Common use of Change Requests Clause in Contracts

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 119. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work associated with any Change Order to Landlord in the following described mannercash concurrently with Tenant’s execution and delivery of any Change Order to Landlord. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be “Excess Tenant Improvement Costs”, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in this Section 10 above9. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any actual out-of-pocket architectural or design fees, Landlord's ’s construction fee for overhead and profit, the actual out-of-pocket cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes During the Pre-Closing Period, if Purchaser or revisions Seller identifies a potential change to the Approved Final Drawings shall be made by either Landlord JV IT System or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) to any requirement or obligation of the IT Carve Out Agreement that would be necessary information and/or plans to ensure the continued operation of the Business from the JV Closing, then Purchaser and specifications for Seller shall, within ten (10) Business Days after such identification by Purchaser or Seller (or any changes or revisions to longer period of time approved by the Approved Final Drawings and/or for any work other than identifying Party), commence discussions of the Work described matter in good faith, taking into account the Approved Final Drawings ("Change Requests") and the approval by Landlord costs of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultantschange, and the General Contractor's price time and human resources required for effecting the changeits implementation. If Tenant fails Purchaser and Seller reach an agreement with respect to execute or deliver such change, which agreement shall include an agreement on the allocation of the related costs and an adjustment of the affected timelines, including the Completion Milestone Target Date (as such term is defined in the IT Carve Out Agreement), (if any) (each, a “Change Request”), Purchaser and Seller shall jointly update and amend the IT Carve Out Agreement and the applicable project plan schedule thereto, including the Completion Milestone Date, to reflect the Change Request, whereupon such Change OrderRequest and associated updates and amendments to the IT Carve Out Agreement shall be binding on the Parties thereto. With respect to allocation of costs associated with an applicable Change Request, unless otherwise agreed by Purchaser and Seller, (a) for business and/or technical changes initiated by Purchaser, Purchaser shall be financially responsible for such costs, (b) for business and/or technical changes initiated by Seller, Seller shall be financially responsible for such costs and (c) for business and/or technical changes initiated by both Purchaser and Seller or to pay caused by a third Person affected by this Agreement (including the costs related theretoSeller Group’s respective suppliers (for clarity, then Landlord other than EPCOS Germany’s third party contractors supporting the implementation of the JV IT System) and customers and excluding Seller’s and Purchaser’s respective Affiliates, Representatives and third party contractors), Purchaser and Seller shall not be obligated to do mutually determine the allocation of such costs. In addition, any such resulting agreement by Purchaser and Seller shall also include a description of any additional work related to or changed Agreed Deviations (as such approved term is defined in the IT Carve Out Agreement) resulting from the Change Request(s) and/or Change OrdersRequest. If agreed, and Landlord may proceed to perform only the Workapplicable Seller Group member or Purchaser Group member, as specified in the Approved Final Drawings. Landlord case may be, shall equitably adjust implement such Change Request prior to the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkJV Closing.

