Common use of Final Plans Clause in Contracts

Final Plans. On or before thirty (30) days following the date of full execution of this Lease, Landlord shall submit to 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: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiously.

Final Plans. On or before No later than thirty (30) days following the date approval of full execution of this Leasethe Preliminary Plans, Landlord Tenant shall submit to Tenant two (2) sets Landlord a proposed set of Final Plans for approval by Landlord. Landlord’s approval of such proposed space and construction Final plans and specifications prepared by Landlord’s architectshall not be unreasonably withheld, for conditioned or delayed, provided that (a) the Tenant Improvements, Within three as set forth on such plans, comply with all applicable governmental laws, codes, rules, and regulations, and (3b) business days after receipt 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 plans approval or disapproval of the proposed Final Plans. If Landlord disapproves any aspect of the proposed Final Plans, Landlord shall so notify Tenant and specifications 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 either: (a) evidence its approval 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 endorsement on one (1) set Landlord and Tenant, and thereupon such Final Plans shall be deemed to be a part of said plans this Lease and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and incorporated into this Lease by reference. Approval by Landlord of the reasons therefor; provided Landlord Final Plans shall not be obligated to accept a representation or warranty of Landlord that such plans are adequate for any revisions which use, purpose, or condition, or that such plans comply with any applicable law or code, but shall merely be the consent of Landlord shall reasonably determine: (i) do not conform to the standards Final Plans. All changes in the Final Plans must receive the prior written approval of designLandlord, motif and decor reasonably established or adopted by Landlord for in the Building; (ii) would subject Landlord or the Premises to event of any additional costsuch approved change, expenseTenant shall, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature upon completion of the Building; (iii) would provide for or require any installation of work which is or might be unlawfulTenant Improvements, create furnish Landlord with an unsound or dangerous conditionaccurate, adversely affect the structural soundness reproducible “as-built” plan 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 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, Improvements 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyconstructed.

Final Plans. On or before thirty (30) days following the date of full execution of this First Amendment to Lease, Landlord shall submit to 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: (ai) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (bii) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be obligated to accept any revisions which Landlord shall reasonably determine: (iA) do not conform to the standards of design, motif and decor reasonably established or adopted by Landlord for the Building; (iiB) 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; (iiiC) 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; (ivD) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (vE) 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined)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 Final Plans and (b) obtained all applicable building permits.

Final Plans. On or before thirty (301) days Promptly following the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space approval of the Preliminary Drawings, Tenant shall be solely responsible for the timely preparation and submission to Landlord of all architectural, electrical and mechanical construction drawings, plans and specifications necessary to construct the Tenant’s Work, which plans shall be prepared consistent with the approved Preliminary Drawings (collectively, the “Working Drawings”). Tenant shall provide a complete set of the Working Drawings to Landlord for its review and approval by no later than sixty (60) days after the Landlord’s architect, for the Tenant Improvements, 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 of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; Preliminary Drawings (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 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“Working Drawings Outside Date”). Landlord shall, shall approve or provide reasonable detail of its disapproval of such Working Drawings within five (5) days thereafterBusiness Days, submit four such approval not to be unreasonably withheld, conditioned or delayed. If Landlord denies approval, Tenant shall cause the Working Drawings to be revised and resubmitted to Landlord within five (45) sets Business Days. Landlord shall then have three (3) Business Days to approve or provide reasonable detail of proposed plans and specificationsits disapproval of such revised Working Drawings. If Landlord denies approval, such process will continue until Landlord’s approval of the Working Drawings is provided. If Landlord fails to approve or deny approval within the time periods set forth above, Landlord shall be deemed to have approved the Working Drawings in the form to which Landlord did not respond. The Working Drawings as so revised or corrected, to Tenant for its approval approved in accordance with this paragraph, which plans will then be considered the final plans (subsection are referred to as the “Final Plans”). The Landlord and Tenant agree that promptly following the approval of the Final Plans, Landlord and Tenant shall mutually agree upon the TW Delivery Date in accordance with the provisions of Section 2(g) of the Second Amendment. (2) Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design of Tenant’s Preliminary Drawings, Working Drawings and Final Plans may subsequently be amended by Tenant provided that significant changes will require (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Second Expansion Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s prior written approvalapproval of Tenant’s Preliminary Drawings, which Working Drawings and Final Plans shall in no event relieve Tenant of the responsibility for such design. Tenant covenants and agrees to use commercially reasonable efforts to cause (x) the Preliminary Drawings to be provided to the Landlord for its review and approval by no later than the Preliminary Drawings Outside Date, and (y) the Working Drawings shall be given or reasonably refused provided to Landlord for its review and approval by no later than the Working Drawings Outside Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the Preliminary Drawings and/or the Working Drawings within five (5) business days after receipt of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined)required time limit. The parties will work cooperatively agree that in no event shall Tenant’s failure to complete comply with the plan timing requirements contained in this Exhibit “B”, constitute a default by Tenant under the Lease. (3) Subject to Section F below, Landlord shall act as construction manager with respect to the Tenant’s Work. The parties acknowledge that there shall be no general contractor for the Tenant’s Work, and Landlord shall enter into direct contracts with subcontractors for each of the trades necessary to perform the Tenant’s Work. Promptly following approval of the Final Plans, Landlord shall submit the Final Plans to at least three (3) subcontractors for each of the trades necessary to perform the Tenant’s Work, who shall be requested to submit a fixed price contract bid on a straight time basis. Prior to approval of the Final Plans, Tenant shall have the right to provide Landlord with a list of subcontractors which Tenant desires to obtain bids from (one for each trade), which subcontractors shall be subject to Landlord’s reasonable approval. Landlord and Tenant shall monitor the bidding process expeditiouslyand 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 adjustment of the bids, Landlord and Tenant shall pick the subcontractors to perform the Tenant’s Work, and Tenant shall approve the budget for the Tenant’s Work (the “Approved Budget”). Thereafter, Landlord shall enter into fixed price contracts with such subcontractors consistent with the Approved Budget (the “Contracts”), which Contracts shall be subject to Tenant’s reasonable approval, shall include the insurance requirements set forth in Schedule 1 hereto and shall be assignable to Tenant, or its designee without consent of the subcontractors. Tenant shall approve or provide reasonable detail of its disapproval of any Contract within three (3) Business Days after Tenant’s receipt, such approval not to be unreasonably withheld, conditioned or delayed. Landlord may, at its election, designate a list of approved subcontractors for the performance of those portions of the Tenant’s Work involving electrical, mechanical, plumbing, heating, air conditioning, ventilation, life safety or other Building systems, from which list the subcontractors, as the case may be, must be selected.

