord unconditional lien waivers from Tenant’s
general contractor and all subcontractors and suppliers and certification in
form acceptable to Landlord that all bills of every description resulting from
Tenant’s Work have been paid. Tenant shall keep the Expansion Premises free and
clear of all claims and liens and shall indemnify, defend and protect Landlord
against, and hold Landlord harmless from, any and all such claims and liens
including, but not be limited to, attorneys’ fees and costs.


7.         As-Built Plans. Upon completion of Tenant’s Work, Tenant
shall submit to Landlord two (2) complete sets of as-built plans (one [1] of
which shall be reproducible) and specifications describing all portions of
Tenant’s Work.



 5