Change Requests. No changes or revisions to the Approved Final Drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings Plans and --------------- Specifications shall be made by either Landlord and/or Contractor or Tenant unless approved in writing by both parties. The parties agree to make all nonmaterial changes required by any public agency to conform with governmental regulations. Tenant shall have the right (subject to Landlord's approval, which shall not be unreasonably withheld or delayed) to request changes in Landlord's Work beyond the scope of work generally described in the attached Exhibit "1" ("Change Orders"). All such Change Order requests shall comply with applicable laws. Upon Tenantreceipt of a Change Order, Landlord and/or Contractor and Tenant shall meet to agree upon the cost of any additions to Landlord's request Work ("Additive Change Orders") or deductions from Landlord's Work ("Deductive Change Orders") and submission the adjustment if any in the delivery time tables set forth in this Work Letter or the Lease ("Time Changes"). Landlord and Contractor agree to use their best efforts to obtain the lowest possible price on any Additive Change Order and to obtain the greatest value on any Deductive Change Orders. If Landlord/Contractor and Tenant are unable to agree on the amount of any Time Changes, such dispute shall be settled by an architect in the manner prescribed by Section 28 of the Lease. The difference between the sum of all Additive Change Orders and all Deductive Change Orders shall be refereed to the "Net Change Order." For all Change Orders approved by Tenant before December 1, 1997, Landlord grants Tenant the right to make up to Seven Hundred Thousand Dollars ($700,000) (the "Change Order Fund") of Net Change Orders and to incorporate (at Tenant's sole cost and expenseoption) of the necessary information and/or plans and specifications for any changes all or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord a portion of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") Order Fund into an increase in the standard form then Base Rent in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and accordance with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the changethis Section. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Net Change Order exceeds Seven Hundred Thousand Dollars ($700,000), Tenant Improvement Costs for any deletions shall pay the excess to Landlord in cash. If the Net Change Order incurred and spent by Tenant by December 1, 1997 is less than or equal to Seven Hundred Thousand Dollars ($700,000), then Tenant shall have the right to incorporate all or a portion of such amount by increasing the initial Annual Base Rent over the initial ten (10) years of the Term in an amount equal to ten percent (10%) of such Net Change Order or paying all or a portion of such amount in cash. Any amounts payable by Tenant to Landlord shall be due thirty days after the Rent Commencement Date. If the Net Change Order is less than zero, Landlord shall pay such amount to Tenant in cash. Tenant shall elect in writing what portion of the Net Change Order Tenant elects to convert into an increase in Base Rent by December 1, 1997. From and after December 31, 1997, the Net Change Orders approved by Tenant not incorporated as a change in the scope of Base Rent will be either be paid in cash by Tenant to Landlord or paid in cash by Landlord to Tenant (as the Workcase may be) within thirty (30) days after the Rent Commencement Date.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner, if and to the extent that such cost is Excess Tenant Improvement Costs. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profitprofit in the amount of two and one-half percent (2.5%) of the costs of the Change Requests and Change Orders, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related theretothereto to the extent such costs are Excess Tenant Improvement Costs, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. A. No changes or revisions to the Approved Final Drawings Plan requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)without Landlord’s prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, that no change request shall affect the structure of the Building. Any changes to the Approved Plan shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Landlord’s contractor, workmen, subcontractors, material suppliers, or others performing the construction of the Tenant Improvements. Tenant shall direct all inquiries and requests relating to the construction work to Landlord or Landlord’s designated agent. Tenant shall be responsible for any added costs or delays resulting from Tenant’s actions which are contrary to this Paragraph3. B. Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written xxxx from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change. The Lease, at Landlord’s option, shall commence on the date it would have otherwise commenced but for any such delays. C. As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions notify Tenant of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement Landlord’s approval or disapproval of the cost request; and, if the request is approved, of such additional work an estimated increase in costs, if any, and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence an estimate of the amounts billed as is customarily used in effect the business. Costs related to approved Change Requests and Change Orders change shall include without limitation, any architectural or design fees, Landlord's construction fee have on the projected date for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount substantial completion of the Tenant Improvement Costs for any deletions Improvements. D. Landlord shall have the authority, without the consent of Tenant, to order minor changes in the scope Tenant Improvements not involving an increase in cost to Tenant or a delay in the Lease Commencement Date and not inconsistent with the intent of the WorkApproved Plan.