Final Plans. On or before thirty (30) days following the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets a set of Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect, for the Tenant Improvements, . Within three five (35) 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 a set 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 so long as they have adequately addressed all revisions and corrections previously specified by Tenant (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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiously."

Final Plans. On 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 before 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 after delivery to Lessor of the date of full execution of this Lease, Landlord Final Plans. Such finish specifications shall submit to Tenant two not be incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within ten (210) 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 Lessee’s receipt of Landlord’s plans and specifications Tenant the Final Plans, Lessee 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); or (b) indicate those revisions or corrections which Tenant requires notify Lessor and the reasons therefor; provided Landlord Architect of the changes, if any, which Lessee desires to 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 copy of the Final Plans initialed by Lessee and showing the desired changes (the “Lessee’s Final Notice”). Without Lessor’s prior consent, which shall not be unreasonably withheld or delayed, Lessee shall not change any portion of the Final Plans 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 a reasonable time following Lessor’s receipt of the Final Plans and Lessee’s Final Notice (but Lessor shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 respond earlier termination of this Lease). Landlord shall, within than five (5) days thereafternor later than ten (10) days after Lessor’s receipt of such Final Plans and Lessee’s Final Notice), submit four Lessor shall approve or disapprove thereof (4which disapproval shall be limited to a Design Problem) sets of proposed plans and specifications, by written notice which shall identify with specificity the Design Problems as so revised or corrected, to Tenant for its approval in accordance with this paragraph, which plans will then be considered the final plans noted by Lessor (the “Lessor’s Final PlansNotice”). The Final Plans may subsequently shall be amended revised by Tenant provided that significant the Architect to reflect those changes will require Landlorddescribed in Lessee’s prior written approvalFinal Notice which are not disapproved by Lessor and those items set forth in Lessor’s Final Notice. In such event, the Architect shall revise the Final Plans and then return them to Lessor and Lessee, which approval Lessor and Lessee shall be given or reasonably refused approve within five three (53) business days after receipt of same. This procedure shall be repeated until the Final Plans are finally approved by Lessor and Lessee. The Final Plans may be submitted by Lessee in one or more stages and at one or more times and Lessor’s approval shall apply with respect to each such amended plans and specifications andportion submitted. The improvements depicted on the Final Plans, provided further that if such change order will delay as so revised, shall constitute the anticipated Commencement Date specified in Section 1 “Lessee Improvements.” At Lessor’s request, upon completion of the Lease revised Final Plans, Lessor and Lessee shall initial same, thereby acknowledging their approval of the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyform of such Final Plans.

Final Plans. On 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 shall not be unreasonably withheld, conditioned or before thirty delayed, 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: (301) does or would not comply with applicable laws; (2) does or would not meet or exceed Building Standard; (3) would exceed the capacity, adversely affects, is incompatible with, or impairs Landlord’s ability to maintain, operate, alter, modify or improve the Building; (4) 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 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 Common 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 following after Landlord’s receipt of the date proposed Final Plans. If Landlord disapproves any aspect of full execution of this Leasethe proposed Final Plans, Landlord shall submit 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 two (2) sets shall agree upon and sign the Final Plans on 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 Landlord’s proposed space this Lease and construction 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 as indicated above, and specifications prepared by Landlord’s architectin the event of any such approved change, for Tenant shall, upon completion of the Tenant Improvements, Within three furnish Landlord with accurate record drawings (3in CADD file format) business days after receipt of Landlord’s 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 and specifications, Improvements 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyconstructed.

Final Plans. On or before thirty (30) days following the date of full execution of this First Amendment to Lease, Landlord shall submit to 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: (ai) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (bii) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be obligated to accept any revisions which Landlord shall reasonably determine: (iA) do not conform to the standards of design, motif and decor reasonably established or adopted by Landlord for the Building; (iiB) 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; (iiiC) 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; (ivD) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (vE) 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined)specifications. The parties will work cooperatively to complete the plan approval process expeditiously.

Final Plans. On 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 before 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 after delivery to Lessor of the date of full execution of this Lease, Landlord Final Plans. Such finish specifications shall submit to Tenant two not be incorporated into the Lessee Improvements until same are approved by Lessor in writing. Within ten (210) 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 Lessee’s receipt of Landlord’s plans and specifications Tenant the Final Plans, Lessee 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); or (b) indicate those revisions or corrections which Tenant requires notify Lessor and the reasons therefor; provided Landlord Architect of the changes, if any, which Lessee desires to 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 copy of the Final Plans initialed by Lessee and showing the desired changes (the “Lessee’s Final Notice”). Without Lessor’s prior consent, which shall not be unreasonably withheld or delayed, Lessee shall not change any portion of the Final Plans 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 a reasonable time following Lessor’s receipt of the Final Plans and Lessee’s Final Notice (but Lessor shall not be obligated to accept any revisions which Landlord respond earlier than ten (10) days after Lessor’s receipt of such Final Plans and Lessee’s Final Notice), Lessor shall reasonably determine: (i) do not conform to approve or disapprove thereof. If Lessor disapproves, Lessor shall identify in writing and with specificity the standards of designreason for Lessor’s disapproval, motif and decor reasonably established or adopted by Landlord for the Building; (ii) 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; (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 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 Final Plans shall be revised by the expiration or earlier termination of this Lease)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. Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed plans and specificationsThe improvements depicted on the Final Plans, as so revised or correctedrevised, to Tenant for its approval in accordance with this paragraph, which plans will then be considered the final plans (shall constitute the “Lessee Improvements.” At Lessor’s request, upon completion of the revised Final Plans”). The Final Plans may subsequently be amended by Tenant provided that significant changes will require Landlord’s prior written approval, which Lessor and Lessee shall initial same, thereby acknowledging their approval shall be given or reasonably refused within five (5) business days after receipt of the form of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyFinal Plans.

