Common use of Final Plans Clause in Contracts

Final Plans. No later than thirty (30) days following the approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructed.

Final Plans. No later than On or before thirty (30) days following the approval date of the Preliminary Plansfull execution of this Lease, Tenant Landlord shall submit to Landlord a Tenant two (2) sets of Landlord’s proposed set of Final Plans for approval space and construction plans and specifications prepared by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheldarchitect, conditioned or delayed, provided that (a) for the Tenant Improvements, as Within three (3) business days after receipt of Landlord’s plans and specifications Tenant shall either: (a) evidence its approval by endorsement on one (1) set forth on of said plans and specifications (and return such plans, comply with all applicable governmental laws, codes, rules, and regulations, and signed or initialed set to Landlord); or (b) such plans are sufficiently detailed to allow construction of indicate those revisions or corrections which Tenant requires and the Tenant Improvements in a good and workmanlike manner. reasons therefor; provided Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation obligated to accept any revisions which Landlord shall reasonably determine: (i) do not conform to the standards of design, motif and decor reasonably established or warranty of adopted by Landlord that such plans are adequate for the Building; (ii) would subject Landlord or the Premises to any useadditional cost, purposeexpense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature of the Building; (iii) would provide for or require any installation of work which is or might be unlawful, create an unsound or dangerous condition, adversely affect the structural soundness of the Premises or that Building; (iv) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (v) is of a special use or nature with little or no residual value (unless Tenant agrees to pay for such improvements and the removal thereof upon the expiration or earlier termination of this Lease). Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed plans comply and specifications, as so revised or corrected, to Tenant for its approval in accordance with any applicable law or codethis paragraph, but shall merely which plans will then be considered the consent of Landlord to final plans (the “Final Plans”). All changes in the The Final Plans must receive the may subsequently be amended by Tenant provided that significant changes will require Landlord’s prior written approval, which approval shall be given or reasonably refused within five (5) business days after receipt of Landlordsuch amended plans and specifications and, and provided further that if such change order will delay the anticipated Commencement Date specified in the event of any such approved change, Tenant shall, upon completion Section 1 of the Lease the change order shall be considered a Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” Delay (as hereinafter defined). The parties will work cooperatively to complete the plan of the Tenant Improvements as constructedapproval process expeditiously.

Final Plans. No later than Upon completion of the Schematic Drawings as revised in accordance with Section 2.1 above, the Architect shall prepare final plans and specifications and working drawings, including engineered Mechanical, Electrical and Plumbing drawings (collectively the "Final Plans") based upon and incorporating such Schematic Drawings as revised as provided hereinabove. Upon completion of the Final Plans, same shall be submitted to Lessor and Lessee for approval. If Lessor consents in writing thereto, such Final Plans may exclude certain finish specifications (such as, the color of paint or the color or design of wall or floor coverings) so long as such specifications are not needed in order to submit the Final Plans for Permits (as hereinafter defined) and so long as such specifications are delivered to Lessor for Lessor's approval thereof within thirty (30) days following the approval after delivery to Lessor of the Preliminary Final Plans. Such finish specifications shall not be incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within ten (10) days after Lessee's receipt of the Final Plans, Tenant Lessee shall submit notify Lessor and the Architect of the changes, if any, which Lessee desires to Landlord make to such Final Plans, which notice shall be in writing and shall identify with specificity the changes which Lessee desires to make and shall attach a proposed set copy of the Final Plans for approval initialed by LandlordLessee and showing the desired changes (the "Lessee's Final Notice"). Landlord’s approval of such proposed Final plans Without Lessor's prior consent, which shall not be unreasonably withheld, conditioned withheld or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction Lessee shall not change any portion of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans which incorporate the improvements depicted in the Schematic Drawings, as soon as reasonably practicablerevised in accordance with Section 2.1 above, or which is a natural progression of such improvements. The proposed Final Plans will be deemed to be complete Within ten (10) business days, Lessor shall approve or disapprove thereof. If Lessor disapproves, Lessor shall identify in writing and become with specificity the Final Plans upon execution thereof by Landlord and Tenantreason for Lessor's disapproval, and thereupon such the Final Plans shall be deemed revised by the Architect to reflect those changes described in Lessee's Final Notice which are not disapproved by Lessor and such other items needed to satisfy Lessor's objections thereto, all of which must also be a part of this Lease and incorporated into this Lease approved by referencethe Lessee. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to The improvements depicted on the Final Plans. All changes in , as so revised, shall constitute the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall"Lessee Improvements." At Lessor's request, upon completion of the Tenant Improvementsrevised Final Plans, furnish Landlord with an accurateLessor and Lessee shall initial same, reproducible “as-built” plan thereby acknowledging their approval of the Tenant Improvements as constructedform of such Final Plans.

Final Plans. No later than thirty (30) days following the Upon mutual approval of the Preliminary Space Plan, Tenant shall cause to be prepared such plans, drawings, and specifications (collectively, the “Plans”) as may be necessary to obtain a building permit for construction of the Extension Improvements. Upon completion thereof, the Plans shall be submitted to Landlord for approval. Landlord shall notify Tenant, in writing, within five (5) business days following receipt by Landlord of the Plans if Landlord approves the Plans or disapproves of any portion thereof. Such disapproval shall be communicated with sufficient specificity to enable Tenant to revise the Plans in a manner acceptable to Landlord. If Landlord objects to any portion of the Plans, Tenant shall submit cause the same to be revised, and shall resubmit the revised Plans to Landlord for approval. Landlord shall have two (2) days to approve or disapprove of the revised Plans. The foregoing process shall continue until the Plans are approved by Landlord; provided, however, that each time Landlord disapproves of any portion of the Plans, Landlord’s subsequent comments shall be limited solely to the revisions to, or any new elements of, the Plans. If Landlord fails to approve or respond to Tenant’s initial request for approval of the Plans or to Tenants’ revisions to the Plans within the respective five (5) business day or two (2) day periods provided above, then Tenant may, within five (5) business days following the expiration of such five (5) business day or two (2) day period described above, provide to Landlord a proposed set of Final Plans for approval by Landlordsecond written request (the “Second Request”) stating in large, bold and capped font the following: “THIS IS TENANT’S SECOND REQUEST TO LANDLORD. Landlord’s approval of such proposed Final plans shall not be unreasonably withheldLANDLORD FAILED TO TIMELY APPROVE OR RESPOND TO TENANT’S FIRST REQUEST FOR APPROVAL OF THE PLANS [or TENANT’S REVISIONS TO THE PLANS] IN ACCORDANCE WITH SECTION 1 OF EXHIBIT C-2 OF THE SECOND AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND TO THIS SECOND REQUEST FOR APPROVAL OF THE PLANS [OR TENANT’S REVISIONS TO THE PLANS] WITHIN FIVE (5) BUSINESS DAYS OF LANDLORD’S RECEIPT OF THIS SECOND REQUEST, conditioned or delayed, provided that TENANT’S PLANS [OR TENANT’S REVISIONS TO THE PLANS] SHALL BE DEEMED APPROVED BY LANDLORD.” If (a) Tenant’s Second Request strictly complies with the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulationsterms of this Section 1.2, and (b) such plans are sufficiently detailed Landlord fails to allow construction of the notify Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant within five (5) business days of Landlord’s approval or disapproval receipt of such Second Request, then the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign or the Final Plans revisions thereto, as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenantapplicable, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease approved by referenceLandlord. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible 1 - Exhibit “asC-2” 13016-built” plan of the Tenant Improvements as constructed.007 Fastly Second Amendment