Change Requests. No changes or revisions (a) Subject to this Section 2.7, NICO may propose any change to the Approved Final Drawings Transition Services by written notice to Reinsureds specifying the proposed change in reasonable detail (“Change Request”). (b) The relevant Transition Services Provider shall be made by either Landlord or Tenant unless approved provide NICO with a reasonably detailed outline specification in writing (an “Evaluation Report”) describing the nature of the change, an assessment of any impact of the change on the Transition Services and the fees therefor, an estimate of the time required to implement the change, and a comprehensive list of the charges for the implementation of the Change Request (“Change Request Charges”) within ten (10) Business Days of receiving the Change Request (unless otherwise mutually agreed by both partiesthe Parties). Upon Tenant's request and submission NICO shall compensate the relevant Transition Services Provider at Hourly Rates for the preparation of the Evaluation Report. (c) NICO shall notify the relevant Transition Services Provider within ten (10) Business Days (unless otherwise mutually agreed by Tenant (at Tenant's sole cost and expensethe Parties) of the necessary information and/or plans and specifications for any changes date on which NICO received the Evaluation Report whether or revisions not NICO wishes to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated proceed with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor Request. ("Change Order"d) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profitThereafter, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultantsParties shall, and the General Contractor's price for effecting Reinsureds shall cause the changeTransition Services Providers to, negotiate in good faith in relation to Change Requests, and shall not unreasonably withhold any consent or cause any delay in relation to them. If Tenant fails to execute or deliver such the Parties agree upon a Change OrderRequest and the corresponding Evaluation Report, or if the Parties agree on a variation thereof memorialized in writing, this Transition Services Agreement and the Schedules hereto shall be deemed amended to pay include the costs related theretoterms and conditions of such agreed-upon Change Request and Evaluation Report or other writing. If the Parties cannot agree upon a Change Request or a Service Provider’s Evaluation Report (including any Change Request Charges) or a variation thereof, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount each of the Tenant Improvement Costs Parties may refer the matter to be resolved in accordance with Section 6.2. (e) The relevant Transition Services Provider shall invoice NICO for the Change Request Charges resulting from the implementation of any deletions changes to the Transition Services that arise out of any agreed Change Request and NICO shall remit payment in the scope of the Workaccordance with Article III hereof.

Change Requests. (i) No changes or revisions to the Approved Final Working Drawings requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenantwithout Landlord's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, that no change request shall affect the structure of the Building. Any changes to the Approved Working Drawings shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Contractor workmen, subcontractors, material suppliers, or others performing the Fifth Floor Premises Improvements construction. Tenant shall direct all inquiries and requests relating to the construction work to Landlord or Landlord's designated agent. Tenant shall be responsible for any added costs or delays resulting from Tenant's actions which are contrary to this Paragraph 4. (a) Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written xxxx from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay; (b) a change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change; and (c) the Fifth Floor Premises Commencement Date, at Landlord's option, shall be established on the date it would have otherwise occurred but for any such delays. (iii) As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform notify Tenant of Landlord's approval or disapproval of the additional work associated request; and, if the request is approved, of an estimated increase or decrease in costs and an estimate of the effect the change shall have on the projected date for substantial completion of the Fifth Floor Premises Improvements. (iv) Landlord shall have the. authority, without the consent of Tenant, to order minor changes in the Fifth Floor Premises Improvements not involving an increase in cost to Tenant or a delay in the Fifth Floor Premises Commencement Date and not inconsistent with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement intent of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Working Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. A. No changes or revisions to the Approved Final Drawings Plan requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)without Landlord’s prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, no change request shall affect the structure of the Building. Any changes to the Approved Plan shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Landlord’s contractor, workmen, subcontractors, material suppliers, or others performing the construction of the Tenant Improvements. Tenant shall direct all inquiries and requests relating to the construction work to Landlord or Landlord’s designated agent. Tenant shall be responsible for any added costs or delays resulting from Tenant’s actions which are contrary to this Section 3. B. Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written xxxx from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change. Substantial completion of the Tenant Improvements shall be deemed to have occurred on the date it would have otherwise occurred but for any such delays. C. As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions notify Tenant of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement Landlord’s approval or disapproval of the cost request; and, if the request is approved, of such additional work an estimated increase in costs, if any, and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence an estimate of the amounts billed as is customarily used in effect the business. Costs related to approved Change Requests and Change Orders change shall include without limitation, any architectural or design fees, Landlord's construction fee have on the projected date for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount substantial completion of the Tenant Improvement Costs for any deletions Improvements. D. Landlord shall have the authority, without the consent of Tenant, to order minor changes in the scope Tenant Improvements not involving an increase in cost to Tenant or a delay in the substantial completion of the WorkTenant Improvements and not inconsistent with the intent of the Approved Plan.

Change Requests. No changes or revisions to the Approved Final Drawings approved final drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings approved final drawings and/or for any work other than the Work described in the Approved Final Drawings approved final drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Workfinal drawings.