Final Plans. On Lessor shall prepare or before thirty cause to be prepared (30by DES Architects and Engineers, as architect, and Xxx Xxxx. as structural engineer) days following final plans and specifications for the Lessee Improvements. “Plans” shall hereinafter mean final plans as may be changed from time to time in accordance with Paragraph 7 below. All Plans shall be delivered to Lessee as soon as reasonably possible from the date hereof, subject, however to periods of full 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 general contractor shall be 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 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 LeaseLease by both parties and selection of a general contractor, Landlord the Lessor and Lessee Representatives shall submit bid specifications to Tenant not less than two (2) sets agreed upon design build subcontractors for each of Landlord’s proposed space the mechanical, electrical and construction plans plumbing work requirements of the project and specifications prepared by Landlord’s architect, shall choose one such contractor for each area of the Tenant Improvements, Within work. All other subcontracted trades shall be competitively bid to at least three (3) business days after receipt of Landlord’s plans and specifications Tenant shall either: (a) evidence its approval qualified subcontractors by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslychosen general contractor.

Final Plans. On or before thirty (30) days following Prior to the date of full execution of this LeaseCommencement Date, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space will prepare and construction deliver preliminary plans and specifications prepared by Landlord’s architect, 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%), sixty percent (60%), and one hundred percent (100%). Tenant Improvements, Within three (3) business days after receipt of Landlord’s will prepare final plans and specifications Tenant shall either: (a) evidence its approval substantially conforming with any preliminary plans previously approved by endorsement on one (1) set of said plans the Port and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be obligated to accept any revisions which Landlord shall reasonably determine: (i) do not conform submit them to the standards of design, motif and decor reasonably established or adopted by Landlord Port for the Building; (ii) 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; (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 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 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 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, and provide notice of its approval or reasonably refused disapproval, within five twentyten (52010) business days after 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 Port be permitted to disapprove any plans unless such amended plans materially deviate from the most recent previously approved plans (or Site Plan), as applicable, and (b) 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 andprepared for the Project to incorporate mitigation measures (if any) that are required by any Authority with jurisdiction over the Property or Project, provided further that 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 as the “Final Plans.” In connection with the Port’s review and approval of the Final Plans, 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 applicable development regulations, can be used for development (the terms 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 Developable Square Footage shall be used to calculate the Base Rent owed by Tenant pursuant to Article 4. The Parties shall execute an amendment to this Agreement memorializing the Developable Square Footage, which amendment shall not require Port of Seattle Commission approval if such change order will delay the anticipated Commencement Date specified process herein is followed. To the extent the Permit Plans, defined below in Section 1 of the Lease the change order 7.3.3, indicate a Developable Square Footage or comparable figure, it shall be considered a Tenant Delay (the same as hereinafter defined). The parties will work cooperatively the Developable Square Footage agreed to complete by the plan approval process expeditiouslyParties in this Section 7.3.2.

Final Plans. On or before thirty (30) days following Upon approval by Landlord of the date of full execution of this LeasePreliminary Plans, Landlord Tenant shall submit arrange for Tenant's Architect to Tenant two (2) sets of Landlord’s proposed space and construction prepare final plans and specifications prepared by Landlord’s architect, (the "Final Plans") for the Tenant ImprovementsImprovements 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 for its review and approval as soon as reasonably possible, which approval shall not be unreasonably withheld, delayed or conditioned, and which approval shall be granted if such Final Plans substantially comply with the Preliminary Plans approved by Landlord. Within three ten (310) business days after receipt of Landlord’s plans the Final Plans, Landlord shall approve or suggest modifications to the Final Plans and specifications designate those Tenant Improvements proposed by Tenant which 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 be required to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 remove at 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 the Lease in accordance with this paragraph, which plans will then be considered PARAGRAPH 7(d) of the final plans (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 disapprove the “Final Plans”). The Tenant shall incorporate Landlord's suggested modifications to the Final Plans may subsequently be amended by Tenant provided that significant changes will require (to the extent acceptable to Tenant) or otherwise revise the Final Plans and resubmit the Final Plans to Landlord for Landlord’s prior written 's review and approval, which approval shall be given or reasonably refused provided within five ten (510) business days after receipt following submission of such amended plans revised Final Plans; provided, that Landlord may have such additional time to respond to Tenant as needed for Landlord's architect and specifications and, provided further that if such change order will delay other consultants to review and approve or disapprove the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyrevised Final Plans.

Final Plans. On or before thirty As soon as the Preliminary Plans are approved by Landlord, Tenant shall prepare final plans, specifications and working drawings for the Tenant Improvements (30the "Final Plans") days following that are consistent with and logical evolutions of the date approved Preliminary Plans and shall deliver the same to Landlord for approval. Concurrently with the delivery of full execution the Final Plans, Tenant shall deliver to Landlord for Landlord's approval a schedule of this Leasevalues ("Schedule of Values") allocating costs to the various portions of the work involved in the construction and installation of the Tenant Improvements and setting forth Tenant's reasonable, good faith estimate of the timing of Landlord's disbursements of the Tenant Improvement Allowance (as defined in Section 4.1 below) and the amount of each such disbursement. If Landlord disapproves the Final Plans and/or the Schedule of Values, Landlord shall submit deliver to 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: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 and specificationsTenant, 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 soon as reasonably refused possible but within five (5) business days after following receipt thereof, written notice of such disapproval. Such notice shall specify all changes that must be made to the Final Plans and/or the Schedule of Values as a condition of Landlord's approval thereof. Within five (5) business days following receipt of such amended plans and specifications andLandlord's notice of disapproval, provided further that if such change order will delay the anticipated Commencement Date Tenant shall deliver a revised set of Final Plans and/or Schedule of Values to Landlord, which Final Plans and/or Schedule of Values shall incorporate all changes specified in Section 1 Landlord's notice of disapproval. As soon as Landlord approves the Final Plans and the Schedule of Values submitted by Tenant, Landlord and Tenant shall each sign the same. Except as otherwise specifically provided in this Work Letter, the term "Final Plans" as hereinafter used shall mean the final plans, specifications, working drawings and Schedule of Values approved by Landlord for the construction of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyImprovements.

