Common use of Changes to Plans Clause in Contracts

Changes to Plans. Tenant shall have the right to request that ---------------- Landlord make changes to the Plans (a "Change Order"), which requests shall be in a writing delivered to Landlord and shall not be unreasonably denied; provided, however, that the incremental increase or decrease of the overall costs of constructing the Improvements directly attributable to a Change Order shall be reflected increasing or decreasing the rent payable under this Lease. (Amount of Cost Increase or Cost Decrease) x (1.09) x *(.0954) = -------------------------------------------------------------- (12) (Amount to be Added to or Subtracted from Tenant's Monthly Rent) In the event a Change Order results in the total square footage of the Building as set forth in subparagraph 4(a) hereof, being increased or decreased, such square footage and Rent payable hereunder shall be proportionately adjusted. Anything herein to the contrary notwithstanding, in the event the additional work contemplated by a Change Order will result in a delay in completing a Key Task or Benchmark Task, Landlord, within ten (10) days after receipt of the Change Order, will notify Tenant of such in a writing specifying the Key Task or Benchmark Task which will be delayed and the anticipated length of the delay. Tenant shall have five (5) days following receipt of Landlord's notification in which to either, at Tenant's option, (i) rescind in writing the Change Order, (ii) dispute in writing anticipated length of delay set forth in Landlord's notification, in which event Landlord and Tenant shall have five (5) additional days in which to arrive at a mutually agreeable length of anticipated delay and, failing such mutual agreement, the anticipated length of delay shall be determined pursuant to the arbitration provisions of Paragraph 29 herein, (provided however, that construction under the Change Order shall commence immediately and shall not await determination of the length of delay under this subparagraph 2(h), or (iii) approve the length of the anticipated delay. In the event Tenant does not notify Landlord of Tenant's election with five (5) days after receipt of Landlord's notification of anticipated delay, Tenant shall be deemed to have approved the anticipate length of delay * This rate is subject to equitable adjustment in the event the Change Order results in any special additions to the Parcel 1 Improvements not contemplated by the Plans and not practically capable of amortization as provided for herein. Any disputes regarding any such adjustment or the need therefore, shall be settled pursuant to the arbitration provisions of Paragraph 29 hereof. specified therein; in which event completion of the Key Task or Benchmark Task shall be deemed to be delayed as specified by Landlord. In the event Landlord does not notify Tenant of any anticipated delay within ten (10) days after receipt of a Change Order, it shall be conclusively deemed that such Change Order will not result in delay in completing a Key Task or Benchmark Task. (i) Surety Bond. Prior to commencing construction of the Parcel 1 ----------- Improvements, Landlord shall obtain from a reputable company approved by Tenant, a surety bond (or other similar bond) guaranteeing to Tenant completion of construction of the Parcel 1 Improvements. Such surety bond shall be in form satisfactory to Tenant.

Changes to Plans. Tenant (a) In the event of any Change Order, Lessee shall have be solely responsible for all costs and expenses and for all delays in occupancy by Lessee (which shall not delay the right Addendum No. 6 Expansion Space Commencement Date or the Addendum No. 6 Expansion Space Rent Commencement Date) resulting therefrom including, without limitation, costs or expenses relating to request that ---------------- Landlord make (i) any additional architectural or engineering services and related design expenses; (ii) any architectural or engineering costs incurred by Lessor in connection with its review of such requested change; (iii) any changes to materials in process of fabrication; (iv) cancellation or modification of supply or fabricating contracts; (v) removal or alteration of work or plans completed or in process; or (vi) delay claims made by Contractor. (b) No changes shall be made to any of Lessee’s Plans and no Change Orders shall be implemented without the Plans (a "prior written approval of Lessor. All Change Order"), which requests Orders shall be in a writing delivered to Landlord and shall not be unreasonably deniedon such AIA form as is required by Lessor and/or Contractor. Lessee shall evidence in writing its approval of any Change Order prior to requesting Lessor’s approval