Change Requests. (i) No changes or revisions to the Approved Final Working Drawings requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenantwithout Landlord's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, that no change request shall affect the structure of the Building. Any changes to the Approved Working Drawings shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Contractor workmen, subcontractors, material suppliers, or others performing the Tenant Improvements construction. Tenant shall direct all inquiries and requests relating to the construction work to Landlord or Landlord's designated agent. Tenant shall be responsible for any added costs or delays resulting from Xxxxxx's actions which are contrary to this Paragraph 4. (a) Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written bill from Landlord, any additional costs for changes requested by Xxxxxx, including, without limitation, architectural fees and increases in construction costs caused by the delay; (b) a change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change; and (c) the Lease, at Landlord's option, shall commence on the date it would have otherwise commenced but for any such delays. (iii) As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenantnotify Tenant of Landlord's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement approval or disapproval of the cost request; and, if the request is approved, of such additional work an estimated increase or decrease in costs and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence an estimate of the amounts billed as is customarily used in effect the business. Costs related to approved Change Requests and Change Orders change shall include without limitation, any architectural or design fees, Landlord's construction fee have on the projected date for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount substantial completion of the Tenant Improvement Costs for any deletions Improvements. (iv) Landlord shall have the authority, without the consent of Tenant, to order minor changes in the scope Tenant Improvements not involving an increase in cost to Tenant or a delay in the Commencement Date and not inconsistent with the intent of the WorkApproved Working Drawings.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails falls to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final --------------- Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant for Tenant's approval or disapproval a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 aboveabove if and to the extent the cost of such change order causes the Tenant Improvement Costs to exceed the Tenant Improvement Allowance. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-on- site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work Tenant Improvements described in the Approved Final Drawings ("“Change Requests") ”), and the approval by Landlord of such Change Request(s)) to be performed, which approval Landlord agrees shall not be unreasonably withheldwithheld or delayed, Landlord shall perform cause the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), ) and Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. Any delays associated with any Change Request or Change Order requested by Tenant shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by reasonably detailed evidence of the amounts billed as is customarily used in the businessbilled. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the WorkTenant Improvements, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkTenant Improvements.

Change Requests. No changes or revisions to the Approved Final Drawings Plans requested by Tenant (each, a "Change Request") shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenantwithout Landlord's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)prior written approval, which approval Landlord agrees shall not be unreasonably withheldwithheld or delayed, subject to the following: (i) No Change Request shall affect the structural or operating systems of the Building; (ii) Landlord may require Tenant to pay to Landlord within five (5) business days of written notice from Landlord, the amount by which the Cost of the Work, after implementation of the Change Request, is reasonably estimated by Landlord to exceed the Tenant Improvement Allowance and the Additional Costs, including without limitation, increases in construction costs and other charges payable hereunder caused by any delay in construction of the Suite E Tenant Improvements as a result of a Change Request, provided however that Tenant shall have the right to revoke a Change Request within three (3) business days after Tenant's receipt of the written notice of the estimate of the amount by which the Change Request (x) will increase the Costs of the Work, and (y) will increase the time for completion of the Work (that is, the number of days, if any) and thus be considered a Tenant-caused Delay; (iii) Tenant acknowledges that a Change Request may result in a reasonable delay in completion of the Suite E Tenant Improvements caused by Landlord's reviewing, processing and implementing the Change Request. If an actual delay in substantial completion the Suite E Tenant Improvements actually occurs due to Landlord's review and processing of a Change Request, Landlord shall perform the additional work associated with the approved specify such delay in writing to Tenant, and such delay shall be deemed a Tenant-caused Delay; (iv) Landlord shall accept only Change Request(s), at Requests signed by Tenant's sole cost and expense, subject, however, representative. Tenant may from time to the following provisions of this Section 11. Prior time designate a different representative to commencing any additional work related to the approved authorize Change Request(s), Landlord shall submit to Tenant a written statement Requests. (v) Any delays in completion of the cost Suite E Tenant Improvements caused as a result of such additional work and a proposed tenant change order therefor ("Change Order") in Request shall not delay the standard form then in use by Landlordcommencement of the Term of the Lease from the date the Term of the Lease would otherwise have commenced had it not been for the Change Request. Tenant agrees that the Lease and all obligations of Tenant thereunder (including without limitation the obligation to pay Rent) shall execute and deliver to Landlord such commence on the date that the Term of the Lease would otherwise have commenced had it not been for the Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 aboveRequest. The billing for such additional costs foregoing shall not apply to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural necessitated by changes required by regulatory permitting entities or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Orderchanges in building code, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Workother statutory requirements.