Final Plans. On or before 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 the date of full execution of this Leasesuch submission, Landlord and shall submit notify Tenant in writing, from time to Tenant two (2) sets of Landlord’s proposed space and construction time, as soon as practicable, in what respects such plans and specifications prepared by Landlord’s architect, for are not in conformity with the Tenant Improvements, Within three requirements of Landlord or this Lease (3) business days after receipt of Landlord’s plans and specifications “Landlord Disapproval Notice”). 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 its receipt of a Landlord Disapproval Notice revise such plans and specifications, specifications as so required by Landlord or respond in such other manner as may be appropriate under the circumstances to satisfy Landlord. The resubmission of revised or corrected, plans and specifications shall be subject to Tenant for its review and approval by Landlord in accordance with this paragraph, which the procedures provided herein for the original submission of plans will then be considered and specifications until the final 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. The Tenant shall not make any material modification to the Final Plans may subsequently be amended by Tenant provided that significant changes will require without Landlord’s prior written consent. Upon approval, which approval the Final Plans shall be given or reasonably refused within five (5) business days after receipt of such amended plans attached hereto as Exhibit B. Tenant’s Initial Improvements shall be compatible and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 harmony with physical and operational features of the Lease site and developed to achieve not less than a LEED GOLD Certification (United States Green Building Council) as well as meeting the change order shall be considered a Tenant Delay (MA LEED PLUS standard as hereinafter defined). The parties will work cooperatively to complete established by the plan approval process expeditiouslyCommonwealth of Massachusetts.

Final Plans. On or before thirty (30) days following October 1, 2008, Tenant and its collaborating architect will provide Landlord and Opus A&E with the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space and construction preliminary plans and specifications prepared by Landlord’s architect, for the Tenant Tenant’s Improvements, Within three (3) business days after receipt of Landlord’s . Such plans and specifications Tenant shall either: must (a) evidence its approval by endorsement be compatible with the Landlord’s Improvements described on one EXHIBIT “F” and EXHIBIT “F-1” (1b) set show, in reasonable detail, the design and appearance of said the finishing material Landlord will use in connection with installing Tenant’s Improvements; and (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 (and return 10) Business Days after receiving the same (provided any delays in responding beyond such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided time period by Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 Building; (iv) interfere with or abridge the use and enjoyment of any adjoining or other space in the Building, or (v) is of constitute 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 LeaseDelay hereunder). Once the preliminary plans and specifications are approved by the parties, Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed and its architect Opus A&E shall prepare the final plants and specifications based upon such approved preliminary 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 . The final plans (and specifications mutually approved by Landlord and Tenant shall be referred to herein as the “Final Plans”). The .” If Landlord and Tenant fail to mutually approve the Final Plans may subsequently be amended by on or before October 23, 2008 (as a result of Tenant’s failure to timely comply with the terms of this Lease or due to any other Tenant provided that significant changes will require Landlord’s prior written approvalDelay), which approval shall be given or reasonably refused within five (5) business days after receipt of then such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered is a Tenant Delay (as hereinafter defined)and will cause the Tenant’s Improvements to not be substantially completed by Landlord by December 1, 2008. The parties As provided above, a delay in the completion of the Landlord’s Improvements and/or the Tenant’s Improvements will work cooperatively to complete not delay the plan approval process expeditiouslyCommencement Date, which is fixed at December 1, 2008.

Final Plans. On As soon as available following approval of the Final Space Plans, and in any event on or before thirty (April 30) days following the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect2001, for the Tenant Improvements, Within three (3) business days after receipt of Landlord’s plans and specifications Tenant shall either: furnish to Landlord for Landlord's written approval (awhich approval shall not be unreasonably withheld) evidence its approval by endorsement on one (1) set of said working plans and specifications (and return such signed or initialed set to Landlord); or (bthe "Working Drawings") indicate those revisions or corrections prepared by Xxxxxx's Architect for all of the improvements which Tenant requires desires to be constructed in the Premises; provided, however, that all mechanical, electrical and plumbing engineering drawings included in the reasons therefor; provided Landlord Working Drawings shall not be obligated to accept any revisions which Landlord prepared by an engineer designated by Landlord, who shall reasonably determine: be engaged by Xxxxxx (i) do not "Tenant's Engineer"). The Working Drawings shall show improvements that conform to the standards of designFinal Space Plans (except to the extent specifically noted therein or in accompanying specifications) and the Building Construction Standards, motif shall separately note any proposed structural work or extraordinary or supplemental electrical, plumbing or HVAC requirements, and decor reasonably established or adopted by Landlord shall be in sufficient detail as to enable the general contractor for the Building; work to obtain all necessary governmental permits for construction of all of the improvements and to secure complete bids from qualified contractors to perform the work for all of the improvements to be constructed in the Premises. Landlord shall respond to the Working Drawings within ten (ii10) would subject Landlord Business Days of its receipt thereof. The Working Drawings shall identify any "long-lead" materials then known by Tenant or the Premises Xxxxxx's Architect. Tenant shall respond promptly to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect written objections of Landlord to 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 Building; (iv) interfere with or abridge the use Working Drawings 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, shall resubmit appropriately revised Working Drawings prepared by Xxxxxx's Architect within five (5) days thereafterBusiness Days of Tenant's receipt of Landlord's written objections, submit four (4) sets and such resubmitted plans shall clearly indicate which portions of proposed the plans are revised and specificationswhich 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 so revised or corrected, to Tenant for its approval in accordance with this paragraph, which plans will then such date shall be considered the final plans extended as provided below (the “"Final Plans”Plan Date"), then each day beyond the Final 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 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 applicable deadline that Landlord delivers any other consent or disapproval required under this Paragraph 4. a.). The Final Working Drawings, as approved in writing by Landlord, are hereinafter called the "Plans," and the work shown on the Plans may subsequently be amended by is hereinafter called the "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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyImprovements."