Final Plans. No later than The parties acknowledge that the plans and specifications attached hereto as Exhibit 2 are in preliminary form showing only the proposed location and extent of Licensee’s Telecom Equipment. After the date of this Agreement, Licensee shall submit to Licensor for its approval Final Plans and specifications in scope and detail reasonably satisfactory to Licensor setting forth the exact type and location of all of Licensee’s Telecom Equipment, including, but not limited to, utility lines, air conditioned equipment shelter(s), electronic equipment, radio transmitting and receiving antennas, supporting equipment and structures, electrical cabling, conduit, electrical breakers and electrical boxes. The Final Plans shall be prepared and stamped by a professional engineer. Licensor shall have the right, in its reasonable discretion, to approve or disapprove the Final Plans within thirty (30) days following the approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that after Licensee submits three (a3) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord copies of the Final Plans to Licensor. By way of example, and not limitation, the parties hereby agree that it shall not be unreasonable for Licensor to deny approval of the Final Plans for the following reasons: (i) the installation or operation of Licensee’s Telecom Equipment would interfere with or inhibit the use or operation of the Property or any pre-existing tenant’s use or operation of its premises; (ii) Licensee’s Telecom Equipment cannot be installed on the Property without material or substantial modifications to the Property; (iii) in Licensor’s sole judgment, Licensee’s Telecom Equipment would have a negative impact on the aesthetics of the Property; (iv) the Final Plans provide for any of Licensee’s Telecom Equipment to be located in any pre-existing tenant’s premises or (v) the Final Plans contemplate the installation or operation of Licensee’s Telecom Equipment in a way that is prohibited by any pre-existing lease or other pre-existing agreement applicable to the Property. In no event will Licensor’s approval of the Final Plans be deemed a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans they comply with any applicable law laws, ordinances, rules or coderegulations, but will not cause interference with other communications operations, will not damage the roof or are structurally sound. Licensor shall merely be have the consent right, prior to its approval of Landlord the Final Plans, to consult with Licensor’s structural engineer, architect, electrical engineer, roofing contractor and other consultants concerning the Final Plans. All changes Any actual out-of-pocket expenses incurred by Licensor associated with these consultations shall be paid by Licensee, and Licensee shall reimburse Licensor for all of these costs within thirty (30) days after receiving an invoice and supporting evidence of the out-of-pocket costs incurred by Licensor. If Licensor disapproves the Final Plans, except for Licensee’s obligation to reimburse Licensor for the costs described in the previous sentence, this Agreement shall terminate and Licensor and Licensee shall have no further obligations or liability to each other under this Agreement except for the obligations and liabilities that expressly survive the termination of this Agreement. Prior to installing Licensee’s Telecom Equipment, Licensee shall provide Licensor with copies of all required federal, state and local permits and authorizations that have not been previously provided to Licensor. Licensee shall not commence the installation of Licensee’s Telecom Equipment prior to Licensor’s approval of the Final Plans. After the Final Plans must receive are approved by Licensor, modifications to Licensee’s Telecom Equipment shall be governed by Paragraph 12 below. Licensee’s obligation to reimburse Licensor for costs pursuant to this paragraph shall survive the prior written approval termination of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedthis Agreement.

Final Plans. No later than On or before thirty (30) days following the approval date of the Preliminary Plansfull execution of this First Amendment to Lease, Tenant Landlord shall submit to Landlord a Tenant two (2) sets of Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect, for the Tenant Improvements. Within three (3) business days after receipt of Landlord’s plans and specifications Tenant shall either: (i) evidence its approval by endorsement on one (1) set of Final Plans for approval by said plans and specifications (and return such signed or initialed set to Landlord. Landlord’s approval of such proposed Final plans ); or (ii) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be unreasonably withheldobligated to accept any revisions which Landlord shall reasonably determine: (A) do not conform to the standards of design, conditioned motif and decor reasonably established or delayedadopted by Landlord for the Building; (B) would subject Landlord or the Premises to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature of the Building; (C) would provide for or require any installation of work which is or might be unlawful, create an unsound or dangerous condition, adversely affect the structural soundness of the Premises or Building; (D) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (E) is of a special use or nature with little or no residual value (unless Tenant agrees to pay for such improvements and the removal thereof upon the expiration or earlier termination of this Lease). Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed plans and specifications, as so revised or corrected, to Tenant for its approval in accordance with this paragraph, which plans will then be considered the final plans (the “Final Plans”). The Final Plans may subsequently be amended by Tenant provided that significant changes will require Landlord’s prior written approval, which approval shall be given or reasonably refused within five (5) business days after receipt of such amended plans and specifications. The parties will work cooperatively to complete the plan approval process expeditiously. (c) Work Commencement. Construction of the Tenant Improvements shall not commence unless and until: Landlord has (a) approved the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, Final Plans and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any obtained all applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedbuilding permits.

Final Plans. No later than Prior to the Commencement Date, Tenant will prepare and deliver preliminary plans and specifications for the Project, substantially conforming with the preliminary Site Plan. The Port will review, inspect and approve the work related to the design at thirty percent (30) days following %), sixty percent (60%), and one hundred percent (100%). Tenant will prepare final plans and specifications substantially conforming with any preliminary plans previously approved by the Port and submit them to the Port for approval, which approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed. Any disapproval by the Port will be given by written notice to Tenant specifying the reasons for such disapproval. The Port will complete its review, provided that and provide notice of its approval or disapproval, within twentyten (2010) business Commented [A9]: Our team requires more than 10 business days following its receipt of each phase of design submittals (plans and specifications) (30%, days for review. We will attempt to move as quickly as we can though, as moving through this phase efficiently benefits both of us. 60% and 100%) Tenant’s proposed final plans and specification, and the Port’s failure to timely respond shall be deemed the Port’s approval thereof. Notwithstanding the foregoing or anything to the contrary contained herein, (a) in no event shall the Tenant ImprovementsPort be permitted to disapprove any plans unless such plans materially deviate from the most recent previously approved plans (or Site Plan), as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulationsapplicable, and (b) such the Port hereby agrees that it may not disapprove any plans (or other instrument depicting the Project) based on a reduction of square footage, so long as the square footage does not decrease below the amount contemplated in the definition of Project set forth in Section 1.52. Notwithstanding the foregoing, the Port may require Tenant to modify any plans and specifications prepared for the Project to incorporate mitigation measures (if any) that are sufficiently detailed required by any Authority with jurisdiction over the Property or Project, in connection with the SEPA analysis for a Project permit or entitlement (including Master Plan approval) required by Tenant. Following approval by the Port, the final plans and specifications will be referred to allow construction as the “Final Plans.” In connection with the Port’s review and approval of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final {00299395.DOC; 1 / 22072 / GRNLSE } 1324356v10 20 Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant the Parties shall agree upon a “Developable Square Footage” of the Property, which shall represent the area of the Property that, subject to regulations regarding setbacks, critical areas, wetlands, and sign applicable development regulations, can be used for development (the Final Plans as soon as reasonably practicableterms Developable Square Footage and “Developable Square Feet” shall be used interchangeably in this Agreement). In no event shall the Developable Square Footage be less than 862,488 square feet. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans Developable Square Footage shall be deemed used to be a part of calculate the Base Rent owed by Tenant pursuant to Article 4. The Parties shall execute an amendment to this Lease and incorporated into this Lease by reference. Approval by Landlord of Agreement memorializing the Final Plans Developable Square Footage, which amendment shall not be require Port of Seattle Commission approval if the process herein is followed. To the extent the Permit Plans, defined below in Section 7.3.3, indicate a representation Developable Square Footage or warranty of Landlord that such plans are adequate for any usecomparable figure, purpose, or condition, or that such plans comply with any applicable law or code, but it shall merely be the consent of Landlord same as the Developable Square Footage agreed to by the Final Plans. All changes Parties in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedthis Section 7.3.2.

Final Plans. No later than Upon completion of the Schematic Drawings as revised in accordance with Paragraph 2.1 above and Lessor’s approval of same, the Architect shall prepare final plans and specifications and working drawings (collectively the “Final Plans”) based upon and incorporating such Schematic Drawings as revised as provided hereinabove. Upon completion of the Final Plans, same shall be submitted to Lessor and Lessee for approval. If Lessor consents in writing thereto, such Final Plans may exclude certain finish specifications (such as, the color of paint or the color or design of wall or floor coverings) so long as such specifications are not needed in order to submit the Final Plans for Permits (as hereinafter defined) and so long as such specifications are delivered to Lessor for Lessor’s approval thereof within thirty (30) days following the approval after delivery to Lessor of the Preliminary Final Plans. Such finish specifications shall not be incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within ten (10) days after Lessee’s receipt of the Final Plans, Tenant Lessee shall submit notify Lessor and the Architect of the changes, if any, which Lessee desires to Landlord make to such Final Plans, which notice shall be in writing and shall identify with specificity the changes which Lessee desires to make and shall attach a proposed set copy of the Final Plans for approval initialed by LandlordLessee and showing the desired changes (the “Lessee’s Final Notice”). LandlordWithout Lessor’s approval of such proposed Final plans prior consent, which shall not be unreasonably withheld, conditioned withheld or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction Lessee shall not change any portion of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans which incorporate the improvements depicted in the Schematic Drawings, as soon as reasonably practicablerevised in accordance with Paragraph 2.1 above, or which is a natural progression of such improvements. The proposed Final Plans will be deemed to be complete and become Within a reasonable time following Lessor’s receipt of the Final Plans upon execution and Lessee’s Final Notice (but Lessor shall not be obligated to respond earlier than five (5) days nor later than ten (10) days after Lessor’s receipt of such Final Plans and Lessee’s Final Notice), Lessor shall approve or disapprove thereof (which disapproval shall be limited to a Design Problem) by Landlord and Tenant, and thereupon such written notice which shall identify with specificity the Design Problems as noted by Lessor (“Lessor’s Final Notice”). The Final Plans shall be deemed revised by the Architect to be a part of this Lease reflect those changes described in Lessee’s Final Notice which are not disapproved by Lessor and incorporated into this Lease by referencethose items set forth in Lessor’s Final Notice. Approval by Landlord of In such event, the Architect shall revise the Final Plans and then return them to Lessor and Lessee, which Lessor and Lessee shall not approve within three (3) days after receipt of same. This procedure shall be a representation repeated until the Final Plans are finally approved by Lessor and Lessee. The Final Plans may be submitted by Lessee in one or warranty of Landlord that more stages and at one or more times and Lessor’s approval shall apply with respect to each such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to portion submitted. The improvements depicted on the Final Plans. All changes in , as so revised, shall constitute the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall“Lessee Improvements.” At Lessor’s request, upon completion of the Tenant Improvementsrevised Final Plans, furnish Landlord with an accurateLessor and Lessee shall initial same, reproducible “as-built” plan thereby acknowledging their approval of the Tenant Improvements as constructedform of such Final Plans.

Final Plans. No later than thirty (30) days As soon as available following the approval of the Preliminary Final Space Plans, and in any event on or before April 30, 2001, Tenant shall submit furnish to Landlord a proposed set of Final Plans for Landlord's written approval by Landlord. Landlord’s (which approval of such proposed Final plans shall not be unreasonably withheld) working plans and specifications (the "Working Drawings") prepared by Xxxxxx's Architect for all of the improvements which Tenant desires to be constructed in the Premises; provided, conditioned however, that all mechanical, electrical and plumbing engineering drawings included in the Working Drawings shall be prepared by an engineer designated by Landlord, who shall be engaged by Xxxxxx ("Tenant's Engineer"). The Working Drawings shall show improvements that conform to the Final Space Plans (except to the extent specifically noted therein or delayedin accompanying specifications) and the Building Construction Standards, provided that (a) the Tenant Improvementsshall separately note any proposed structural work or extraordinary or supplemental electrical, as set forth on such plans, comply with all applicable governmental laws, codes, rulesplumbing or HVAC requirements, and regulations, and (b) such plans are sufficiently detailed shall be in sufficient detail as to allow enable the general contractor for the work to obtain all necessary governmental permits for construction of all of the Tenant Improvements improvements and to secure complete bids from qualified contractors to perform the work for all of the improvements to be constructed in a good and workmanlike mannerthe Premises. Landlord shall advise Tenant respond to the Working Drawings within ten (10) Business Days of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlordits receipt thereof. The proposed Final Plans Working Drawings shall identify any "long-lead" materials then be revised and re-submitted to Landlord and Landlord and known by Tenant or Xxxxxx's Architect. Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed respond promptly to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent written objections of Landlord to the Working Drawings and shall resubmit appropriately revised Working Drawings prepared by Xxxxxx's Architect within five (5) Business Days of Tenant's receipt of Landlord's written objections, and such resubmitted plans shall clearly indicate which portions of the plans are revised and which portions of the plans remain unchanged from the previously submitted plans. Landlord shall respond to resubmitted Working Drawings promptly. This procedure shall be followed until all objections have been resolved and the Working Drawings approved; provided however, that if Tenant has not submitted acceptable Working Drawings to Landlord on or before June 1, 2001, as such date shall be extended as provided below (the "Final Plans. All changes in Plan Date"), then each day beyond the Final Plans must receive Plan Date that Tenant has not submitted acceptable Working Drawings to Landlord shall constitute a day of Tenant Delay under Paragraph 4.e. below. If Landlord fails to provide any required consent or disapproval within the prior written approval applicable time period set forth this Paragraph 4.a., then the Final Plan Date shall be extended by one day for each day of Landlord, 's net delinquency (and in determining "net delinquency" each day of Landlord's delinquency in providing a required consent or disapproval under this Paragraph 4.a. shall be offset by each day, if any, prior to the event of applicable deadline that Landlord delivers any such other consent or disapproval required under this Paragraph 4. a.). The Working Drawings, as approved changein writing by Landlord, Tenant shall, upon completion of are hereinafter called the "Plans," and the work shown on the Plans is hereinafter called the "Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructed."

Final Plans. No later than On or before thirty (30) days following the approval date of the Preliminary Plansfull execution of this Lease, Tenant Landlord shall submit to Landlord Tenant a proposed set of Final Plans Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect, for the Tenant Improvements. Within five (5) business days after Tenant’s receipt of Landlord’s initial plans and specifications Tenant shall either: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord. Landlord’s approval of such proposed Final plans ); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be unreasonably withheldobligated to accept any revisions which Landlord shall reasonably determine: (i) do not conform to the standards of design, conditioned motif and decor reasonably established or delayedadopted by Landlord for the Building; (ii) would subject Landlord or the Premises to any additional cost, provided that expense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature of the Building; (aiii) would provide for or require any installation of work which is or might be unlawful, create an unsound or dangerous condition, adversely affect the structural soundness of the Premises or Building; (iv) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (v) is of a special use or nature with little or no residual value (unless Tenant Improvementsagrees to pay for such improvements and the removal thereof upon the expiration or earlier termination of this Lease). Landlord shall, within five (5) days thereafter, submit a set of proposed plans and specifications, as set forth on such plansso revised or corrected, comply to Tenant for its approval in accordance with all applicable governmental lawsthis paragraph, codes, rules, and regulations, and (b) such which plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall will then be revised considered the final plans so long as they have adequately addressed all revisions and re-submitted to Landlord and Landlord and corrections previously specified by Tenant shall agree upon and sign (the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructed."

Final Plans. No later than Prior to the Commencement Date, Tenant will prepare and deliver preliminary plans and specifications for the Project, substantially conforming with the preliminary Site Plan. The Port will review, inspect and approve the work related to the design at thirty percent (30) days following %), sixty percent (60%), and one hundred percent (100%). Tenant will prepare final plans and specifications substantially conforming with any preliminary plans previously approved by the Port and submit them to the Port for approval, which approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed. Any disapproval by the Port will be given by written notice to Tenant specifying the reasons for such disapproval. The Port will complete its review, provided that and provide notice of its approval or disapproval, within twentyten (2010) business days following its receipt of each phase of design submittals (plans and specifications) (30%, 60% and 100%) Tenant’s proposed final plans and specification, and the Port’s failure to timely respond shall be deemed the Port’s approval thereof. Notwithstanding the foregoing or anything to the contrary contained herein, (a) in no event shall the Tenant ImprovementsPort be permitted to disapprove any plans unless such plans materially deviate from the most recent previously approved plans (or Site Plan), as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulationsapplicable, and (b) such the Port hereby agrees that it may not disapprove any plans (or other instrument depicting the Project) based on a reduction of square footage, so long as the square footage does not decrease below the amount contemplated in the definition of Project set forth in Section 1.52. Notwithstanding the foregoing, the Port may require Tenant to modify any plans and specifications prepared for the Project to incorporate mitigation measures (if any) that are sufficiently detailed required by any Authority with jurisdiction over the Property or Project, in connection with the SEPA analysis for a Project permit or entitlement (including Master Plan approval) required by Tenant. Following approval by the Port, the final plans and specifications will be referred to allow construction as the “Final Plans.” In connection with the Port’s review and approval of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant the Parties shall agree upon a “Developable Square Footage” of the Property, which shall represent the area of the Property that, subject to regulations regarding setbacks, critical areas, wetlands, and sign applicable development regulations, can be used for development (the Final Plans as soon as reasonably practicableterms Developable Square Footage and “Developable Square Feet” shall be used interchangeably in this Agreement). In no event shall the Developable Square Footage be less than 862,488 square feet. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans Developable Square Footage shall be deemed used to be a part of calculate the Base Rent owed by Tenant pursuant to Article 4. The Parties shall execute an amendment to this Lease and incorporated into this Lease by reference. Approval by Landlord of Agreement memorializing the Final Plans Developable Square Footage, which amendment shall not be require Port of Seattle Commission approval if the process herein is followed. To the extent the Permit Plans, defined below in Section 7.3.3, indicate a representation Developable Square Footage or warranty of Landlord that such plans are adequate for any usecomparable figure, purpose, or condition, or that such plans comply with any applicable law or code, but it shall merely be the consent of Landlord same as the Developable Square Footage agreed to by the Final Plans. All changes Parties in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedthis Section 7.3.2.

Final Plans. No later than thirty (30) days As soon as is commercially reasonable following the approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans Plans shall not be unreasonably withheld, conditioned or delayed, provided unless such are inconsistent with the approved Preliminary Plans or reveal a Design Problem, in which event Landlord may disapprove of the Final Plans in its sole discretion. As used herein, a “Design Problem” means a condition that results, or may result, from the Final Plans that are proposed that, if implemented: (a1) the Tenant Improvements, as set forth on such plans, does or would not comply with all applicable governmental laws; (2) does or would not meet or exceed Building Standard; (3) would exceed the capacity, codesadversely affects, rulesis incompatible with, and regulationsor impairs Landlord’s ability to maintain, and operate, alter, modify or improve the Building; (b4) such plans are sufficiently detailed to allow construction would affect the exterior appearance of the Building or Common Areas; (5) would affect the Base Building, (6) violates any agreement affecting the Building; (7) costs materially more to demolish than Building Standard materials (unless Tenant Improvements is required or agrees to pay the cost thereof); (8) violates any insurance regulations or standards for a fire-resistive office building; or (9) locates any equipment, wiring, cabling or conduit or Tenant’s Personal Property on the roof of the Building or in a good and workmanlike mannerCommon Areas (e.g., areas of the Building intended for the common benefit of all tenants thereof). Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans within seven (7) days after Landlord’s receipt of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicableon or before April 15, 2010. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of LandlordLandlord as indicated above, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan accurate record drawings (in CADD file format) of the Tenant Improvements as constructed.

Final Plans. No later than thirty (301) days The plans for the Initial Tenant Improvements are attached hereto as Schedule 1 (the “Final Plans”). (2) As soon as reasonably practicable after the Effective Date, Landlord shall submit the Final Plans to at least three (3) subcontractors for the following primary trades, mechanical, plumbing, flooring, painting, ventilation, and carpentry in connection with the approval Initial Tenant Improvements Work, who shall be requested to submit a fixed price contract bid on a straight time basis. Due to the vague nature in the scope of the Preliminary Planselectrical work, which cost is not anticipated to exceed $10,000, Landlord will not bid that work to 3 contractors. The following “other” work, due to the anticipated low cost will not be bid to 3 contractors: (i) Refinishing of the stainless steel walk in box door; (ii) Laborers to remove furniture; (iii) Moving company to remove the glass washing machine; (iv) Stripping and Waxing of the VCT flooring; (v) Chemical hood commissioning; and (vi) Final cleaning. On or before the date the Lease is executed and delivered by both parties, Tenant shall submit have the right to provide Landlord with a proposed set list of Final Plans for approval by Landlord. subcontractors which Tenant desires to obtain bids from, which subcontractors shall be subject to Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike mannerreasonable approval. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree monitor the bidding process and jointly review the bids and shall adjust the bids based upon any inconsistent assumptions to reflect an “apple to apples” comparison. Within ten (10) Business Days following the joint review and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord adjustment of the Final Plans bids, Landlord shall not be pick the subcontractors to perform the Initial Tenant Improvements Work with Tenant’s involvement and Tenant shall approve the budget for Initial Tenant Improvements. Landlord may, at its election, designate a representation or warranty list of Landlord that such plans are adequate approved contractors and subcontractors for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent performance of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion those portions of the Tenant ImprovementsLandlord’s Base Building Work involving electrical, furnish Landlord with an accuratemechanical, reproducible “as-built” plan of plumbing, heating, air conditioning, ventilation, life safety or other Building systems, from which list the Tenant Improvements contractors or subcontractors, as constructedthe case may be, must be selected.