Change Requests. A. Tenant shall be entitled to make one (1) selection of building standard paint and one (1) selection of building standard carpet. No material changes or revisions to the Approved Final Drawings Plan requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)without Landlord’s prior approval, which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject; provided, however, that no change request shall affect the structure of the Building. Any changes to the following provisions of this Section 11. Prior to commencing any additional work related Approved Plan shall be in writing and shall be signed by both Landlord and Tenant prior to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlordbeing made. Tenant shall execute not instruct or direct Landlord’s contractor, workmen, subcontractors, material suppliers, or others performing the construction of the Tenant Improvements. Tenant shall direct all inquiries and deliver requests relating to the construction work to Landlord such Change Order and or Landlord’s designated agent. Tenant shall be responsible for any added costs or delays resulting from Tenant’s actions, which are contrary to this Paragraph 3. B. Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written xxxx from Landlord, any additional costs for changes requested by Tenant and approved in advance by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the entire cost of such additional work delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the following described mannerchange. Any costs related to such approved Change Request(s)The Second Expansion Premises Commencement Date, Change Order and any delays associated therewithat Landlord’s option, shall be added to commence on the Tenant Improvement Costs and date it would have otherwise commenced but for any such delays. C. Change requests shall be paid for by Tenant as and with any Excess Tenant Improvement Costs treated as set forth in Section 10 above. The billing for such additional costs to this paragraph C. Tenant shall be accompanied by evidence request any material change to the Approved Plans in writing. As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall notify Tenant of (i) any additional cost associated with such proposed change, (ii) any estimated delay associated with such change, and (iii) Landlord’s approval or disapproval of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the changerequest. If Tenant fails agrees to execute or deliver the additional cost and any estimated delay, Tenant (x) shall be responsible for paying any such Change Orderadditional cost as set forth in paragraph B above, or to pay and (y) the costs related thereto, then date of Substantial Completion shall be moved forward by the number of day of delay caused by the proposed change. D. Landlord shall not be obligated have the authority, without the consent of Tenant, to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified order minor changes in the Approved Final Drawings. Landlord shall equitably adjust Tenant Improvements not involving an increase in cost to Tenant or a delay in the amount Second Expansion Premises Commencement Date and not inconsistent with the intent of the Tenant Improvement Costs for any deletions in the scope of the WorkApproved Plan.

Change Requests. No changes or revisions to the Approved approved Final Drawings Plans and Specifications shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's Any request and submission by Tenant (at Tenant's sole cost and expense) or Landlord for a change in the Office Improvements after final approval of the necessary information and/or plans Final Plans and specifications for any changes or revisions Specifications by Landlord and Tenant (a “Change Request”) shall be presented to the Approved Final Drawings and/or for any work other than the Work described non-requesting party in the Approved Final Drawings ("Change Requests") writing and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence all information necessary to clearly identify and explain the proposed change. As soon as practicable after receipt of such Change Request from Tenant, Landlord shall notify Tenant in writing of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the estimated cost of all on-site supervisory and administrative staffsuch Change Request as well as the estimated increase in construction time caused by the Change Request, officeif any. Tenant shall approve or disapprove such estimates in writing within three (3) business days after receipt of Landlord’s notice. Upon receipt of such written approval, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and shall be authorized to cause General Contractor to proceed with implementation of the General Contractor's price for effecting the changeChange Request. If Tenant disputes such estimates, or fails to execute or deliver approve in writing such Change Orderestimates within such three (3) business day period, or to pay the costs related thereto, then Landlord shall not be obligated required to do any additional work related to proceed with such approved Change Request(s) and/or Change OrdersRequest, and all costs incurred by Landlord may proceed to perform only the Work, as specified or General Contractor in preparing such estimates shall be included in the Approved Final Drawingscost of the Office Improvements, which cost shall be paid by Tenant; provided, however, that the parties shall promptly negotiate in good faith to resolve any dispute over the Change Request. If Landlord shall equitably adjust is instructed in writing by Tenant to proceed with a Change Request prior to determination of the increased cost or increased construction time resulting from such Change Request and without approval of such increase by Tenant, the amount thereof shall be determined by Landlord upon completion of the Office Improvements, subject only to Landlord furnishing to Tenant Improvement Costs for any deletions in appropriate back-up information from the scope of General Contractor concerning the Workincreased costs and increased construction time, if any.