Final Plans. On 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 before 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 after delivery to Lessor of the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space and construction plans and Final Plans. Such finish 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: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be obligated 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, Lessee shall notify Lessor and the Architect of the changes, if any, which Lessee desires to accept 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 copy of the Final Plans initialed by Lessee and showing the desired changes (the "Lessee's Final Notice"). Without Lessor's prior consent, which shall not be unreasonably withheld or delayed, Lessee shall not change any revisions portion of the Final Plans which Landlord shall reasonably determine: (i) do not conform to incorporate the standards of designimprovements depicted in the Schematic Drawings, motif and decor reasonably established or adopted by Landlord for the Building; (ii) would subject Landlord or the Premises to any additional cost, expense, liability, violation, fine, penaltyas revised in accordance with Section 2.1 above, 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 a natural progression of such improvements. Within ten (10) business days, Lessor shall approve or might be unlawfuldisapprove thereof. If Lessor disapproves, create an unsound or dangerous conditionLessor shall identify in writing and with specificity the reason for Lessor's disapproval, 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 agrees to pay for such improvements and the removal thereof upon Final Plans shall be revised by the expiration or earlier termination 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 this Lease)which must also be approved by the Lessee. Landlord shall, within five (5) days thereafter, submit four (4) sets of proposed plans and specificationsThe improvements depicted on the Final Plans, as so revised, shall constitute the "Lessee Improvements." At Lessor's request, upon completion of the 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 Lessor and Lessee shall initial same, thereby acknowledging their approval shall be given or reasonably refused within five (5) business days after receipt of the form of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyFinal Plans.

Final Plans. On 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 before disapprove the Final Plans within thirty (30) days following the date of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space and construction plans and specifications prepared by Landlord’s architect, for the Tenant Improvements, Within after Licensee submits three (3) business days after receipt copies of Landlord’s plans the Final Plans to Licensor. By way of example, 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); or (b) indicate those revisions or corrections which Tenant requires and not limitation, the reasons therefor; provided Landlord parties hereby agree that it shall not be obligated unreasonable for Licensor to accept any revisions which Landlord shall reasonably determinedeny approval of the Final Plans for the following reasons: (i) do not conform to the standards installation or operation of design, motif and decor reasonably established Licensee’s Telecom Equipment would interfere with or adopted by Landlord for inhibit the Buildinguse or operation of the Property or any pre-existing tenant’s use or operation of its premises; (ii) would subject Landlord Licensee’s Telecom Equipment cannot be installed on the Property without material or substantial modifications to the Premises to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature of the BuildingProperty; (iii) in Licensor’s sole judgment, Licensee’s Telecom Equipment would provide for or require any installation of work which is or might be unlawful, create an unsound or dangerous condition, adversely affect have a negative impact on the structural soundness aesthetics of the Premises or BuildingProperty; (iv) interfere with or abridge the use and enjoyment Final Plans provide for any of Licensee’s Telecom Equipment to be located in any adjoining or other space in the Building, 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 special use representation that they comply with applicable laws, ordinances, rules or nature regulations, will not cause interference with little other communications operations, will not damage the roof or are structurally sound. Licensor shall have the right, prior to its approval of the Final Plans, to consult with Licensor’s structural engineer, architect, electrical engineer, roofing contractor and other consultants concerning the Final Plans. 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 residual value (unless Tenant agrees further obligations or liability to pay each other under this Agreement except for such improvements the obligations and liabilities that expressly survive the removal thereof upon the expiration or earlier termination of this Lease)Agreement. Landlord shallPrior to installing Licensee’s Telecom Equipment, within five (5) days thereafterLicensee shall provide Licensor with copies of all required federal, submit four (4) sets state and local permits and authorizations that have not been previously provided to Licensor. Licensee shall not commence the installation of proposed plans and specifications, as so revised or corrected, Licensee’s Telecom Equipment prior to Tenant for its Licensor’s approval in accordance with this paragraph, which plans will then be considered of the final plans (the “Final Plans”). The After the Final Plans may subsequently be amended are approved by Tenant provided that significant changes will require LandlordLicensor, modifications to Licensee’s prior written approval, which approval Telecom Equipment shall be given or reasonably refused within five (5) business days after receipt governed by Paragraph 12 below. Licensee’s obligation to reimburse Licensor for costs pursuant to this paragraph shall survive the termination of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslythis Agreement.

Final Plans. On or before thirty As soon as the Preliminary Plans are approved by Landlord, Tenant shall prepare final plans, specifications and working drawings for the Tenant Improvements (30the "Final Plans") days following that are consistent with and logical evolutions of the date approved Preliminary Plans and shall deliver the same to Landlord for approval. Concurrently with the delivery of full execution the Final Plans, Tenant shall deliver to Landlord for Landlord's approval a schedule of this Leasevalues ("Schedule of Values") allocating costs to the various portions of the work involved in the construction and installation of the Tenant Improvements and setting forth Tenant's reasonable, good faith estimate of the timing of Landlord's disbursements of the Tenant Improvement Allowance (as defined in Section 4.1 below) and the amount of each such disbursement. If Landlord disapproves the Final Plans and/or the Schedule of Values, Landlord shall submit deliver to 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: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 and specificationsTenant, 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 soon as reasonably refused possible but within five (5) business days following receipt thereof, written notice of such disapproval. Such notice shall specify all changes that must be made to the Final Plans and/or the Schedule of Values as a condition of Landlord's approval thereof. Promptly following receipt of Landlord's notice of disapproval, Tenant shall deliver a revised set of Final Plans and/or Schedule of Values to Landlord, which Final Plans and/or Schedule of Values shall incorporate all changes specified in Landlord's notice of disapproval. Landlord shall approve or disapprove revised Final Plans and/or the Schedule Values within two (2) business days after receipt thereof. As soon as Landlord approves the Final Plans and the Schedule of such amended plans Values submitted by Tenant, Landlord and specifications andTenant shall each sign the same. Except as otherwise specifically provided in this Work Letter, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 term "Final Plans" as hereinafter used shall mean the final plans, specifications, working drawings and Schedule of Values approved by Landlord for the construction of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyImprovements.