of same. (c) Lessor shall use reasonable efforts to cause Contractor to include in any Change Order submitted by Contractor the amount of delay that Contractor believes will occur as a result of such Change Order (the “Anticipated Delay”); provided, however, in determining the amount of any Lessee Delay, Lessor shall not be limited to the amount of the Anticipated Delay submitted by Contractor to the extent that the incremental increase actual delay exceeds the Anticipated Delay. (d) If Lessor submits any Change Order, drawing, plan or decrease of other material to Lessee for Lessee’s approval, Lessee’s failure to respond to such request within the overall costs of constructing the Improvements directly attributable to a Change Order shall be reflected increasing or decreasing the rent payable under this Lease. (Amount of Cost Increase or Cost Decrease) x (1.09) x *(.0954) = -------------------------------------------------------------- (12) (Amount to be Added to or Subtracted from Tenant's Monthly Rent) In the event a Change Order results in the total square footage of the Building as time period set forth in subparagraph 4(athis Work Agreement for such response (or, if no time period is specified, within three (3) hereof, being increased or decreasedbusiness days after Lessor submits such request), such square footage and Rent payable hereunder failure shall be proportionately adjusted. Anything herein to the contrary notwithstanding, in the event the additional work contemplated by a Change Order will result in a delay in completing a Key Task or Benchmark Task, Landlord, within ten (10) days after receipt day of the Change Order, will notify Tenant of such in a writing specifying the Key Task or Benchmark Task which will be delayed and the anticipated length of the delay. Tenant shall have five (5) days following receipt of Landlord's notification Lessee Delay for each day thereafter in which to eitherno response is made, and, at Tenant's optionLessor’s sole election, (i) rescind in writing the Change Order, (ii) dispute in writing anticipated length of delay set forth in Landlord's notification, in which event Landlord and Tenant shall have five (5) additional days in which to arrive at a mutually agreeable length of anticipated delay and, failing such mutual agreement, the anticipated length of delay shall be determined pursuant to the arbitration provisions of Paragraph 29 herein, (provided however, that construction under the Change Order shall commence immediately and shall not await determination of the length of delay under this subparagraph 2(h), or (iii) approve the length of the anticipated delay. In the event Tenant does not notify Landlord of Tenant's election with five (5) days after receipt of Landlord's notification of anticipated delay, Tenant shall be deemed to have approved the anticipate length an approval of delay * This rate is subject to equitable adjustment in the event the Change Order results in any special additions to the Parcel 1 Improvements not contemplated by the Plans and not practically capable of amortization as provided for herein. Any disputes regarding any such adjustment or the need therefore, shall be settled pursuant to the arbitration provisions of Paragraph 29 hereof. specified therein; in which event completion of the Key Task or Benchmark Task shall be deemed to be delayed as specified by Landlord. In the event Landlord does not notify Tenant of any anticipated delay within ten (10) days after receipt of a Change Order, it shall be conclusively deemed that such Change Order will not result in delay in completing a Key Task or Benchmark TaskLessor’s submission. (i) Surety Bond. Prior to commencing construction of the Parcel 1 ----------- Improvements, Landlord shall obtain from a reputable company approved by Tenant, a surety bond (or other similar bond) guaranteeing to Tenant completion of construction of the Parcel 1 Improvements. Such surety bond shall be in form satisfactory to Tenant.

Changes to Plans. Tenant shall have the right to request that ---------------- Landlord make changes to the Plans (Change Orders. Any such request for a "Change Order"), which requests Order shall be in a writing delivered made only by Tenant’s Representative. All such changes initiated by Tenant’s Representative shall be forwarded to Landlord and accompanied by plans and specifications therefor and shall be subject to a Landlord’s Review Period subject to Landlord’s Review Standard. In the event that Landlord shall approve any such Change Order, then Landlord, within two (2) Business Days thereafter, shall request the Landlord’s Contractor to price the cost of the requested Change Orders and state the number of additional