Final Plans. No later than On or before thirty (30) days following the approval date of the Preliminary Plansfull execution of this First Amendment to Lease, Tenant Landlord shall submit to Landlord a Tenant two (2) sets of Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect, for the Tenant Improvements. Within three (3) business days after receipt of Landlord’s plans and specifications Tenant shall either: (i) evidence its approval by endorsement on one (1) set of Final Plans for approval by said plans and specifications (and return such signed or initialed set to Landlord. Landlord’s approval of such proposed Final plans ); or (ii) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be unreasonably withheldobligated to accept any revisions which Landlord shall reasonably determine: (A) do not conform to the standards of design, conditioned motif and decor reasonably established or delayedadopted by Landlord for the Building; (B) would subject Landlord or the Premises to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature of the Building; (C) would provide for or require any installation of work which is or might be unlawful, create an unsound or dangerous condition, adversely affect the structural soundness of the Premises or Building; (D) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (E) is of a special use or nature with little or no residual value (unless Tenant agrees to pay for such improvements and the removal thereof upon the expiration or earlier termination of this Lease). Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed plans and specifications, as so revised or corrected, to Tenant for its approval in accordance with this paragraph, which plans will then be considered the final plans (the “Final Plans”). The Final Plans may subsequently be amended by Tenant provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of significant changes will require Landlord’s prior written approval, which approval shall be given or disapproval reasonably refused within five (5) business days after receipt of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant such amended plans and specify how any such disapproved item may be made acceptable to Landlordspecifications. The proposed Final Plans shall then be revised and re-submitted parties will work cooperatively to Landlord and Landlord and Tenant shall agree upon and sign complete the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written plan approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedprocess expeditiously.

Final Plans. No later On or before March 26, 1998, the parties shall agree ----------- upon final tenant layout drawings (the "TI Layout") which shall be consistent with the Base Building Specifications for the Shell and Core, except for the changes, if any, mutually agreed to be made thereto by the parties. On or before July 1, 1998, the parties shall agree upon final plans and specifications for the Tenant Improvements ("Final Tenant Plans") which shall be consistent with the Preliminary Plans and the TI Layout, except for the changes, if any, mutually agreed to be made thereto by the parties. Included in the Final Tenant Plans will be the architectural, mechanical, electrical, plumbing and structural plans for the Tenant Improvements. Notwithstanding anything to the contrary contained in this Work Letter or in the Lease, the Tenant Improvements shall include improvement of one hundred percent (100%) of the rentable square footage (as hereinafter defined) of the Building with heating, ventilation and air conditioning, electrical distribution, lighting, dropped ceilings and floor coverings with systems and materials which shall be of equal or greater quality than thirty comparable standard first class office space, and the Final Tenant Plans shall include civil, architectural and structural plans therefor. On or before July 1, 1998, the parties shall agree upon final plans and specifications for the Shell and Core (30"Final Landlord Plans") days following the approval of which shall be consistent with the Preliminary Plans, except for the changes, if any, mutually agreed to be made thereto by the parties. Included in the Final Landlord Plans shall be the civil, architectural and structural plans for the Shell and Core and the landscape plan for the Premises. The Final Tenant shall submit Plans and the Final Landlord Plans are hereinafter referred to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that (a) as the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed "Final Plans. If ." When the Final Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Plans have been approved by Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans , Landlord's Architect shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign promptly submit the Final Landlord Plans as soon as reasonably practicableto the appropriate governmental agencies for plan checking and the issuance of a building permit for the Shell and Core. The proposed Final Plans will be deemed to be complete and become Likewise, when the Final Tenant Plans upon execution thereof have been approved by Landlord and Tenant, Tenant's Architect shall promptly submit the Final Tenant Plans to the appropriate governmental agencies for plan checking and thereupon the issuance of a building permit for the Tenant Improvements. Landlord acknowledges and agrees that Landlord's Architect shall be solely responsible for obtaining the building permit for the Shell and Core. Tenant acknowledges and agrees that Tenant's Architect shall be solely responsible for obtaining the building permit for the Tenant Improvements. Landlord's Architect shall perform its work, including obtaining the building permit for the Shell and Core, in a timely manner which does not cause any delay in the Substantial Completion of the Improvements in accordance with the Project Schedule. Tenant's Architect shall perform its work, including obtaining the building permit for the Tenant Improvements, in a timely manner which does not cause any delay in the Substantial Completion of the Improvements in accordance with the Project Schedule. Landlord shall make available to Tenant at the "Meetings," as that term is defined in Section 14 of this Work Letter, below, and upon reasonable prior notice to Landlord at such Final Plans other times as Tenant may reasonably request, and Tenant shall have the right to review, Landlord's Architect's invoices, provided that if Tenant fails to object to such Landlord's Architect's invoices prior to Landlord's payment of the same in the ordinary course of Landlord's business, then Tenant shall be deemed to be a part have approved payment of this Lease such Landlord's Architect's invoices. Landlord shall pay such invoices by direct payment to Landlord's Architect and incorporated into this Lease by reference. Approval the total amount of all such payments made by Landlord to Landlord's Architect shall be included in Total Construction Costs. Tenant's Architect shall submit its invoices to Tenant for review and approval, and Tenant shall thereafter submit such invoices to Landlord. Landlord shall pay such approved invoices by direct payment to Tenant's Architect and the total amount of the Final Plans shall not be a representation or warranty of Landlord that all such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of payments made by Landlord to Tenant's Architect shall be debited from the Final Plans. All changes Allowance in the Final Plans must receive the prior written approval of Landlordaccordance with Section 9, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedbelow.

Final Plans. No later than thirty (30) days following the approval of the Preliminary PlansOn or before October 1, 2008, Tenant shall submit to and its collaborating architect will provide Landlord a proposed set of Final Plans and Opus A&E with the preliminary plans and specifications for approval by Landlordthe Tenant’s Improvements. Landlord’s approval of such proposed Final Such plans shall not be unreasonably withheld, conditioned or delayed, provided that and specifications must (a) be compatible with the Tenant Improvements, as set forth Landlord’s Improvements described on such plans, comply with all applicable governmental laws, codes, rules, EXHIBIT “F” and regulations, and EXHIBIT “F-1” (b) such plans are sufficiently detailed to allow construction show, in reasonable detail, the design and appearance of the Tenant Improvements finishing material Landlord will use in a good connection with installing Tenant’s Improvements; and workmanlike manner(c) contain such other detail or description as may be necessary for Landlord to adequately define the scope of Tenant’s Improvements. Landlord will approve or disapprove the plans and specifications in writing within ten (10) Business Days after receiving the same (provided any delays in responding beyond such time period by Landlord shall advise not constitute a Tenant of Landlord’s approval or disapproval of Delay hereunder). Once the proposed Final Plans. If Landlord disapproves any aspect of preliminary plans and specifications are approved by the proposed Final Plansparties, Landlord and its architect Opus A&E shall so notify Tenant prepare the final plants and specify how any specifications based upon such disapproved item may be made acceptable to Landlordapproved preliminary plans and specifications. The proposed Final Plans shall then be revised final plans and re-submitted to Landlord and specifications mutually approved by Landlord and Tenant shall agree upon be referred to herein as the “Final Plans.” If Landlord and sign Tenant fail to mutually approve the Final Plans on or before October 23, 2008 (as soon as reasonably practicable. The proposed Final Plans will be deemed a result of Tenant’s failure to be complete and become timely comply with the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part terms of this Lease or due to any other Tenant Delay), then such delay is a Tenant Delay and incorporated into this Lease by reference. Approval will cause the Tenant’s Improvements to not be substantially completed by Landlord of the Final Plans shall not be by December 1, 2008. As provided above, a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes delay in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant ImprovementsLandlord’s Improvements and/or the Tenant’s Improvements will not delay the Commencement Date, furnish Landlord with an accuratewhich is fixed at December 1, reproducible “as-built” plan of the Tenant Improvements as constructed2008.

Final Plans. No later than thirty Landlord and Tenant will cooperate with each other in the development of final construction drawings and specifications for the Initial Improvements (30collectively, "Final Plans") days following consistent with the approval Preliminary Plans , with the goal of having Final Plans completed by April 2, 1997. When Landlord requests Tenant to specify details or layouts or approve any portion of the Preliminary Final Plans, Tenant shall submit promptly specify or approve or disapprove same within 3 business days thereafter so as not to delay completion of the Final Plans. Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheldobligated to agree to any refinement, conditioned substitution, change or delayedaddition to the Preliminary Plans and any plans subsequently approved by the parties if in the judgment of Landlord the requested refinement, provided that change, substitution or addition would have an adverse effect on the quality, useful life, value, functionality or costs of operating or maintaining the Initial Improvements or would result in failure to meet a date in the Schedule (adefined in Paragraph 1(c) below) or increase the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction cost of the Tenant Improvements in a good and workmanlike mannerInitial Improvements. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final PlansOtherwise, Landlord shall so notify Tenant and specify how not unreasonably disapprove any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenantrefinement, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation change, substitution or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord addition to the Final Plans. All changes in Tenant's right to disapprove the proposed Final Plans shall be limited to material inconsistencies with the Preliminary Plans and noncompliance with or violation of applicable laws, codes, ordinances or other legal requirements. Landlord may submit the Final Plans must receive the prior written approval of Landlord, in stages and in the event of any such approved change, Tenant shall, upon completion of separately for the Tenant Improvements, furnish Landlord with an accurateand Building and Sitework, reproducible “as-built” plan in which case the approval procedure shall apply to each stage or portion. Any delay in the completion of the Final Plans caused by any Tenant Improvements failure to respond within the required time to Landlord's requests shall be a Tenant Caused Delay (as constructedhereinafter defined).

Final Plans. No later than thirty (30) days following the Upon approval by Landlord of the Preliminary Plans, Tenant shall arrange for Tenant's Architect to prepare final plans and specifications (the "Final Plans") for the Tenant Improvements in the Building. The Final Plans shall consist of complete architectural plans and specifications necessary to allow Tenant's Contractor to obtain all necessary permits and build the Tenant Improvements in the Building. The Final Plans shall substantially conform with the Preliminary Plans, shall include working drawings for all mechanical, electrical and plumbing work, partitions and doors, complete fixturing information, and material selections and finishes, and shall conform in all respects to the Building Standards, except to the extent provided under PARAGRAPH 3(a) of this Work Letter. Tenant shall submit the Final Plans to Landlord a proposed set of Final Plans for its review and approval by Landlord. Landlord’s as soon as reasonably possible, which approval of such proposed Final plans shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided that (a) the Tenant Improvements, as set forth on and which approval shall be granted if such plans, Final Plans substantially comply with all applicable governmental laws, codes, rules, and regulations, and the Preliminary Plans approved by Landlord. Within ten (b10) such plans are sufficiently detailed to allow construction business days after receipt of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable approve or suggest modifications to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicable. The and designate those Tenant Improvements proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans Tenant which Tenant shall be deemed required to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord remove at the expiration or earlier termination of the Final Plans shall not be a representation Lease in accordance with PARAGRAPH 7(d) of the Lease; provided that Landlord may have such additional time to respond to Tenant as needed for Landlord's architect and other consultants to review and approve or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to disapprove the Final Plans. All changes in Tenant shall incorporate Landlord's suggested modifications to the Final Plans must receive (to the prior written approval extent acceptable to Tenant) or otherwise revise the Final Plans and resubmit the Final Plans to Landlord for Landlord's review and approval, which shall be provided within ten (10) business days following submission of such revised Final Plans; provided, that Landlord may have such additional time to respond to Tenant as needed for Landlord, 's architect and in other consultants to review and approve or disapprove the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedrevised Final Plans.

Final Plans. No later than Upon completion of the Schematic Drawings as revised in accordance with Paragraph 2.1 above, the Architect shall prepare final plans and specifications and working drawings (collectively the "Final Plans") based upon and incorporating such Schematic Drawings as revised as provided hereinabove. Upon a date to be mutually agreed upon by Lessor, Lessee and Architect (approximately at that point in time where the Final Plans shall be two-thirds complete) the parties and Architect shall meet to review the progress of the Final Plans, which shall be submitted to Lessor and Lessee for approval. If Lessee and Lessor consent in writing thereto, such Final Plans may exclude certain finish specifications (such as, the color of paint or the color or design of wall or floor coverings) so long as such specifications are not needed in order to submit the Final Plans for Permits (as hereinafter defined) and so long as such specifications are delivered to Lessor for Lessor's approval thereof within thirty (30) days following the approval after delivery to Lessor of the Preliminary Final Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans Such finish specifications shall not be unreasonably withheld, conditioned or delayed, provided that incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within five (a5) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction business days after Lessee's receipt of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord Lessee shall so notify Tenant Lessor and specify how any the Architect of the changes, if any, which Lessee desires to make to such disapproved item may Final Plans, which notice shall be made acceptable in writing and shall identify with specificity the changes which Lessee desires to Landlord. The proposed Final Plans make and shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign attach a copy of the Final Plans as soon as reasonably practicableinitialed by Lessee and showing the desired changes (the "Lessee's Final Notice"). The proposed Final Plans will be deemed to be complete and become Lessee shall not change any portion of the Final Plans upon execution thereof by Landlord which incorporate the improvements depicted in the Schematic Drawings, as revised in accordance with Paragraph 2.1 above, or which is a natural progression of such improvements. Within five (5) business days following Lessor's receipt of the Final Plans and TenantLessee's Final Notice, Lessor shall approve or disapprove thereof. If Lessor disapproves, Lessor shall identify in writing and thereupon such with specificity the reason for Lessor's disapproval. The Final Plans shall be deemed revised by the Architect to be a part of this Lease reflect those changes described in Lessee's Final Notice which are not disapproved by Lessor and incorporated into this Lease by referencesuch other items needed to satisfy Lessor's objections thereto. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to The improvements depicted on the Final Plans. All changes in , as so revised, shall constitute the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon "Lessee Improvements." Upon completion of the Tenant Improvementsrevised Final Plans, furnish Landlord with an accurateLessor and Lessee shall initial same, reproducible “as-built” plan thereby acknowledging their approval of the Tenant Improvements as constructedform of such Final Plans.