Final Plans. On or before thirty (30) days following Landlord and Tenant will cooperate with each other in the date development of full execution of this Lease, Landlord shall submit to Tenant two (2) sets of Landlord’s proposed space and final construction plans drawings and specifications prepared by Landlord’s architect, for the Initial Improvements (collectively, "Final Plans") consistent with the Preliminary Plans , with the goal of having Final Plans completed by April 2, 1997. When Landlord requests Tenant Improvementsto specify details or layouts or approve any portion of the Final Plans, Within three (3) Tenant shall promptly specify or approve or disapprove same within 3 business days after receipt thereafter so as not to delay completion of Landlord’s 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Final Plans. Landlord shall not be obligated to accept agree to any revisions which refinement, substitution, change or addition to the Preliminary Plans and any plans subsequently approved by the parties if in the judgment of Landlord the requested refinement, 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 (defined in Paragraph 1(c) below) or increase the cost of the Initial Improvements. Otherwise, Landlord shall reasonably determine: (i) do not conform unreasonably disapprove any refinement, change, substitution or addition to the standards Final Plans. 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 designapplicable laws, motif codes, ordinances or other legal requirements. Landlord may submit the Final Plans in stages and decor reasonably established or adopted by Landlord separately for the Building; (ii) would subject Landlord Tenant Improvements, and Building and Sitework, in which case the approval procedure shall apply to each stage or portion. Any delay in the Premises to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect the reputation, character, or nature completion 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 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 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 caused by any Tenant provided that significant changes will require failure to respond within the required time to Landlord’s prior written approval, which approval 's requests shall be given or reasonably refused within five (5) business days after receipt of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Caused Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiously.

Final Plans. On or before thirty (30) days As soon as reasonably practicable following the date of full execution of this Leasethe Lease by Lessor and Lessee, Landlord Lessor shall submit cause Lessor’s Architect to Tenant two (2) sets of Landlord’s prepare and deliver to Lessee proposed space final plans, specifications and construction plans and specifications prepared by Landlord’s architect, drawings for the Tenant Improvements, 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 of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 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 Improvements (the “Proposed Final Plans”). The Proposed Final Plans may subsequently shall be amended by Tenant prepared in accordance with and based upon the Preliminary Plans. Lessee acknowledges that Lessor shall have the right to submit any component of the Final Plans (defined below) to the City of Commerce, County of Los Angeles or any other governmental or quasi governmental agency or authority having jurisdiction over the Project or the construction of the Improvements (collectively, and as applicable, the “Authorities”) for plan checking and the issuance of applicable permits prior to or after the submission of any other portion of the Final Plans, provided that significant changes will require Landlord’s prior written approval, which approval Lessee has approved (or shall be given or reasonably refused within deemed to have approved) the portion of the Final Plans submitted. If Lessor elects to process any portion of the Final Plans separately from the remainder of the Final Plans, then Lessor shall have the right to not incorporate into the Proposed Final Plans such plans, specifications and construction drawings to be separately processed and, with respect to such portion of the Proposed Final Plans, Lessor and Lessee shall follow the procedures in this Section 3 regarding approval and finalization thereof. Within five (5) business days after of Lessee’s receipt of the Proposed Final Plans, Lessee shall either approve the same or specify proposed changes to Lessor in writing, however, Lessee shall work with Lessor and Lessor’s Architect to reconcile any such amended plans and specifications andproposed changes, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 Lessee’s approval of the Lease Proposed Final Plans shall not be unreasonably withheld or conditioned. Lessee’s failure to notify Lessor in writing within such five (5) business day period of any changes Lessee desires to be made to the change order Proposed Final Plans will constitute Lessee’s unconditional and irrevocable approval thereof. Lessor shall review Lessee’s proposed changes to the Proposed Final Plans and endeavor to cause Lessor’s Architect to revise the Proposed Final Plans within ten (10) business days after Lessor’s receipt of Lessee’s requested changes. Lessor and Lessee shall continue the process above until Lessee has approved of all changes to the Proposed Final Plans. The Proposed Final Plans, as approved or deemed approved by Lessee, or revised to incorporate Lessee’s requested changes thereto, shall be considered a Tenant Delay referred to herein as the “Final Plans”. Lessor shall submit the Final Plans (as hereinafter defined). The parties will work cooperatively approved or deemed approved by Lessee pursuant to complete this Section 3.3 or Section 3.4 below) to the applicable Authorities for plan approval process expeditiouslychecking and the issuance of a building permit and other necessary permits for the Improvements.

Final Plans. On or before thirty As soon as the Preliminary Plans are approved by Landlord, Tenant shall prepare final plans, specifications and working drawings for the Tenant Improvements (30the "Final Plans") days following that are consistent with and logical evolutions of the date approved Preliminary Plans and shall deliver the same to Landlord for approval. Concurrently with the delivery of full execution the Final Plans, Tenant shall deliver to Landlord for Landlord's approval a schedule of this Leasevalues ("Schedule of Values") allocating costs to the various portions of the work involved in the construction and installation of the Tenant Improvements and setting forth Tenant's reasonable, good faith estimate of the timing of Landlord's disbursements of the Tenant Improvement Allowance (as defined in Section 4.1 below) and the amount of each such disbursement. If Landlord disapproves the Final Plans and/or the Schedule of Values, Landlord shall submit deliver to 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: (a) evidence its approval by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 and specificationsTenant, 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 soon as reasonably refused possible but within five (5) business days after following receipt thereof, written notice of such disapproval. Such notice shall specify all changes that must be made to the Final Plans and/or the Schedule of Values as a condition of Landlord's approval thereof. Within five (5) business days following receipt of such amended plans and specifications andLandlord's notice of disapproval, provided further that if such change order will delay the anticipated Commencement Date Tenant shall deliver a revised set of Final Plans and/or Schedule of Values to Landlord, which Final Plans and/or Schedule of Values shall incorporate all changes specified in Section 1 Landlord's notice of disapproval. As soon as Landlord approves the Final Plans and the Schedule of Values submitted by Tenant, Landlord and Tenant shall each sign the same. Except as otherwise specifically provided in this Addendum, the term "Final Plans" as hereinafter used shall mean the final plans, specifications, working drawings and Schedule of Values approved by Landlord for the construction of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyImprovements.