days, if any, needed to incorporate the Change Order into the Construction Schedule of the Tenant’s Improvements. Landlord will price the cost of any requested Change Order as quickly as reasonably possible, but such pricing process shall not be unreasonably deniedtake more than five (5) Business Days for Change Orders involving less than $50,000 or more than ten (10) Business Days for Change Orders involving greater than $50,000; provided, however, that the incremental increase such five (5) or decrease of the overall costs of constructing the Improvements directly attributable to a Change Order shall be reflected increasing or decreasing the rent payable under this Lease. (Amount of Cost Increase or Cost Decrease) x (1.09) x *(.0954) = -------------------------------------------------------------- (12) (Amount to be Added to or Subtracted from Tenant's Monthly Rent) In the event a Change Order results in the total square footage of the Building as set forth in subparagraph 4(a) hereof, being increased or decreased, such square footage and Rent payable hereunder shall be proportionately adjusted. Anything herein to the contrary notwithstanding, in the event the additional work contemplated by a Change Order will result in a delay in completing a Key Task or Benchmark Task, Landlord, within ten (10) days after Business Day period, as the case may be, shall not commence until Tenant has delivered to Landlord reasonably sufficient quantities of plans and specifications to allow Landlord to distribute the same to any subcontractors or vendors required to price such Change Order. The price and revision to the Construction Schedule, once received and approved by Landlord will be submitted to Tenant’s Representative for approval, together with appropriate detailed back-up information, including, without limitation, the subcontractor bids and a break down of all labor, materials, profit and overhead (which profit and overhead shall not exceed 7% of the cost of labor and materials) involved in the Change Order to enable Tenant’s Representative to properly evaluate the price and schedule. Upon receipt of such information, the Change Order, will notify Tenant of such in a writing specifying the Key Task or Benchmark Task which will be delayed and the anticipated length of the delay. Tenant Tenant’s Representative shall have five (5) days following receipt of Landlord's notification in Business Days within which to either, at Tenant's option, (i) rescind in writing the approve or object such proposed Change Order, (ii) dispute in writing anticipated length of delay set forth in Landlord's notification, in which event Landlord and Tenant shall have five (5) additional days in which to arrive at a mutually agreeable length of anticipated delay and, failing such mutual agreement, the anticipated length of delay shall be determined pursuant to the arbitration provisions of Paragraph 29 herein, (provided however, that construction under the Change Order shall commence immediately and shall not await determination of the length of delay under this subparagraph 2(h), or (iii) approve the length of the anticipated delay. In the event Tenant does not notify the Tenant’s Representative and Landlord of Tenant's election with five (5) days after receipt of Landlord's notification of anticipated delay, Tenant shall be deemed to have approved the anticipate length of delay * This rate is subject to equitable adjustment in the event the Change Order results in any special additions to the Parcel 1 Improvements not contemplated by the Plans and not practically capable of amortization as provided for herein. Any disputes regarding any such adjustment or the need therefore, shall be settled pursuant to the arbitration provisions of Paragraph 29 hereof. specified therein; in which event completion of the Key Task or Benchmark Task shall be deemed to be delayed as specified by Landlord. In the event Landlord does not notify Tenant of any anticipated delay within ten (10) days after receipt of reach agreement on a Change Order, it shall be conclusively deemed that to the extent such Change Order will not result in delay in completing a Key Task or Benchmark Task. (i) Surety Bond. Prior to commencing construction affects the critical path of the Parcel 1 ----------- ImprovementsConstruction Schedule, Landlord the Construction Schedule shall obtain from a reputable company approved by Tenantbe revised, a surety bond (or other similar bond) guaranteeing to Tenant completion and if there is an increase in the number of construction days of the Parcel 1 Improvements. Such surety bond Construction Schedule’s critical path, then such days shall be in form satisfactory to Tenantdeemed a Tenant Delay.