Final Plans. No later than Upon completion of the Schematic Drawings as revised in accordance with Paragraph 2.1 above, the Architect shall prepare final plans and specifications and working drawings (collectively the “Final Plans”) based upon and incorporating such Schematic Drawings as revised as provided hereinabove. Upon completion of the Final Plans, same shall be submitted to Lessor and Lessee for approval. If Lessor consents in writing thereto, such Final Plans may exclude certain finish specifications (such as, the color of paint or the color or design of wall or floor coverings) so long as such specifications are not needed in order to submit the Final Plans for Permits (as hereinafter defined) and so long as such specifications are delivered to Lessor for Lessor’s approval thereof within thirty (30) days following the approval after delivery to Lessor of the Preliminary Final Plans. Such finish specifications shall not be incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within ten (10) days after Lessee’s receipt of the Final Plans, Tenant Lessee shall submit notify Lessor and the Architect of the changes, if any, which Lessee desires to Landlord make to such Final Plans, which notice shall be in writing and shall identify with specificity the changes which Lessee desires to make and shall attach a proposed set copy of the Final Plans for approval initialed by LandlordLessee and showing the desired changes (the “Lessee’s Final Notice”). LandlordWithout Lessor’s approval of such proposed Final plans prior consent, which shall not be unreasonably withheld, conditioned withheld or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction Lessee shall not change any portion of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans which incorporate the improvements depicted in the Schematic Drawings, as soon as reasonably practicablerevised in accordance with Paragraph 2.1 above, or which is a natural progression of such improvements. The proposed Final Plans will be deemed to be complete and become Within a reasonable time following Lessor’s receipt of the Final Plans upon execution thereof by Landlord and TenantLessee’s Final Notice (but Lessor shall not be obligated to respond earlier than ten (10) days after Lessor’s receipt of such Final Plans and Lessee’s Final Notice), Lessor shall approve or disapprove thereof. If Lessor disapproves, Lessor shall identify in writing and with specificity the reason for Lessor’s disapproval, and thereupon such the Final Plans shall be deemed revised by the Architect to be a part of this Lease reflect those changes described in Lessee’s Final Notice which are not disapproved by Lessor and incorporated into this Lease by referencesuch other items needed to satisfy Lessor’s objections thereto. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to The improvements depicted on the Final Plans. All changes in , as so revised, shall constitute the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall“Lessee Improvements.” At Lessor’s request, upon completion of the Tenant Improvementsrevised Final Plans, furnish Landlord with an accurateLessor and Lessee shall initial same, reproducible “as-built” plan thereby acknowledging their approval of the Tenant Improvements as constructedform of such Final Plans.

Final Plans. No later than thirty Lessor shall prepare or cause to be prepared (30) days following the approval of the Preliminary Plans, Tenant shall submit to Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that (a) the Tenant ImprovementsDES Architects and Engineers, as set forth on such plans, comply with all applicable governmental laws, codes, rulesarchitect, and regulations, Xxx Xxxx. as structural engineer) final plans and (b) such specifications for the Lessee Improvements. “Plans” shall hereinafter mean final plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item as may be made acceptable changed from time to Landlordtime in accordance with Paragraph 7 below. The proposed Final All Plans shall then be revised and re-submitted delivered to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans Lessee as soon as reasonably practicablepossible from the date hereof, subject, however to periods of delay encountered by Lessor in the preparation of Plans resulting from requests by Lessee for changes in the Plans subsequent to the date hereof. Lessor and Lessee hereby agree to act with diligence to cause the Plans to be approved and signed by the parties, in duplicate, as soon as possible, but in no event more than 10 days, after delivery of the Plans to Lessee. Following such approval and execution of the Plans changes may be made only in accordance with Paragraph 7 below. In the event that Lessee fails to approve the Plans pursuant to the provisions of this Paragraph 2 and as a result of such failure this Lease is terminated, unless such failure is due to Lessor’s unreasonable act or omission, Lessee agrees to indemnify Lessor for any and all nonreimbursed expenses, including, but not limited to, architects’ fees, engineering fees, non-refundable good faith deposits and attorney’s fees incurred by Lessor in connection with the preparation of the Plans and construction of the Premises. 3. CONTRACTING PROCESS/IMPROVEMENT BUDGET: Lessor, acting through Xxxx Xxxxxxx, and Lessee, acting through Xxx Xxxxxxxxxx of Xxxxxxxx Xxxx Company (the “Lessor and Lessee Representatives”), will, as soon as reasonably possible after approval of the Plans by both parties, agree on a general contractor to build the Lessee Improvements under the terms of a guaranteed maximum price contract. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans general contractor shall be deemed chosen after the Lessee Improvements project is bid by at least three (3) general contractors chosen by Lessor and Lessee. The successful bid will not necessarily be the lowest in fee alone, but rather the one providing the best overall value in the judgment of the Lessor and Lessee Representatives. The bids shall include the use of the subcontractors chosen by the parties, as provided for in the following paragraph. Lessor shall enter into a guaranteed maximum price contract with the chosen general contractor for the construction of the Lessee Improvements in accordance with the approved budget attached to the contract (the “Improvement Budget”). The Improvement Budget shall be a part detailed estimate of the Costs of the Lessee Improvements, which “Costs” shall include, in addition to specific work, those elements described in the definition of “costs” set forth in Paragraph 4 below. In no event shall the final Improvement Budget exceed the Improvement Allowance (as hereinafter defined) without Lessee’s prior written consent. Changes to the final Improvement Budget may be made only in accordance with Paragraph 8 below. As soon as possible after execution of this Lease by both parties and incorporated into this Lease by reference. Approval by Landlord selection of a general contractor, the Lessor and Lessee Representatives shall submit bid specifications to not less than two (2) agreed upon design build subcontractors for each of the Final Plans mechanical, electrical and plumbing work requirements of the project and shall not be a representation or warranty choose one such contractor for each area of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Planswork. All changes in other subcontracted trades shall be competitively bid to at least three (3) qualified subcontractors by the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedchosen general contractor.