Final Plans. On or before thirty Tenant has submitted to Landlord Tenant’s specifications for the Tenant Improvements (30collectively, the “Tenant Improvement Specifications”) days following attached hereto as Exhibit B-1. The Architect will design a proposed floor plan of Tenant’s office space requirements as indicated in the date of full execution of this Lease, Tenant Improvement Specifications to be mutually acceptable to Landlord and Tenant. Landlord shall submit cause the Architect to Tenant two (2) sets of Landlord’s proposed space and construction prepare final plans and specifications prepared by Landlord’s architect, for the Tenant Improvements, Within three Improvements (3the “Final Plans”) business days after receipt of Landlord’s plans and specifications shall submit the same to Tenant shall either: (a) evidence for its approval by endorsement on one or before_______ (1) set of said plans and specifications (and return such signed or initialed set to Landlord); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord approval shall not be obligated to accept any revisions which Landlord unreasonably withheld, conditioned or delayed), and shall reasonably determine: (i) do not conform to the standards of design, motif and decor reasonably established or adopted by Landlord for the Building; (ii) 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; (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 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, deemed granted if within five (5) days thereafterfollowing submittal, Tenant does not deliver written notice to Landlord specifying in reasonable detail the basis for Xxxxxx’s disapproval of such proposed Final Plans. If Tenant so timely disapproves of such Final Plans, then the parties shall promptly meet to resolve any open issues and reach agreement upon the Final Plans for the Tenant Improvements. Included in the Final Plans will be the civil, architectural and structural plans for the Tenant Improvements. When the Final Plans have been approved by Xxxxxx and Landlord, Landlord’s Architect shall submit four (4) sets the Final Plans to the appropriate governmental agency for plan checking and the issuance of proposed plans and specifications, as so revised or corrected, to a building permit for the Tenant for its approval in accordance with this paragraph, which plans will then be considered Improvements. If the final plans Final Plans have not been approved by_______ (the “Final PlansPlans Target Date”). The , the Outside Date and the Tenant Fixturing Commencement Date shall each be extended on a day to day basis to the same extent that the Final Plans may subsequently be amended by Tenant provided that significant changes will require Landlord’s prior written approvalTarget Date is delayed, which approval shall be given or reasonably refused within five (5) business days after receipt of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter definedb). The parties will work cooperatively to complete the plan approval process expeditiously.

Final Plans. On or before thirty (30) days following Upon mutual approval of the date of full execution of this LeaseSpace Plan, Landlord shall submit to 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: (a) evidence its approval by endorsement on one (1) set of said plans cause to be prepared such plans, drawings, and specifications (and return such signed or initialed set collectively, the “Plans”) as may be necessary to Landlord); or (b) indicate those revisions or corrections which Tenant requires and obtain a building permit for construction of the reasons therefor; provided Extension Improvements. Upon completion thereof, the Plans shall be submitted to Landlord for approval. Landlord shall not be obligated to accept any revisions which Landlord shall reasonably determine: (i) do not conform to the standards of designnotify Tenant, motif and decor reasonably established or adopted by Landlord for the Building; (ii) would subject Landlord or the Premises to any additional costin writing, expense, 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 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 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 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 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 second written request (the “Second Request”) stating in large, bold and capped font the following: “THIS IS TENANT’S SECOND REQUEST TO LANDLORD. LANDLORD 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, 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 terms of this Section 1.2, and (b) Landlord fails to notify Tenant within five (5) business days of Landlord’s receipt of such amended plans and specifications andSecond Request, provided further that if such change order will delay then the anticipated Commencement Date specified in Section 1 of Plans, or the Lease the change order revisions thereto, as applicable, shall be considered a Tenant Delay (as hereinafter defined)deemed approved by Landlord. The parties will work cooperatively to complete the plan approval process expeditiously.1 - Exhibit “C-2” 13016-007 Fastly Second Amendment

Final Plans. On or before thirty (30) days As soon as available following approval of the date of full execution of this Lease, Landlord shall submit to 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 Final Space Plans Tenant shall either: (a) evidence its furnish to Landlord for Landlord's written approval by endorsement on one (1) set of said working plans and specifications (and return such signed or initialed set to Landlord); or (bthe "Working Drawings") indicate those revisions or corrections prepared by Tenant's Architect for all of the improvements which Tenant requires and desires to be constructed in the reasons therefor; provided Landlord Substitute Premises. The Working Drawings shall not be obligated to accept any revisions which Landlord shall reasonably determine: (i) do not show improvements that conform to the standards of designFinal Space Plans and the Building Construction Standards, motif shall separately note any proposed structural work or extraordinary or supplemental electrical, plumbing or HVAC requirements, and decor reasonably established or adopted by Landlord shall be in sufficient detail as to enable the general contractor for the Building; work to obtain all necessary governmental permits for construction of all of the improvements and to secure complete bids from qualified contractors to perform the work for all of the improvements to be constructed in the Substitute Premises. Landlord shall respond to the Working Drawings within ten (ii10) would subject Landlord or the Premises days of its receipt thereof. Tenant shall respond promptly to any additional cost, expense, liability, violation, fine, penalty, or forfeiture; would adversely affect reasonable objections of Landlord to 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 Building; (iv) interfere with or abridge the use Working Drawings 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, shall resubmit appropriately revised Working Drawings prepared by Tenant's Architect within five (5) days thereafterof Tenant's receipt of Landlord's objections, submit four and such resubmitted plans shall clearly indicate which portions of the plans are revised and which portions of the plan remain unchanged from the previously submitted plans. (4) sets of proposed plans and specificationsThe Working Drawings, as so approved in writing by Landlord, as revised or corrected, by Tenant from time to Tenant for its time with Landlord's written approval in accordance with the following provisions of this paragraphParagraph 3, which plans will then be considered are hereinafter called the final plans (the “"Final Plans”). The ", the improvements to be performed in the Substitute Premises in accordance with the Final Plans may subsequently are hereinafter called the "Tenant Improvements". Tenant shall be amended by Tenant provided that significant changes will require responsible for causing the Working Drawings to be completed (including Landlord’s prior written 's review and approval, which approval shall be given or reasonably refused within five (5) business days after receipt of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 Tenant's Architect's revisions of the Lease Working Drawings, according to the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyprocedure and schedule set forth above) no later than June 15, 1999.