Changes to Plans. (a) In the event of any Change Order or in the event that Landlord determines that any of Tenant’s Plans have not been prepared in accordance with the requirements of this Work Agreement, Tenant shall have be solely responsible for all costs and expenses and for all delays in occupancy by Tenant (which shall not delay the right Commencement Date or the Rent Commencement Date) resulting therefrom including, without limitation, costs or expenses relating to request that ---------------- (i) any additional architectural or engineering services and related design expenses; (ii) any reasonable third-party out of pocket architectural or engineering costs incurred by Landlord make in connection with its review of such requested change; (iii) any changes to materials in process of fabrication; (iv) cancellation or modification of supply or fabricating contracts; (v) removal or alteration of work or plans completed or in process; or (vi) delay claims made by Contractor. (b) With the Plans exception of minor “field changes” (a "Change Order"), as such term is understood in the industry) which requests shall will be in a writing shown on Tenant’s “as built” plans to be delivered to Landlord pursuant to Section 4.3 of this Work Agreement, which may be made without Landlord’s approval, no changes shall be made to any of Tenant’s Plans and no Change Orders shall be implemented without the prior written approval of Landlord, which approval shall not be unreasonably denied; providedwithheld, howeverconditioned or delayed. All Change Orders shall be in writing and shall be on such AIA form as is required by Landlord and/or Contractor. Landlord shall advise Tenant of Landlord’s approval or disapproval of Change Order within three (3) Business Days after Tenant submits the Change Order to Landlord (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, that Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the incremental increase or decrease top of the overall costs of constructing the Improvements directly attributable to a Change Order shall be reflected increasing or decreasing the rent payable under this Lease. (Amount of Cost Increase or Cost Decrease) x (1.09) x *(.0954) = -------------------------------------------------------------- (12) (Amount to be Added to or Subtracted from Tenant's Monthly Rent) In the event a Change Order results in the total square footage first page of the Building as set forth in subparagraph 4(anotice. If Landlord fails to give Tenant Landlord’s written objections within two (2) hereof, being increased or decreased, such square footage and Rent payable hereunder shall be proportionately adjusted. Anything herein to the contrary notwithstanding, in the event the additional work contemplated by a Change Order will result in a delay in completing a Key Task or Benchmark Task, Landlord, within ten (10) days Business Days after receipt of the Change Ordersecond notice, will notify Tenant of such in a writing specifying the Key Task or Benchmark Task which will be delayed and the anticipated length of the delay. Tenant shall have five (5) days following receipt of Landlord's notification in which to either, at Tenant's option, (i) rescind in writing the Change Order, (ii) dispute in writing anticipated length of delay set forth in Landlord's notification, in which event then Landlord and Tenant shall have five (5) additional days in which to arrive at a mutually agreeable length of anticipated delay and, failing such mutual agreement, the anticipated length of delay shall be determined pursuant to the arbitration provisions of Paragraph 29 herein, (provided however, that construction under the Change Order shall commence immediately and shall not await determination of the length of delay under this subparagraph 2(h), or (iii) approve the length of the anticipated delay. In the event Tenant does not notify Landlord of Tenant's election with five (5) days after receipt of Landlord's notification of anticipated delay, Tenant shall be deemed to have approved the anticipate length Change Order. In reviewing the resubmitted Change Order, Landlord may only consider those parts of delay * This rate is subject to equitable adjustment in the event the Change Order results in any special additions to that address Landlord’s reasonable objections thereto; it being agreed that the Parcel 1 Improvements not contemplated by the Plans and not practically capable of amortization as provided for herein. Any disputes regarding any such adjustment or the need therefore, shall be settled pursuant to the arbitration provisions of Paragraph 29 hereof. specified therein; in which event completion other portions of the Key Task Change Order (i.e., those portions that Landlord did not previously object to) will be deemed approved. Landlord shall advise Tenant of Landlord’s approval or Benchmark Task disapproval of the revised Change Order within two (2) Business Days after Tenant submits same. If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the second notice, then Landlord shall be deemed to be delayed as specified by Landlordhave approved the Change Order. In Tenant and Landlord shall continue to follow the event revision, delivery and notice of objections procedure and schedule set forth above (based on the turnaround and the double notice provisions) until Landlord does not notify approves or is deemed to have approved the Change Order. Tenant shall evidence in writing its approval of any anticipated delay within ten (10) days after receipt of a Change Order, it shall be conclusively deemed that such Change Order will not result in delay in completing a Key Task or Benchmark Taskprior to requesting Landlord’s approval of same. (i) Surety Bond. Prior to commencing construction of the Parcel 1 ----------- Improvements, Landlord shall obtain from a reputable company approved by Tenant, a surety bond (or other similar bond) guaranteeing to Tenant completion of construction of the Parcel 1 Improvements. Such surety bond shall be in form satisfactory to Tenant.

Changes to Plans. Tenant shall have be permitted from time to time to direct changes in the right to Tenant Improvement Plans after the approval of the Tenant Improvement Plans in accordance with the procedures set forth herein. (A) Any request that ---------------- Landlord make for any changes to the Tenant Improvement Plans (a "Change Order"), which requests shall by Tenant must be in a writing delivered presented by Tenant to Landlord and its general contractor in writing (each, a “Change Order Request”). Within five (5) business days of its receipt of any Change Order Request, (1) Landlord and/or its general contractor shall not be unreasonably denied; providedprepare a written proposal of the cost and time impacts to implement the Change Order Request (“Price/Time Adjustment”), however, or (2) if Landlord and/or the General Contractor reasonably believes that the incremental increase Change Order Request does not comply with the applicable laws, Lease, applicable regulations or decrease the insurance requirements, or Landlord does not approve the Change Order Request on some other basis, Landlord and/or its general contractor shall request revisions or modifications thereto. (B) If the Landlord and its general contractor have reviewed the Change Order Request and responded with the Price/Time Adjustment proposal for the Change Order Request, the Tenant shall expeditiously (within two (2) business days) respond as to its acceptance or rejection of the overall costs Price/Time Adjustment. Tenant’s failure to timely respond shall be deemed a rejection of constructing the Improvements directly attributable Price/Time Adjustment. (C) If the Landlord requests revisions or modifications pursuant to this Article and the Tenant wishes to proceed with the Change Order Request, then Tenant shall submit such revisions or modifications within two (2) business days after its receipt of such request from Landlord or its general contractor. Within five (5) business days following receipt by Landlord and its general contractor of such revisions or modifications, Landlord and its general contractor shall review such modifications and shall give its written response thereto, including any Price/Time Adjustment, or shall request other revisions or modifications thereon. The preceding two sentences shall be implemented repeatedly until Landlord and its general contractor and Tenant give written approval to the Change Order Request or Tenant withdraws the Change Order Request. An approved Change Order Request shall be referred to as a Change Order once approved by the Tenant, Landlord and its general contractor. (D) For any Change Order for which Tenant accepted the Price/Time Adjustment set forth herein, the final Price/Time Adjustment shall be equal to the amount and time so set forth and will be binding on Landlord, General Contractor and Tenant, and any Price/Time Adjustment resulting from a Change Order shall be reflected increasing or decreasing increase the rent payable under this Lease. (Amount of Cost Increase or Cost Decrease) x (1.09) x *(.0954) = -------------------------------------------------------------- (12) (Amount to be Added to or Subtracted from Tenant's Monthly Rent) In the event a Change Order results in the total square footage of the Building as set forth in subparagraph 4(a) hereof, being increased or decreased, such square footage and Rent payable hereunder shall be proportionately adjusted. Anything herein to the contrary notwithstanding, in the event the additional work contemplated by a Change Order will result in a delay in completing a Key Task or Benchmark Task, Landlord, within ten (10) days after receipt of the Change Order, will notify Tenant of such in a writing specifying the Key Task or Benchmark Task which will be delayed and the anticipated length of the delay. Tenant shall have five (5) days following receipt of Landlord's notification in which to either, at Tenant's option, (i) rescind in writing the Change Order, (ii) dispute in writing anticipated length of delay set forth in Landlord's notification, in which event Landlord and Tenant shall have five (5) additional days in which to arrive at a mutually agreeable length of anticipated delay and, failing such mutual agreement, the anticipated length of delay shall be determined pursuant to the arbitration provisions of Paragraph 29 herein, (provided however, that construction under the Change Order shall commence immediately and shall not await determination of the length of delay under this subparagraph 2(h), or (iii) approve the length of the anticipated delay. In the event Tenant does not notify Landlord of Tenant's election with five (5) days after receipt of Landlord's notification of anticipated delay, Tenant shall be deemed to have approved the anticipate length of delay * This rate is subject to equitable adjustment in the event the Change Order results in any special additions to the Parcel 1 Improvements not contemplated by the Plans and not practically capable of amortization as provided for herein. Any disputes regarding any such adjustment or the need therefore, shall be settled pursuant to the arbitration provisions of Paragraph 29 hereof. specified therein; in which event completion of the Key Task or Benchmark Task shall be deemed to be delayed as specified by Landlord. In the event Landlord does not notify Tenant of any anticipated delay within ten (10) days after receipt of a Change Order, it shall be conclusively deemed that such Change Order will not result in delay in completing a Key Task or Benchmark Taskgeneral contract lump sum and/or Project schedule. (i) Surety Bond. Prior to commencing construction of the Parcel 1 ----------- Improvements, Landlord shall obtain from a reputable company approved by Tenant, a surety bond (or other similar bond) guaranteeing to Tenant completion of construction of the Parcel 1 Improvements. Such surety bond shall be in form satisfactory to Tenant.