Change Requests. (i) No changes or revisions to the Approved Final Working Drawings requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenantwithout Landlord's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, that no change request shall affect the structure of the Building. Any changes to the Approved Working Drawings shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Contractor workmen, subcontractors, material suppliers, or others performing the Tenant Improvements construction. Tenant shall direct all inquiries and requests relating to the construction work to Landlord or Landlord's designated agent. Tenant shall be responsible for any added costs or delays resulting from Tenant's actions which are contrary to this Paragraph 4. (a) Tenant shall pay Landlord in cash, within thirty (30) days after receipt of an itemized written xxxx from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay; (b) a change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change; and (c) the Lease, at Landlord's option, shall commence on the date it would have otherwise commenced but for any such delays. (iii) As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform notify Tenant of Landlord's approval or disapproval of the additional work associated with request; and, if the approved Change Request(s)request is approved, at of an estimated increase or decrease in costs and an estimate of the effect the change shall have on the projected date for substantial completion of the Tenant Improvements. (iv) Landlord shall have the authority, without the consent of Tenant's sole cost and expense, subject, however, to order minor changes (i.e. Contractor field changes required where it is impractical to install the following provisions of this Section 11. Prior to commencing any additional work related to Tenant Improvements as specifically required under the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order"Approved Working Drawings) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth Improvements not involving an increase in Section 10 above. The billing for such additional costs cost to Tenant shall be accompanied by evidence or a delay in the Commencement Date and not inconsistent with the intent of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Working Drawings. Landlord shall equitably adjust the amount use prompt and diligent efforts to notify Tenant of the Tenant Improvement Costs for any deletions in the scope of the Worksuch changes.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request 4.3.1 Verizon and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s)Supplier may, at Tenant's sole cost and expenseany time, subjectagree to make additions, however, deletions or other modifications to a previously requested Service or Software through the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as Request Process set forth in Section 10 above4.3.2 below. The billing for such additional costs to Tenant Such requests may include one or more documents appended thereto, all of which collectively shall comprise the requests. Change Requests shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved form appended hereto as Exhibit B. The parties acknowledge and agree that Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated used when the work requested will involve creation of new Custom Software or Paid Work Product, the ownership of which has not been previously agreed upon in an Authorization Letter. 4.3.2 Upon receipt of any proposed Change Request from Verizon, Supplier will provide to do any additional Verizon (i) a written a description of the work related Supplier anticipates performing in order to effectuate requested change(s), (ii) a schedule for commencing and completing such approved Change Request(s) and/or Change Orderswork, and Landlord (iii) the costs to Verizon associated with such change(s) or services. If Verizon elects to have Supplier perform the changes requested, Verizon will have such Change Request signed by an authorized representative and Supplier shall then also have such Change Request signed by an authorized representative. A Change Request shall not be valid and neither Supplier nor Verizon will incur any liability thereunder until signed and approved by authorized representatives of both Parties (the “Change Request Process”). 4.3.3 Except as otherwise provided in a Change Request (or the underlying Authorization Letter), Verizon may proceed cancel or reschedule Change Requests for convenience, in whole or in part, by providing at least thirty (30) days written notice to perform only the Work, as specified Supplier. Supplier shall promptly curtail all activities in respect of such Services in the Approved Final DrawingsChange Request. Landlord Except as otherwise provided in the Change Request (or the underlying Authorization Letter), Verizon’s sole liability to Supplier under such cancelled Change Request will be the payment of all amounts due Supplier for work performed as supported by reasonable documentation through the effective date of cancellation. Where such work was to be paid on delivery of a Milestone or Deliverable, charges for such work shall equitably adjust be based on a time and materials basis calculated as number of hours worked at $150 per hour (no hours prior to the amount execution of such Change Request shall be included) for any work in progress, capped at 75% of the Tenant Improvement Costs payment due for any deletions such work in the scope applicable Change Request (or the underlying Authorization Letter) for such Milestone or Deliverable, unless other termination fees or charges are specified under such Authorization Letter (in which case such stated termination fees or charges shall be in lieu of the Workany other partial payments).