Final Plans. On or before thirty March 26, 1998, the parties shall agree ----------- upon final tenant layout drawings (30the "TI Layout") days following which shall be consistent with the date of full execution of this LeaseBase Building Specifications for the Shell and Core, Landlord except for the changes, if any, mutually agreed to be made thereto by the parties. On or before July 1, 1998, the parties shall submit to Tenant two (2) sets of Landlord’s proposed space and construction agree upon final plans and specifications prepared 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 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 ("Final Landlord Plans") 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 Plans and the Final Landlord Plans are hereinafter referred to as the "Final Plans." When the Final Landlord Plans have been approved by Tenant and Landlord’s architect, Landlord's Architect shall promptly submit the Final Landlord Plans to the appropriate governmental agencies for plan checking and the issuance of a building permit for the Shell and Core. Likewise, when the Final Tenant Plans 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 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, Within three (3) business days after receipt 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 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 plans and specifications 's business, then Tenant shall either: (a) evidence its approval be deemed to have approved payment of such Landlord's Architect's invoices. Landlord shall pay such invoices by endorsement on one (1) set of said plans and specifications (and return such signed or initialed set direct payment to Landlord); or (b) indicate those revisions or corrections which Tenant requires 's Architect and the reasons therefor; provided Landlord shall not be obligated to accept any revisions which Landlord shall reasonably determine: (i) do not conform to the standards total amount of design, motif and decor reasonably established or adopted all such payments made by Landlord for the Building; (ii) 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; (iii) would provide for or require any installation of work which is or might Landlord's Architect shall 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 included 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)Total Construction Costs. Landlord shall, within five (5) days thereafter, Tenant's Architect shall submit four (4) sets of proposed plans and specifications, as so revised or corrected, its invoices to Tenant for its approval 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 all such payments made by Landlord to Tenant's Architect shall be debited from the Allowance in accordance with this paragraphSection 9, 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 and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslybelow.

Final Plans. On or before thirty (30) days following the date of full execution of this LeaseTenant shall cause Tenant's Architect, Landlord shall in consultation with any engineering consultants designated by Landlord, to prepare and submit to Tenant two (2) sets of for Landlord’s proposed space 's approval complete and detailed construction plans and specifications prepared by Landlord’s architectspecifications, including a fully coordinated set of architectural, structural, mechanical, fire protection, electrical and plumbing working drawings for the Tenant ImprovementsImprovement Work, Within three in a form which is sufficiently complete to permit subcontractors to bid on the work, obtain all required Permits (3as defined in Paragraph 4.2 below) and commence construction (the "FINAL PLANS"). The Final Plans shall identify materials and finishes by location and shall show telephone and telecommunications facilities, and computer and electronic data facilities. The Final Plans shall be consistent with the Space Plans as approved by Landlord. Landlord shall approve or disapprove of the Final Plans by giving written notice to Tenant within fourteen (14) business days after receipt of Landlord’s 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Final Plans. Landlord shall not be obligated to accept any revisions which unreasonably withhold its approval of the Final Plans, provided that, without limiting the generality of the foregoing, Landlord shall reasonably determine: (i) be entitled to withhold its consent to the Final Plans for any of the reasons specified in Paragraph 3.1 above, or if, in Landlord's good faith judgment, the Final Plans are inconsistent with, or do not conform to, the Space Plans. If Landlord disapproves the Final Plans, Landlord shall return the Final Plans to Tenant with a statement of Landlord's reasons for disapproval and/or specifying any required corrections or revisions. Landlord shall approve or disapprove of any such revisions to the standards of design, motif and decor reasonably established or adopted by Landlord for the Building; (ii) 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; (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 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 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 fourteen (514) business days after receipt of such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order revisions. This procedure shall be considered a Tenant Delay repeated until Landlord approves the Final Plans (as hereinafter definedso approved, the "TENANT IMPROVEMENT PLANS"). The parties will work cooperatively to complete the plan approval process expeditiously.

Final Plans. On or before 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 the date of full execution of this Leasesuch submission, Landlord and shall submit notify Tenant in writing, from time to Tenant two (2) sets of Landlord’s proposed space and construction time, as soon as practicable, in what respects such plans and specifications prepared by Landlord’s architect, for are not in conformity with the Tenant Improvements, Within three requirements of Landlord or this Lease (3) business days after receipt of Landlord’s plans and specifications “Landlord Disapproval Notice”). 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); or (b) indicate those revisions or corrections which Tenant requires and the reasons therefor; provided Landlord shall not be 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 adopted by Landlord for the Building; (ii) 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; (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 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 its receipt of a Landlord Disapproval Notice revise such plans and specifications, specifications as so required by Landlord or respond in such other manner as may be appropriate under the circumstances to satisfy Landlord. The resubmission of revised or corrected, plans and specifications shall be subject to Tenant for its review and approval by Landlord in accordance with this paragraph, which the procedures provided herein for the original submission of plans will then be considered and specifications until the final 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. The Tenant shall not make any material modification to the Final Plans may subsequently be amended by Tenant provided that significant changes will require without Landlord’s prior written consent. Upon approval, which approval the Final Plans shall be given or reasonably refused within five (5) business days after receipt attached hereto as Exhibit B. Prior to commencement of construction of Tenant’s Improvements, Landlord shall have approved the Final Plans. If Tenant fails to comply with the time lines herein provided, in addition to any other remedy available to Landlord, for each day of delay by Tenant, Landlord may elect to accelerate the Final Completion Date by one such amended plans and specifications and, provided further that if such change order will delay the anticipated Commencement Date specified in Section 1 of the Lease the change order shall be considered a Tenant Delay (as hereinafter defined). The parties will work cooperatively to complete the plan approval process expeditiouslyday.