Final Plans. No The Final Plans and specifications for the Improvements and a Schedule therefor (the “Final Plans”) shall be prepared by Tenant at its sole cost and expense and shall comply with the Guidelines and the requirements of the TAA process as the same may be amended from time to time. Tenant shall submit, to Landlord for Landlord’s approval with the Tenant Alteration Application (as provided in Section 6.5 hereof) no later than sixty (60) days after the Term Commencement Date, plans and specifications for Tenant’s Improvements which are at least ninety percent (90%) complete and shall diligently complete any unfinished elements thereof as soon thereafter as possible. Landlord shall use reasonable efforts to review such submissions within the thirty (30) days day period following such submission, and shall notify Tenant in writing, from time to time, as soon as practicable, in what respects such plans and specifications are not in conformity with the approval requirements of the Preliminary Plans, Landlord or this Lease (“Landlord Disapproval Notice”). Tenant shall submit within five (5) days of its receipt of a Landlord Disapproval Notice revise such plans and specifications as required by Landlord or respond in such other manner as may be appropriate under the circumstances to satisfy Landlord. The resubmission of revised plans and specifications shall be subject to review and approval by Landlord a proposed set in accordance with the procedures provided herein for the original submission of Final Plans for approval plans and specifications until the plans and specifications have been finally approved in writing by Landlord. LandlordSuch plans and specifications approved by Landlord shall constitute the “Final Plans” for purposes hereof; and such written approval by Landlord shall constitute the “TAA Approval” of Tenant’s approval of such proposed Final plans Improvements for purposes hereof. Tenant shall not be unreasonably withheld, conditioned or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed make any material modification to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign the Final Plans as soon as reasonably practicablewithout Landlord’s prior written consent. The proposed Final Plans will be deemed to be complete and become Upon approval, the Final Plans upon execution thereof by Landlord and Tenant, and thereupon such Final Plans shall be deemed to attached hereto as Exhibit B. Tenant’s Initial Improvements shall be a part of this Lease compatible and incorporated into this Lease by reference. Approval by Landlord in harmony with physical and operational features of the Final Plans shall site and developed to achieve not be less than a representation or warranty LEED GOLD Certification (United States Green Building Council) as well as meeting the MA LEED PLUS standard as established by the Commonwealth of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedMassachusetts.

Final Plans. No later than Within thirty (30) days following the after any approval by both Landlord and Tenant of the Preliminary Expansion Plans, the Preliminary Budget and the Preliminary Schedule pursuant to Section 27.3, Landlord shall cause to be prepared: (i) final plans, drawings and specifications for the Expansion Premises (the "Final Expansion Plans") prepared, based on and in substantial accordance with the Preliminary Expansion Plans, and designating any items required to be constructed or installed by Tenant shall submit at its own cost and expense ("Tenant's Work"); (ii) a comprehensive budget for the construction of the Expansion Premises (the "Expansion Budget"); and (iii)a comprehensive schedule for the Construction of the Expansion Premises (the "Expansion Schedule"; the Final Expansion Plans, the Expansion Budget and the Expansion Schedule being referred to herein collectively as the "Expansion Documents"). Landlord a proposed set of Final Plans shall, within said thirty (30) day period, deliver the Expansion Documents to Tenant for its approval, which approval by Landlord. Landlord’s approval of such proposed Final plans shall not be unreasonably withheld. Tenant shall notify Landlord, conditioned in writing, of Tenant's approval or delayed, provided that (a) the Tenant Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction dixxxxxxval of the Expansion Documents within thirty (30) days after Tenant's receipt thereox. Xx Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval disapproves any of the proposed Final Plans. If Landlord disapproves Expansion Documents,or any aspect of the proposed Final Plansmodification thereof, Landlord shall so notify cause thesame to be modified in such respects as Landlord deems appropriate and resubmitted to Tenant within fifteen (15)days after receipt of Tenant's notice of disaxxxxxxl. In the event that Tenant,acting reasonably and specify how any such disapproved item may in good faith, fails to approve all of the Expansion Documents within one hundred eighty (180) days after delivery of the Expansion Notice, then the Expansion Notice shall automatically be made acceptable to Landlord. The proposed Final Plans shall then be revised deemed withdrawn,and re-submitted to Landlord rendered null and Landlord void and Tenant shall agree upon pay to Landlord as Additional Rent, promptly following demand, an amount equal to all costs and sign expenses reasonably paid or incurred by Landlord in connection with Tenant's exercise of the Final Plans as soon as reasonably practicableExpansion Option, including, without limitati on, fees of architects, engineers and consultants involved in Landlord's review and approval of the Preliminary Expansion Plans, preparation of the Expansion Documents,the costs associated with preparing and negotiating the Amendment Terms, and any option or similar fees; provided, however, that Tenant may later deliver an Expansion Notice if Tenant later desires to attempt to exercise the Expansion Option, in which case the terms and conditions of this Section shall again apply. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof Expansion Documents, if approved by Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of will supercede the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Preliminary Expansion Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructed.

Final Plans. No The Final Plans and specifications for Tenant’s Improvements and a Schedule therefor (the “Final Plans”) shall comply with the requirements of Landlord’s Tenant Alteration Application Process (the “TAA Process”) as the same may be amended from time to time. Tenant shall submit, to Landlord for Landlord’s approval with the Tenant Alteration Application (as provided in Section 6.5 hereof) no later than sixty (60) days after the Term Commencement Date, plans and specifications for Tenant’s Improvements which are at least ninety percent (90%) complete and shall diligently complete any unfinished elements thereof as soon thereafter as possible. Landlord shall use reasonable efforts to review such submissions within the thirty (30) days day period following such submission, and shall notify Tenant in writing, from time to time, as soon as practicable, in what respects such plans and specifications are not in conformity with the approval requirements of the Preliminary Plans, Landlord or this Lease (“Landlord Disapproval Notice”). Tenant shall submit within five (5) days of its receipt of a Landlord Disapproval Notice revise such plans and specifications as required by Landlord or respond in such other manner as may be appropriate under the circumstances to satisfy Landlord. The resubmission of revised plans and specifications shall be subject to review and approval by Landlord a proposed set in accordance with the procedures provided herein for the original submission of Final Plans for approval plans and specifications until the plans and specifications have been finally approved in writing by Landlord. Such plans and specifications approved by Landlord shall constitute the “Final Plans” for purposes hereof; and such written approval by Landlord shall constitute the “TAA Approval” of Tenant’s Improvements for purposes hereof. Tenant shall not make any material modification to the Final Plans without Landlord’s approval prior written consent. Upon approval, the Final Plans shall be attached hereto as Exhibit B. Prior to commencement of such proposed Final plans shall not be unreasonably withheld, conditioned or delayed, provided that (a) the Tenant construction of Tenant’s Improvements, as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (b) such plans are sufficiently detailed to allow construction of the Tenant Improvements in a good and workmanlike manner. Landlord shall advise Tenant of Landlord’s approval or disapproval of have approved the proposed Final Plans. If Landlord disapproves Tenant fails to comply with the time lines herein provided, in addition to any aspect other remedy available to Landlord, for each day of the proposed Final Plansdelay by Tenant, Landlord shall so notify Tenant and specify how any such disapproved item may be made acceptable elect to Landlord. The proposed Final Plans shall then be revised and re-submitted to Landlord and Landlord and Tenant shall agree upon and sign accelerate the Final Plans as soon as reasonably practicable. The proposed Final Plans will be deemed to be complete and become the Final Plans upon execution thereof Completion Date by Landlord and Tenant, and thereupon one such Final Plans shall be deemed to be a part of this Lease and incorporated into this Lease by reference. Approval by Landlord of the Final Plans shall not be a representation or warranty of Landlord that such plans are adequate for any use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord to the Final Plans. All changes in the Final Plans must receive the prior written approval of Landlord, and in the event of any such approved change, Tenant shall, upon completion of the Tenant Improvements, furnish Landlord with an accurate, reproducible “as-built” plan of the Tenant Improvements as constructedday.