Change Requests. A. No changes or revisions change to the Approved Final Working Drawings requested by Tenant shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenantwithout Landlord's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s)prior approval, which approval Landlord agrees shall not be unreasonably withheld; provided, however, that no change request shall affect the Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Contractor's workmen, subcontractor's, material suppliers or others performing the Tenant Improvements construction. Tenant shall direct all inquiries and requests relating to the construction work to Landlord of Landlord's designated agent. Tenant shall be responsible for any added costs or delay resulting from Tenant's actions which are contrary to this Section. B. Tenant shall pay Landlord, in cash, within ten (10) days after receipt of an itemized written bill xxxm Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change; and the Lease, at Landlord's option, shall commence on the date it would have otherwise commenced but for any such delays. C. As soon as reasonably possible after receipt of a written change request from Tenant, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenantnotify Tenant of Landlord's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement approval or disapproval of the cost request, and, if the request is approved, of such additional work an estimated increase or decrease in costs and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence an estimate of the amounts billed as is customarily used in effect the business. Costs related to approved Change Requests and Change Orders change shall include without limitation, any architectural or design fees, Landlord's construction fee have on the projected date for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount substantial completion of the Tenant Improvement Costs for any deletions Improvements. D. Landlord shall have the authority, without the consent of Tenant,to order minor changes in the scope Tenant Improvements not involving an increase in cost to Tenant or a delay in the Actual Commencement Date and not inconsistent with the intent of the WorkApproved Working Drawings.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's Tenants sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 1110. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), ) and Change Order and any delays associated therewith, shall be added to the EP Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess EP Tenant Improvement Costs as set forth in Section 10 above11 below. Any delays associated with any Change Request or Change Order shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the EP Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings Tenant Improvements shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") Tenant Improvements and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 119. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to to-Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the the-standard form then in use by Landlord. If Tenant approves the cost, Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Tenant also has the option of withdrawing its request for a change or submitting further changes to reduce the cost, unless such Change Request(s) were approved by Tenant in the field and already installed. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 8 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, fees and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related theretorespond as described above, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkSection 1 above.

Change Requests. No changes or revisions For any change Costa wishes to make to the Approved Final Drawings Installation Schedule or for any desired Custom Programming, Costa shall notify Allin of the requested change specifying the change with sufficient details to enable Allin to evaluate it (“Change Request”). Change Requests shall be made by either Landlord or Tenant unless approved in writing either using the form attached hereto as Schedule 3.2 or otherwise providing substantially the same information. All Costa Change Requests shall be initiated by both partiesGxxxxxxx Xxxxxxx or his designee and any responses thereto by Allin shall be directed to Mx. Upon Tenant's request and submission by Tenant Xxxxxxx. Any Change Requests that take less than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to Costa. If a Change Request will take longer than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to Costa for its prior written approval the costs associated with such evaluation. Allin will thereafter only proceed if Costa has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (at Tenant's sole as those terms not defined herein are defined in the Master Agreement). Notwithstanding the foregoing Allin shall have no obligation to proceed with any Change Request until the parties have mutually agreed upon (i) the cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of payment terms associated with such Change Request(s)Request as well as, which approval Landlord (ii) the impact that such Change Request has on the Project Plan, Application and/or Installation Schedule, except that Allin agrees shall not that any cost proposals in connection with a Change Request will be unreasonably withheldreasonable and negotiated in good faith, Landlord shall perform the additional work associated and will be determined in a manner consistent with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following System pricing. The provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, Agreement shall be added deemed amended to the Tenant Improvement Costs and shall be paid for by Tenant as and with incorporate any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved mutually agreed Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkRequests.