Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant will cause nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s Architect to prepare the Plans plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and Specifications for the Tenant Improvements. Landlord will approve engineers shall respond (with approval or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing to any plan submission by Tenant within ten (10) Business Days 8 business days after receiving themLandlord’s receipt thereof. If Landlord disapproves fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the Plans “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and Specificationsinclude a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant will provide appropriately shall promptly have the plans revised Plans by its architect to incorporate all reasonable objections and Specifications conditions presented by Landlord and shall resubmit such plans to Landlord for Landlord. Landlord’s architects and engineers shall respond (with approval (or disapproval) to any plan re-submission by Tenant within five (5) Business Days on the same basis as set forth above. After 8 business days after Landlord’s approvalreceipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant will submit shall be responsible for all elements of the Plans design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and Specifications for permits the placement of Tenant’s furniture, appliances and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans equipment), and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be required solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, shall reimburse Landlord Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedreasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. After Landlord receives and approves Tenant’s the Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements and deliver a full set of the Plans and Specifications within the time period set forth in the Timeline. This Plan preparation will include Tenant’s Architect engaging ▇▇▇▇▇▇▇ and ▇▇▇▇▇ to prepare the MEP plans for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themon or before the date set forth in the Timeline. If Landlord disapproves the Plans and Specifications, the Plans and Specifications will be revised. Tenant will provide appropriately resubmit such revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days by Landlord on or before the date set forth in the Timeline on the same basis as set forth above. After Landlord’s approval, Tenant Landlord will submit the Plans and Specifications for permits and construction bidsbids in accordance with the Timeline. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord reasonably believes (a) do not conform to applicable codes, ordinances ordinances, Disability Laws and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s 's overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After 1.1 Tenant shall retain the services of a space planner (the "SPACE PLANNER"), to be determined a later date, to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord receives and approves Tenant’s Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall submit the Space Plan as provided aboveand any proposed revisions thereto to Landlord for Landlord's approval. 1.2 Based on the approved Space Plan, Tenant will shall cause Tenant’s Architect the Space Planner to prepare detailed plans, specifications and working drawings mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the Plans. Tenant shall submit the Plans and Specifications for any proposed revisions thereto, including the estimated cost of the Tenant Improvements. All necessary revisions to the Space Plan and the Plans shall be made within two (2) business days after Landlord's response thereto. This procedure shall be repeated until Landlord will ultimately approves the Space Plan and Plans. 1.3 Tenant shall be responsible for ensuring that the Plans are compatible with the design, construction and equipment of the Building, comply with applicable Regulations and the Standards (defined below), and contain all such information as may be required to show locations, types and requirements for all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, light fixtures and related power, and electrical and telephone switches, B.T.U. calculations, electrical requirements and special receptacle requirements. The Plans shall also include mechanical, electrical, plumbing, structural and engineering drawings mutually satisfactory to Landlord and Tenant which shall be prepared by the mechanical contractor or contractors, to be determined at a later date. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans or any revisions thereto, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulations of any improvements described therein or constructed in accordance therewith. Tenant hereby waives all claims against Landlord relating to, or arising out of the design or construction of, the Tenant Improvements. 1.4 Landlord may approve or disapprove (specifically describing the Space Plan or Plans or any reasons for disapproval) proposed revision thereto submitted to Landlord in Landlord's reasonable discretion. Landlord shall not be deemed to have approved the Space Plan, the Plans, or any proposed revisions thereto, unless approved by Landlord in writing. Landlord shall approve or disapprove any Space Plan, Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications or proposed revisions thereto submitted to Landlord for Landlord's approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After business days after Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed's receipt thereof.

Plans and Specifications. After Landlord receives and approves To the extent Tenant is required to or does perform work on the Premises, as soon a reasonably possible after the Effective Date of this Lease (no delay being caused by Tenant’s Space Plan as provided above), Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications shall submit to Landlord for approval one (1) reproducible set and three (3) copies of plans and specifications (“Tenant’s Plans”) prepared by a registered architect or disapprovalengineer showing all of Tenant’s Work, which will be prepared in conformity with the requirements of this Lease and the Landlord’s Criteria. Within twenty (20) days following receipt of Tenant’s Plans, Landlord will notify Tenant of any changes reasonably required by Landlord. Promptly following receipt of Landlord’s notice, Tenant shall revise Tenant’s Plans to incorporate all of Landlord’s required changes (if any) and, if changes are required, will deliver the revised plans to Landlord within twenty (20) days following receipt of Landlord’s notice. If Landlord requires further changes to Tenant’s Plans, Tenant will similarly revise and resubmit Tenant’s Plans to Landlord within an additional period of five (5) Business Days on days until approval by Landlord. If ▇▇▇▇▇▇ does not deliver Tenant’s Plans to Landlord within the same basis as time limits set forth above, then in addition to any other rights and remedies that Landlord may have at law and/or in equity, Landlord shall have the right, but not the obligation, to advance the Commencement Date one (1) day for each day that Tenant fails to comply with the time limits set forth above. After Approval of Tenant’s Plans will not constitute an assumption of responsibility by Landlord for their accuracy, sufficiency or compliance with any applicable governmental laws, ordinances, rules, regulations, codes or other governmental restrictions or requirements. Tenant may not begin any work in the Premises until ▇▇▇▇▇▇ receives Landlord’s approvalwritten approval of ▇▇▇▇▇▇’s Plans. After Landlord has approved Tenant’s Plans, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will shall: (i) enter into written agreements (it being agreed that a copy of each such agreement shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (cLandlord prior to proceeding with Tenant’s Work) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval performance of Tenant’s Work with such contractors and subcontractors selected by Landlord of any deviation constitutes an acknowledgment Tenant and approved by Landlord that such deviations are in conformance with applicable codesLandlord, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s which approval shall not be unreasonably withheld, conditioned, withheld or delayed.; (ii) before proceeding with Tenant’s Work, provide Landlord with ten (10) days’ prior written notice thereof (which notice shall include a list of the names and addresses of all contactors, subcontractors and material suppliers performing Tenant’s Work; and

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications (“Plans”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s Space Plan contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as provided abovedescribed in Article 11), issued on a completed value basis, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration. Landlord shall respond to any request for approval of Tenant’s plans and specifications for Alterations within 15 Business Days after such request is made. In addition, Landlord agrees to respond to any resubmission of such plans and specifications within 15 Business Days after resubmission to Landlord. If Landlord fails to respond to Tenant’s request within 15 Business Days, Tenant will cause shall have the right to provide Landlord with a second request for approval (a “Second Request”), which shall specifically identify the plans and specifications to which such request relates, and set forth in bold capital letters the following statement: LANDLORD MUST COMPLETE ITS REVIEW AND APPROVE OR DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE. FAILURE BY LANDLORD TO DO SO WILL BE DEEMED TO BE LANDLORD’S APPROVAL OF SUCH PLANS AND SPECIFICATIONS. If Landlord fails to respond to a Second Request within 5 Business Days after receipt by Landlord as Tenant’s Architect sole and exclusive remedy the plans and specifications previously submitted to prepare Landlord and identified in the Plans and Specifications for Second Request shall be deemed to be approved by Landlord. As used herein, the Tenant Improvements. Landlord will term “respond” shall mean approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specificationsand, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord case of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codesdisapproval, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedreasons therefor.

Plans and Specifications. After Landlord receives In the case of Subsequent Alterations and approves Tenant’s Space Plan as provided aboveImprovements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant will cause Tenant’s Architect shall have prepared and deliver to prepare the Plans Landlord reasonably detailed plans and Specifications specifications for the Tenant Improvementssuch alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord will shall approve or disapprove (specifically describing any reasons for disapproval) the Plans such plans and Specifications in writing specifications by written notice back to Tenant within ten (10) Business Days 20 days after receiving themTenant's submittal of such plans and specifications. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s Such approval shall not be unreasonably withheld. Such approval shall, conditionedhowever, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or delayeddenial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. After Landlord receives Landlord, shall cause to be prepared by Landlord’s architect and/or Landlord’s engineer the following, to the extent required or reasonably necessary as determined by Landlord: (a) Schematic partition plans and approves layout based on Tenant’s Space Plan as provided above, Tenant will cause requirements. (b) Architectural drawings and specifications for Tenant’s Architect to prepare the Plans partition layout, reflected ceiling and Specifications other installations for the work to be done by Landlord under Paragraph 3 hereof, which shall be prepared by the architect noted above. (c) Construction drawings and specifications where necessary for installation of heating and air conditioning, electrical, plumbing, fire protection and security systems and other drawings necessary to define the scope of work to be done by Landlord under Paragraph 3 hereof, which shall be prepared by Landlord’s engineer. (d) Any subsequent modifications to the drawings and specifications requested by Tenant Improvementswhich are consistent with and conform to the Pricing Plan (as defined below). All such working drawings plans and/or specifications are expressly subject to Landlord’s approval and shall conform to the pricing plan, which plan has been approved by Landlord and Tenant and attached hereto as, or is otherwise described in, Schedule B-1 (said approved pricing plan is herein referred to as the “Pricing Plan”). Such working drawings, plans and/or specifications as shall have been approved by Landlord and Tenant, together with any modifications thereto which have been approved for construction by Landlord and Tenant, are herein referred to as the “Plans”, and the scope of work described and shown in the approved Plans is herein referred to as the “Work”. Landlord will approve or disapprove (specifically describing shall cause proposed plans to be prepared based on the Pricing Plan, and shall submit the proposed plans to Tenant for approval. Tenant shall provide any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications comments to Landlord for approval (or disapproval) on the proposed plans within five (5) Business Days on the same basis as set forth above. After business days after Landlord’s approvaldelivery of the proposed plans to Tenant, and Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will shall provide any comments to Landlord on any revised plans within five (5) days after Landlord’s delivery of any revised plans to Tenant; Tenant’s comments on such proposed plans shall be permitted limited to requests to correct items in the Space Plan proposed plans which are materially inconsistent with the Pricing Plan. Landlord and Tenant shall each use their respective diligent, good faith efforts to cause the final Plans to be approved for construction on or before November 15, 2005. Tenant shall accept possession of the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Premises when Landlord’s approval. construction, as provided in Paragraph 3 hereof, is substantially completed and Landlord will not approve any deviations which Landlord believes (a) do not conform shall use reasonable efforts to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond cause the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord completion of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Lawspunchlist items within thirty (30) days. In the event of any dispute as to when the Premises is substantially complete (as that term is used in Section 2 of the Lease), the determination of Landlord’s approval architect shall be required in this Tenant Improvements Agreement, then notwithstanding anything to final and binding upon the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedparties.

Plans and Specifications. After Landlord receives Landlord’s Architect has previously prepared the Original Base Building Plans and approves Specifications. At Tenant’s Space Plan as provided aboverequest, Tenant will cause Landlord has obtained the governmental approvals, permits and variances required for the construction of the Base Building Improvements contemplated under this Lease (the “Expansion Approvals”). At Tenant’s sole cost and expense, Landlord’s Architect to prepare shall modify and amend the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the “Base Building Plans and Specifications”). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided, further, that if Tenant fails to respond within ten (10) days following Landlord’s request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After 2.1. Tenant shall retain the services of the space planner/architect of it’s choice and approved by Landlord receives and approves Tenant’s (the “Space Plan as provided above, Tenant will cause Tenant’s Architect Planner”) to prepare a detailed space plan (the Plans “Space Plan”)-mutually satisfactory to Landlord and Specifications Tenant for the construction of the Tenant ImprovementsImprovements in the Premises. Landlord will Tenant shall approve or disapprove (specifically describing the Space Plan and any reasons for disapproval) the Plans and Specifications proposed revisions thereto in writing within ten three (103) Business Days business days after receiving them. If Landlord disapproves the Plans and Specificationsreceipt thereof, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld. 2.2. Based on the approved Space Plan, conditionedTenant shall cause the Space Planner to prepare detailed plans, specifications and working drawings for the construction of the Tenant Improvements (the “Plans”). Landlord and Tenant shall diligently pursue the preparation of the Plans. Tenant shall approve or disapprove the Plans and any proposed revisions thereto, including the estimated cost of the Tenant Improvements, in writing within three (3) business days after receipt thereof. If Tenant fails to approve or disapprove the Space Plan or Plans or any revisions thereto within the time limits specified herein, Tenant shall be deemed to have approved the same. 2.3. Notwithstanding Landlord’s preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans, or delayedto verify dimensions or conditions, or for the quality, design or compliance with applicable Regulation of any improvements described therein or constructed in accordance therewith. Landlord hereby assigns to Tenant all warranties and guarantees by the Space Planner or the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the design or construction of, the Tenant Improvements.

Plans and Specifications. After Landlord receives Owner and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare have approved the ------------------------ Preliminary Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons Owner shall engage the Project Architect to prepare plans and specifications for disapproval) the Improvements in conformity with the Preliminary Plans and Specifications in writing within Specifications. Tenant shall have a period of ten (10) Business Days business days after receiving themreceipt of the plans and specifications to approve or disapprove the same. If Landlord disapproves Any disapproval shall be in writing and shall be accompanied by a detailed statement of what changes could be incorporated in the plans and specifications to obtain Tenant's approval. Owner shall have ten (10) days after receipt of Tenant's timely notice of disapproval to notify Tenant whether Tenant's requested changes to the plans and specifications will be incorporated into the design of the Improvements and, if any requested changes will not be incorporated, the reasons therefore. Owner shall make any changes requested by Tenant which are necessary in order to make the Final Plans and Specifications consistent with the Preliminary Plans and Specifications. Tenant may, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on business days after receipt of Owner's notice indicating any of Tenant's required changes will not be incorporated, cancel this Agreement. If Tenant objects to items which were in the same basis as set forth above. After Landlord’s approval, Tenant will submit the Preliminary Plans and Specifications for permits and construction bids. No deviation from cancels this Agreement, the Building Standard will be permitted in cost of preparing the Space Plan or the Final Plans and SpecificationsSpecifications shall be borne by Tenant. Owner shall provide to Tenant, provided reasonable deviations with respect to the ceilingas and when prepared, lightingall plans, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances specifications and other Laws materials regarding or are disapproved by any governmental agency, (b) require services beyond in connection with the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedImprovements.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan Tenant agrees that it will perform improvements to the Leased Premises as provided above, for in Exhibit B attached hereto and by this reference made a part hereof pursuant to plans and specifications mutually acceptable to Landlord and Tenant will cause Tenant’s Architect to prepare (the "Plans and Specifications for Specifications"), which are to be submitted, reviewed and approved by Landlord and Tenant prior to the Tenant Improvementscompletion of the construction thereof. Landlord will approve In the event that one party hereto shall desire, or disapprove (specifically describing shall find it necessary to make, any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves modifications or changes to the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications the party desiring or requiring said changes shall give the other party written notice thereof. No change to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits shall be effective unless and construction bidsuntil it has been approved in writing by both Landlord and Tenant. No deviation from the Building Standard will be permitted in the Space Plan or the The Plans and Specifications, as amended, shall thereafter, for all purposes, be considered the "Plans and Specifications" hereunder. Notwithstanding the foregoing, Tenant acknowledges that in the course of construction, certain changes, deviations or omissions may be required by governmental authorities or job conditions and Tenant agrees to such changes, deviations or omissions, provided reasonable deviations with respect that such changes, deviations, or omissions do not materially alter the value or appearance of the Leased Premises or materially reduce the quality of materials used in the construction of the improvements thereto. Tenant understands and agrees that any plans, renderings or drawings or similar documents which purport to depict any improvements to the ceilingLeased Premises are merely an approximation of, lightingand may not necessarily reflect, paintingactual, flooring and wall covering may be permitted with Landlord’s approvalas-built conditions. Landlord will not approve shall, upon Tenant's request, during the period of Tenants possession of the Leased Premises, permit Tenant to jointly exercise with Landlord the rights and benefits accruing under any deviations warranties, guaranties and service agreements, if any, covering those portions of the Leased Premises for which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedis responsible under Paragraph 6 hereof.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare shall deliver the Plans and Specifications to Landlord for the Tenant ImprovementsLandlord’s approval. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days after receiving themTenant delivers the Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord disapproves fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant shall revise the proposed Plans and Specifications, Tenant will provide appropriately Specifications to meet Landlord’s reasonable objections and deliver the revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval. In reviewing the resubmitted Plans and Specifications, Tenant will submit Landlord may only consider those parts of the Plans and Specifications for permits that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Plans and construction bids. No deviation from the Building Standard Specifications (i.e., those portions that Landlord did not previously object to) will be permitted deemed approved. Within ten (10) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the Space Plan necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above (based on the turnaround and the double notice provisions) until Landlord approves (or is deemed to have approved) the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances unreasonably withhold its approval of the Plans and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSpecifications.

Plans and Specifications. After Landlord receives shall, at its sole cost, risk and approves Tenant’s Space Plan as expense, construct and complete, or cause to be constructed and completed, the Parking Facility, and shall install or cause to be installed the Parking Facility Equipment and other improvements to the Property which may be necessary for the use and enjoyment of the Parking Facility which are generally outlined in Exhibit D attached hereto and incorporated herein. The Landlord has provided above, to the Tenant will cause Tenant’s Architect to prepare the latest version of the Plans and Specifications for the Tenant ImprovementsParking Facility and the Parking Facility Equipment. Landlord will approve or disapprove (specifically describing any reasons As the architectural drawings and other designs for disapproval) the Project are developed, the Plans and Specifications in writing within ten (10) Business Days after receiving themshall be updated and revised to reflect the greater detail available from the newer drawing and designs. If Landlord disapproves agrees to provide Tenant with copies of the Plans and Specifications, and any modifications thereto, in electronic format to the extent readily available. Such amendments shall be made as the Landlord and Tenant will provide appropriately revised mutually agree. The Plans and Specifications shall be subject to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as review of Tenant and shall comply with applicable design criteria set forth abovein ordinances and policies adopted by the City of Raleigh, North Carolina. After Landlord’s approvalTenant shall have the right to inspect and review the progress of construction and review and approve any change orders affecting the design, Tenant will submit operation, maintenance or cost of the Parking Facility and the Parking Facility Equipment; provided, any proposed change order that is not approved or objected to with specificity within seven (7) business days of receipt shall be deemed approved by Tenant. The issuance of permits by the City of Raleigh acting in its governmental capacity shall not constitute approval of the Plans and Specifications for permits or of change orders by Tenant. Notwithstanding anything herein to the contrary, the review and construction bids. No deviation from approval of a change order by the Building Standard will be permitted Tenant shall not increase the amount of the Facility Payment unless such change order represents an upgrade or betterment in the Space Plan Parking Facility which is requested by the City; provided, however, if a change order is required to address a design error or design deficiency, it shall in no event increase the Plans amount of the Facility Payment. To facilitate the review and Specificationsapproval, provided reasonable deviations with respect each Landlord and Tenant shall appoint one or more construction representatives to meet at least weekly until the ceiling, lighting, painting, flooring and wall covering may be permitted with Commencement Date. Landlord’s approval. Landlord will not approve any deviations which Landlord believes (ainitial construction representative(s) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement▇▇▇▇▇ ▇▇▇▇▇, then notwithstanding anything to the contrary set forth in the Lease, Landlordand Tenant’s approval initial construction representative shall not be unreasonably withheld, conditioned, Tenant’s Construction Project Administrator or delayedhis designee.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (called “plans”) necessary to construct the First Amendment Premises for Tenant’s Space Plan as provided aboveoccupancy, Tenant will cause Tenant’s Architect which plans shall be subject to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After by Landlord’s approval, Tenant will submit the Plans architect and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations engineers (which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned or delayed) and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building, Landlord’s approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever. Landlord’s architects and engineers shall respond to any plan submission by Tenant within five (5) business days after Landlord’s receipt thereof. In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or delayedcondition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be followed until the plans shall have been approved by the Landlord’s architect and engineer without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the First Amendment Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto, Tenant agrees to reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection with its review and approval of the plans. Such amounts may be deducted from Landlord’s Contribution. (The word “architect” as used in this Article 2 shall include an interior designer or space planner).

Plans and Specifications. After Tenant shall submit to Landlord receives within I 0 days after the date of this Lease space plan(s) and approves other information (collectively, the “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (the “Initial Construction Documents”) for the construction of the tenant finish in the Premises (including the Initial Premises and the Must Take Space). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided abovePlan. Within 10 days after receipt of the Initial Construction Documents, Tenant will cause shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themexpense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after T▇▇▇▇▇’s initial approval is at T▇▇▇▇▇’s expense. The approved Initial Construction Documents are referred to as the Plans “Construction Documents” and Specifications, provided reasonable deviations with respect all work to be performed by Landlord under the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalConstruction Documents is referred to as the “Tenant Finish Work”. Landlord will does not approve any deviations which Landlord believes (a) do not conform warrant that the Construction Documents comply with Applicable Requirements. Tenant, at its sole cost and expense, is responsible to applicable codes, ordinances ensure that the Construction Documents and other Laws or are disapproved by any governmental agency, (b) require services beyond T▇▇▇▇▇’s business operations at the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent Premises comply with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedApplicable Requirements.

Plans and Specifications. After (a) ▇▇▇▇▇▇ agrees to prepare, at ▇▇▇▇▇▇'s sole cost and expense, and furnish to Landlord receives for its review architectural, mechanical, electrical, plumbing, fire protection and approves Tenant’s Space Plan as provided abovestructural engineering schematic design documents, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications final construction documents for the Tenant ImprovementsWork (such documentation and the constituent items thereof are referred to herein collectively and respectively as the "Documents"; and the final construction documents approved by Landlord hereunder are referred to herein as the "Construction Documents"). Landlord will approve or disapprove The Documents shall be prepared by an architect (specifically describing any reasons for disapproval"▇▇▇▇▇▇'s Architect") the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted experienced in the Space Plan construction of tenant improvements in first-class buildings in the Boston area, retained by Tenant and approved by Landlord in advance. The Landlord hereby approves of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ + Archetype, Inc. as Tenant's Architect. There shall be no requirement for Tenant to use any particular building standard materials or items; however, the Plans Tenant Work shall be consistent with tenant improvements typically installed in comparable office buildings in the Boston/North Shore area. Tenant shall cause ▇▇▇▇▇▇'s Architect to perform all architectural services typically and Specificationsreasonably required under typical construction contracts for similar leasehold improvements. Such services shall include, without limitation, all certifications typically and reasonably required to be provided reasonable deviations by the architect for similar leasehold improvements in order to obtain a certificate of occupancy for the Premises. Tenant shall be solely responsible for the cost of all architectural and engineering services required for the Tenant Work. The Construction Documents shall comply with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to all applicable codeslaws, ordinances and other Laws or are disapproved by any regulations (including, without limitation, the applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental agencyauthorities responsible for issuing the permits, approvals and licenses required for construction. Tenant's interior furnishings (i.e., specifications, coordination, supply and installation of furniture, furnishings, telephone and moveable equipment) will also be the responsibility of Tenant. (b) The Documents shall require services beyond the level normally provided to other tenants in the BuildingLandlord's approval, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s which approval shall not be unreasonably withheld, conditionedconditioned or delayed. Landlord will give Tenant notice ("Landlord Plan Notice") of any objections it may have with respect to any Documents within three (3) business days of Landlord's receipt of any Documents. At the time that ▇▇▇▇▇▇ delivers the Documents to Landlord, it shall also deliver a set to Landlord's architect, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ + Associates, Inc., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Landlord's Architect"). If Landlord does not notify Tenant of its objections within such 3 business day period, then Landlord shall be deemed to have approved the Documents. Landlord shall not be deemed unreasonable for withholding approval of such plans and specifications which (i) might adversely affect any structural or exterior element of the Building or any portion thereof, or delayed(ii) might materially adversely affect the proper functioning of the Building systems or other facilities. (c) Tenant shall cause the Documents to be revised in a manner sufficient to remedy Landlord's objections and/or respond to Landlord's concerns and to be redelivered to Landlord and Landlord's Architect as soon as reasonably possible after Tenant is given a Landlord Plan Notice and shall use diligence to complete the Construction Documents in accordance with the requirements of the Landlord Plan Notice. (d) Landlord's and ▇▇▇▇▇▇▇▇'s Architect's approval of any plans and specifications furnished to and approved by Landlord, or of any changes thereto, shall in no way be deemed an agreement by Landlord that the work contemplated therein fulfills the requirements of Section 3.2(a) hereof. Tenant shall be responsible for the design of the Tenant Work. (e) Notwithstanding anything to the foregoing to the contrary, Landlord has approved ▇▇▇▇▇▇'s plans for the East Wing portion of the Premises (the so-called "Phase 1 Portion") which Plans are entitled "Lightbridge Call Center" prepared by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ + Archetype, Inc. dated August 4, 2000, Issued for Construction, and consisting of a cover page and 17 sheets.

Plans and Specifications. After 1.1 Tenant shall retain the services of API DESIGN (the "SPACE PLANNER") to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord receives and approves Tenant’s Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall submit the Space Plan as provided aboveand any proposed revisions thereto to Landlord for Landlord's approval. 1.2 Based on the approved Space Plan, Tenant will shall cause Tenant’s Architect the Space Planner to prepare detailed plans, specifications and working drawings mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the Plans. Tenant shall submit the Plans and Specifications for any proposed revisions thereto, including the estimated cost of the Tenant Improvements. All necessary revisions to the Space Plan and the Plans shall be made within two (2) business days after Landlord's response thereto. This procedure shall be repeated until Landlord ultimately approves the Space Plan and Plans. 1.3 Tenant shall be responsible for ensuring that the Plans are compatible with the design, construction and equipment of the Building, comply with applicable Regulations and the Standards (defined below), and contain all such information as may be required to show locations, types and requirements for all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, light fixtures and related power, and electrical and telephone switches, B.T.U. calculations, electrical requirements and special receptacle requirements. The Plans shall also include mechanical, electrical, plumbing, structural and engineering drawings mutually satisfactory to Landlord and Tenant which shall be prepared by API DESIGN. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans or any revisions thereto, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulations of any improvements described therein or constructed in accordance therewith. Tenant hereby waives all claims against Landlord relating to, or arising out of the design or construction of, the Tenant Improvements. 1.4 Landlord's criteria for approvals shall be based on reasonable criteria established from time to time by Landlord, but Landlord will be deemed to have acted reasonably if Landlord's disapproval is predicated upon (i) effect on the structural integrity of the Building, (ii) possible damage to the Building's mechanical, electrical, plumbing and HVAC systems, (iii) non-compliance with applicable laws, codes and regulations, (iv) incompatibility with the base building plans, (v) failure to use materials required by Schedule 2 pertaining to Standards, and (vi) effect on the exterior of the Building or any of the Building's common areas. Landlord shall not be deemed to have approved the Space Plan, the Plans, or any proposed revisions thereto, unless approved by Landlord in writing. Landlord shall approve or disapprove any Space Plan, Plans or proposed revisions thereto submitted to Landlord for Landlord's approval within three (specifically describing any reasons for disapproval3) the Plans and Specifications in writing within ten (10) Business Days business days after receiving themLandlord's receipt thereof. If Landlord disapproves the Plans and Specificationshas not approved in writing any Space Plan, Tenant will provide appropriately revised Plans and Specifications or proposed revisions thereto submitted to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approvalbusiness days after ▇▇▇▇▇▇▇▇'s receipt thereof, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything deemed to have disapproved the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedsame.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Landlord's Architect to prepare has previously prepared the Original Base Building Plans and Specifications Specifications. At Tenant's request, Landlord has obtained the governmental approvals, permits and variances required for the Tenant Improvementsconstruction of the Base Building Improvements contemplated under this Lease (the "Expansion Approvals"). Landlord will approve or disapprove (specifically describing any reasons for disapproval) At Tenant's sole cost and expense, Landlord's Architect shall modify and amend the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the "Base Building Plans and Specifications"). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided, further, that if Tenant fails to respond within ten (10) days following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord's request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives shall construct a professional office building of approximately twenty five thousand (25,000) square feet plus a parking lot with a capacity of at least one hundred twenty five (125) automobiles on the subject property substantially in accord with the plans and approves Tenant’s Space Plan specifications prepared by an architect of Landlord's selection. Except as provided abovein Section 3 of this Article, Tenant will Landlord shall cause Tenant’s Architect the plans and specifications to prepare the Plans be prepared at Landlord's expense. The plans and Specifications specifications which are prepared for the premises by Landlord's architect shall be subject to the approval of Tenant Improvementsin the following manner: Landlord and Landlord's architect shall consult with Tenant from time to time during the preparation of such plans and specifications regarding the proposed construction and layout of the premises. Landlord will approve or disapprove (specifically describing any reasons for disapproval) Upon the Plans presentation of said plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, specifications to Tenant will provide appropriately revised Plans and Specifications to by Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit will, within twenty (20) days, either return the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan same approved or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved written corrections and/or amendments requested by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other LawsTenant. In the event that Landlord’s approval Tenant fails to so accept or reject within said twenty (20) day period, the plans and specifications shall be deemed approved. If rejected, Landlord shall take all necessary and proper steps to have the plans and specifications revised or amended in such a way or ways required in this to eliminate t he objections by Tenant. The plans and specifications shall then be again submitted to Tenant Improvements Agreementfor specifications Tenant's written approval. Upon approval, then notwithstanding anything to said plans and shall be identified and the contrary set forth approval thereof evidenced by the signatures of Landlord and Tenant thereon. Landlord may reject such-suggested corrections and/or amendments if in the Leaseexercise of good faith and reasonable judgement Landlord determines such corrections and/or amendment's world be such as affect adversely the appearance or function of the proposed building or unreasonable increase the cost of construction or unreasonably increase the anticipated cost of repairs or rate of obsolescence or depreciation. However, Landlord’s approval Landlord shall not be unreasonably withheldwithhold consent to such suggested changes. Subsequent minor changes in said plans and specifications shall not require the signatures of the parties. Tenant shall contract directly with the architect for the purpose of laying out the floor plan of the premises, conditionedthe interior improvements and the drive-up banking and window facilities; provided, or delayedhowever, that Landlord shall have the prior right to approve the plans and specifications for the interior improvements and drive-up units as to conformity and compatibility with the design of the building.

Plans and Specifications. After Within twenty (20) Business Days after Landlord receives and approves Tenant’s the Final Space Plan as provided abovePlan, Tenant will cause Tenant’s Architect to prepare shall deliver the Plans and Specifications to Landlord for the Landlord’s approval. Within twelve (12) Business Days after Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) delivers the Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Plans and Specifications (which disapproval shall specify Landlord’s objections in writing within sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within ten (10) Business Days after receiving them. If Landlord disapproves notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Plans and Specifications, Tenant will provide appropriately Specifications to meet Landlord’s objections and deliver the revised Plans and Specifications to Landlord for approval Landlord’s approval. Within twelve (or disapproval) within five (512) Business Days on after Tenant delivers the same basis as revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth aboveabove until Landlord approves the Plans and Specifications. After Landlord’s approvalLandlord will not unreasonably withhold, Tenant will submit condition or delay its approval of the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve at any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No point during this approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedprocess.

Plans and Specifications. After Landlord receives (a) Two (2) sets of the approved site plan and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the complete and detailed Plans and Specifications for the Tenant development of the site improvements which Borrower shall have approved in writing and which shall be satisfactory to Lender in Lender's sole discretion, including any changes or modifications thereto to the date of receipt by Lender, and any and all construction contracts or other documents in the possession or control of Borrower or any general contractor relating to the construction of the Improvements. Landlord will approve or disapprove The two (specifically describing any reasons 2) sets must include plans and specifications for disapprovalall site development (including storm drainage, utility lines, erosion control and landscaping) work, and must be stamped with all required approvals from all applicable governmental authorities; certified under seal by Architect and signed by Borrower and Contractor to be true copies of the Plans and Specifications architecturally and structurally approved by all authorities and agencies having jurisdiction thereon. The set must also incorporate the recommendations made in writing within ten (10) Business Days after receiving themthe soil testing report. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit No material changes shall be made thereafter in the Plans and Specifications for permits without the prior written consent of the Lender, except as set forth herein. (b) Not less than fifteen (15) days prior to the first disbursement of Note II two (2) sets of the approved site plan and the complete and detailed Plans and Specifications which Borrower shall have approved in writing and which shall be satisfactory to Lender, including any changes or modifications thereto to the date of receipt by Lender, and any and all construction bids. No deviation from the Building Standard will be permitted contracts over $20,000 or other documents in the Space Plan possession or control of Borrower or any general contractor relating to the construction of the Unit over $20,000. The set must include plans and specifications for architectural, structural, mechanical, plumbing and electrical work, and must be stamped with all required approvals from all applicable governmental authorities; certified under seal by Architect and signed by Borrower and Contractor to be true copies of the Plans and Specifications, provided reasonable deviations with respect to Specifications architecturally and structurally approved by all authorities and agencies having jurisdiction thereon and for which a building permit has been issued. The set must also incorporate the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants recommendations made in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Buildingsoil testing report. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval changes shall be required made thereafter in this Tenant Improvements Agreementthe Plans and Specifications without the prior written consent of the Lender, then notwithstanding anything to the contrary except as set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedherein.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapprovala) the Plans and Specifications in writing within Within ten (10) Business Days after receiving them. If business days of mutual execution of the Lease, Landlord disapproves shall deliver the Final Plans to Tenant, and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approvalbusiness days after Tenants receipt thereof, Tenant will submit shall notify Landlord in writing of either Tenants approval or disapproval thereof, including any corrections or changes required by Tenant to the Final Plans. Landlord shall deliver to Tenant revised Final Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specificationswhich incorporate Tenant's proposed changes, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes such proposed changes (ai) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agencyreasonable, (b) require services beyond the level normally provided to other tenants in the Building, or (cii) are of a nature or quality that are inconsistent made in good-faith and with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations particularity and precision and (iii) are in conformance with applicable codes, ordinances and other LawsExhibit C- I attached hereto. In the event that Landlord’s approval Landlord does not receive written notice from Tenant for any requested changes to the Final Plans within the time period specified herein, the Final Plans shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval conclusively deemed approved by Tenant. (b) Landlord shall not be unreasonably withheldrequired to furnish professional interior design services to Tenant and shall not be required to pay for professional interior design services engaged by Tena▇▇. ▇▇rther, conditionedTenant's interior furnishings, i.e., specification, supply and installation of furniture, furnishings, and moveable equipment shall be the sole responsibility of Tenant. All of Tenant's installation of interior furnishings and equipment shall be coordinated with any work being performed by Landlord in the Premises or delayedelsewhere in the Building in such manner as to maintain harmonious labor relations and not damage the Building or the Premises or interfere with Building operations; provided, however, that without Landlord's prior consent, Tenant may not install any interior furnishings in advance of the date on which the Premises are Ready for Occupancy.

Plans and Specifications. After (A) Tenant shall submit to Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving thembusiness days of Tenant's execution of the Lease a space layout plan indicating with reasonably accurate dimensions the square footage allocation and location in the Demised Premises of all individual offices, conference rooms, clerical and file storage, reception, and any other specified areas, together with full supporting information as to any specialized electrical, mechanical, or telephone equipment (such space layout plan and supporting information hereinafter collectively defined as the "Space Plan"). The Space Plan shall incorporate any and all drawings, schedules, or other information necessary for the subsequent preparation of the Premises Plans as defined in Paragraph B below. If Tenant so requests in writing not later than the date of execution of this Lease, Landlord's Architect will, at Tenant's expense, assist Tenant or its agents and consultants in the preparation of the Space Plan. Notwithstanding any other term or provision of this Lease, if the Space Plan is not submitted by Tenant to Landlord disapproves by October 1, 1987, the Actual Commencement Date of the Lease shall be deemed to be December 1, 1987. (B) The Demised Premises shall be prepared for Tenant's occupancy in accordance with a comprehensive and complete set of architectural, electrical and mechanical drawings and specifications, schedules, and other pertinent information (hereinafter collectively defined as the "Premises Plans"), which Premises Plans shall be consistent with the Space Plan previously submitted by Tenant to Landlord. In the event the scope of work as contemplated in the Premises Plans exceeds that as set forth in the Space Plan, Landlord reserves the right to claim a delay as a result of a delay in the commencement of the term as herein provided. The Premises Plans, if based on a Space Plan not having special, unusual, or unique requirements, shall be prepared. at Landlord's expense by an Architect selected by Landlord, and by an Engineer selected by Landlord, (herein collectively defined as "Landlord's Architect"). A reasonable charge shall be made to Tenant for special, or unusual, or unique requirements in the Premises Plan. (C) The Premises Plans shall include without limitation, complete architectural, mechanical, electrical, and all other drawings or specifications for all work to be performed in the Demised Premises including partitions, ceilings, lighting layouts, electrical outlets, color choices, finishing schedules, telephone requirements, special electrical or mechanical requirements, special equipment installations, and any and all other pertinent information necessary to prepare the Demised Premises for Tenant's occupancy. The Premises Plans shall be consistent with all applicable building codes with the design, structural capabilities, construction and equipment in the Building. (D) During the preparation of the Premises Plans, Tenant shall provide full cooperation to the Landlord's Architect with respect to the provision of information and facts pertinent to the Tenant's requirements. Landlord shall submit to Tenant for Tenant's approval the following items as soon as practicably possible: (i) Two sets of the Premises Plans and Specificationsany supporting or explanatory information, and (ii) A preliminary budget (the "Preliminary Budget") of the cost of the Tenant Work, as defined in Part II of this Exhibit C below, for the materials, equipment, and work, designated in the Premises Plans. The Preliminary Budget shall contain an estimate prepared by Landlord, in conjunction with a general contractor, of all items of cost incorporated in the Premises Plans including, without limitation, direct construction costs of material and labor for each trade, on-site supervision and clean-up, permits and fees payable to the general contractor. Within five (5) days following receipt by Tenant from Landlord of the Premises Plans and the Preliminary Budget, Tenant will provide appropriately revised shall either (i) evidence in writing to Landlord its approval and acceptance of the Premises plans and the Preliminary Budget and return to Landlord one complete set of the Premises Plans and Specifications Preliminary Budget appropriately initialed by a representative of the Tenant on each sheet or page or (ii) request Landlord in writing to make any modifications to the Premises Plans, and any related changes to the Preliminary Budget. Landlord for approval (or disapproval) shall promptly submit the revised Premises Plans and Preliminary Budget to Tenant, and Tenant shall within five (5) Business Days on business days of receipt of the same basis as set forth above. After Landlord’s approval, Tenant will submit revisions from Landlord evidence its approval in writing to the Landlord of the revised Premises Plans and Specifications for permits and construction bidsPreliminary Budget. No deviation from If Tenant fails to evidence in writing its final approval of both the Building Standard will be permitted in the Space Plan or the Premises Plans and SpecificationsPreliminary Budget within 10 days of receipt of the Premises Plans and Preliminary Budget, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements AgreementTenant, then notwithstanding anything to the contrary set forth in any other term or provision of the Lease, Landlord’s the Actual Commencement Date of the Lease shall be deemed to be December 1, 1987, unless delivery of the Premises Plans and Preliminary Budget by Landlord is delayed past November 15, 1987. Tenant herewith designates the following individual as its authorized agent or representative (pound)0 review and approve the Premises Plans and Preliminary Budget: ▇▇▇▇▇▇ ▇▇▇▇▇, M.D. (E) The Premises Plans approved by Tenant shall be sufficiently complete and contain information to enable the Landlord to obtain all necessary approvals from appropriate governmental agencies or authorities to permit the installation of the work required by the Premises Plans in the Demised Premises. Landlord shall, at Tenant's expense, file the Premises Plans with the appropriate public authorities for approval shall not be unreasonably withheld, conditioned, or delayedand issuance of all building permits.

Plans and Specifications. After Landlord receives At Landlord's sole cost and approves Tenant’s Space Plan as provided aboveexpense, Landlord's Architect shall prepare on or before January 15, 2001, plans and specifications (the "BASE BUILDING PLANS AND SPECIFICATIONS") for construction of the Base Building Improvements substantially in accordance with the 630 Gateway Preliminary Specifications. Tenant will cause Tenant’s Architect shall have the right to prepare approve the Base Building Plans and Specifications for only to the Tenant Improvements. Landlord will approve or disapprove (specifically describing extent of any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 630 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditionedconditioned or delayed and, provided further, that if Tenant fails to respond within five (5) business days following Landlord's request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayeddelayed and provided further that if Tenant fails to respond within five (5) business days following Landlord's request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant's use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform Tenant agrees to prepare, at Tenant's sole cost and expense, and furnish to Landlord, architectural, mechanical, electrical, plumbing, fire protection and structural engineering schematic design documents, design development documents and final construction documents for the TIW (such documentation and the constituent items thereof are referred to herein collectively and respectively as the "Documents"; and the final construction documents approved by Landlord hereunder are referred to herein as the "Construction Documents"). The Documents shall be prepared by an architect ("Tenant's Architect") experienced in the construction of tenant improvements in first-class buildings in the Boston area, retained by Tenant and approved by Landlord in advance. Landlord hereby approves Gensler and Associates as Tenant's Architect. There shall be no requirement for Tenant to use any particular building standard materials or items; however, the TIW shall be consistent with tenant improvements typically installed in comparable first-class office buildings in Boston. Tenant shall also retain at market rates the services of the mechanical, electrical, plumbing and structural engineers engaged by Landlord for the Base Building Work ("Landlord's Engineers") to assist in the preparation of the Documents. Tenant shall cause Tenant's Architect to perform all architectural services typically and reasonably required under typical construction contracts for similar leasehold improvements and shall be solely responsible for the cost of all architectural and engineering services required for the TIW. The Construction Documents shall comply with all applicable codeslaws, ordinances and other Laws or are disapproved by any regulations (including, without limitation, the applicable requirements of the ADA) and shall be in a form satisfactory to appropriate governmental agencyauthorities responsible for issuing the permits, approvals and licenses required for construction. Tenant's interior furnishings (i.e., specifications, coordination, supply and installation of furniture, furnishings, telephone and moveable equipment) will also be the responsibility of Tenant. (b) The Documents (and each item thereof, e.g., Tenant's design documents, design development documents, and final construction documents) shall require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.'s

Plans and Specifications. After The term "Plans and Specifications" shall ------------------------ mean the working drawings and specifications for the construction of the Layout Work in the Demised Premises, which working drawings and specifications will be prepared as set forth below. The Plans and Specifications shall include, without limitation, complete, detailed architectural drawings and specifications for Tenant's partition layout, reflected ceiling and other installations, and complete mechanical and electrical plans and specifications for installation of supplemental air conditioning systems, fire protection and electrical systems. Tenant, at Tenant's sole cost and expense (subject to the reimbursement obligation of Landlord receives hereinafter set forth), shall cause the proposed Plans and approves Specifications to be prepared by Tenant’s Space Plan 's architect and/or designer. All such proposed Plans and Specifications are expressly subject to Landlord's approval and shall comply with all applicable laws, rules and regulations. Tenant covenants and agrees to cause the proposed Plans and Specifications to be delivered to Landlord on or before October 15, 1999, and, upon approval by Landlord, Landlord will cause said plans to be filed, at Tenant's sole cost and expense, with the appropriate governmental agencies in such form (building notice, alteration or other form) as provided aboveLandlord may direct. In the event of any disapproval by Landlord of the proposed Plans and Specifications, Tenant will cause Tenant’s Architect shall, within fifteen (15) days, have the same revised and resubmitted to prepare Landlord for Landlord's approval. The proposed Plans and Specifications which have been approved by Landlord are referred to as the Plans and Specifications. Within thirty (30) days after the date upon which the Plans and Specifications were approved by Landlord, Tenant shall submit to Landlord a detailed statement including paid invoices showing the amounts paid by Tenant for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves preparation of the Plans and Specifications, and Landlord shall pay to Tenant will provide appropriately revised Plans and Specifications the amounts shown by such statement, but in no event shall Landlord be obligated to Landlord for approval pay Tenant an amount in excess of $1.00 multiplied by the Rentable Floor Area of the Demised Premises (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed"Design Allowance").

Plans and Specifications. After Tenant shall submit to Landlord receives within 10 days after the date of this Amendment space plan(s) and approves other information (collectively, the Space Plan) necessary or required by Landlord to complete the initial plans and specifications (the Initial Construction Documents) for the construction of the tenant finish in the Expansion Space. Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided abovePlan. Within 10 days after receipt of the Initial Construction Documents, Tenant will cause shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themexpense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Plans Construction Documents, and Specifications, provided reasonable deviations with respect all work to be performed by Landlord pursuant to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approvalConstruction Documents is referred to as the Tenant Finish Work. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withhelddeemed to represent and warrant that the Construction Documents comply with applicable Laws, conditionedand Tenant, or delayedat its sole cost and expense, is responsible for the Construction Documents and Tenant’s business operations at the Premises (as expanded hereby) complying with applicable Laws.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving themthe Plans and Specifications for the Tenant Improvements prepared by Tenant’s Architect and Landlord’s failure to approve or disapprove of (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving the Plans and Specifications will be deemed Landlord’s approval of the Plans and Specifications. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth aboveabove and Landlord’s failure to approve or disapprove of (specifically describing any reasons for disapproval) the revised Plans and Specifications in writing within five (5) Business Days after receiving the revised Plans and Specifications will be deemed Landlord’s approval of the revised Plans and Specifications. If Landlord again disapproves of the revised Plans and Specifications, the process described in the preceding sentence shall continue until Landlord approves the Plans and Specifications. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No material deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to Specifications without the ceiling, lighting, painting, flooring and wall covering may be permitted with prior written consent of Landlord’s approval. Landlord will not approve any material deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, or (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any material deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall Tenant will be required in this to use Landlord MEPs for the design of any Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedImprovements.

Plans and Specifications. After Within forty-five (45) days following the date of this Lease, Tenant shall prepare and submit to Landlord receives for its approval construction drawings, plans and approves specifications for all improvements to the Initial Premises necessary or appropriate for the lawful occupancy thereof by Tenant for the Permitted Use, and within twenty (20) Business Days prior to the planned commencement of construction of the Expansion Space. Without limiting the generality of the foregoing, such construction drawings, plans and specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, all necessary drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air-conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Initial Premises or Expansion Space, as applicable. The term “Premises,” as used in this Exhibit C, shall refer collectively to the Initial Premises and the Expansion Space. Landlord may require that Tenant include in its design of the Premises the building standard suite entry doors specified on Exhibit ”C-2” hereto; otherwise Landlord’s approval of Tenant’s Space Plan construction drawings, plans and specifications shall not be unreasonably withheld or delayed. Such construction drawings, plans and specifications, once approved by Landlord, are referred to herein and throughout this Lease as provided above, the “Plans and Specifications”. Tenant will cause Tenant’s Architect shall not make any modification to prepare the Plans and Specifications for without first submitting the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications proposed modification to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After and obtaining Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedwritten consent thereto.

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, require that all Leasehold Improvements to be performed pursuant to the Lease, as set forth on Exhibit “B-1” to the Lease, be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work (“Work”) to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord (“Landlord’s Space Plan as provided above, Architect”). Tenant will cause Tenantagrees to meet with Landlord’s Architect so as to prepare assure that the Plans and Specifications are submitted to Landlord following approval by Tenant within ten (10) days following the Effective Date of the Lease (or, in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification(s) as determined necessary or desirable by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications required by Landlord and thereafter to resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving themday period, Landlord may, at Tenant’s sole expense, have prepared Plans and Specifications in accordance with Landlord’s requirements, and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications had been resubmitted by Tenant and approved by Landlord. b) Following acceptance by Landlord in final form, the Plans and Specifications may be changed only with Landlord’s approval, and Tenant shall be liable for any additional costs incurred by Landlord as a result of any such change. If An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord disapproves and Tenant and retained in Landlord’s file as the conclusive evidence of the final form of the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (. c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding Notwithstanding anything to the contrary set forth in contained herein, Landlord shall have the Leasesole right to determine architectural design and the structural, Landlord’s approval shall not mechanical and other standard details and specifications of the work to be unreasonably withheldperformed pursuant to this Work Letter, conditionedincluding, or delayedwithout limitation, the type of materials and the manufacturer and supplier thereof.

Plans and Specifications. After Landlord receives and approves Tenant’s 's Space Plan as provided above, Tenant will cause Tenant’s 's Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten five (105) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s 's approval, Tenant ▇▇▇▇▇▇ will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s ▇▇▇▇▇▇▇▇'s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Tenant shall submit to Landlord receives within fifteen business days after the date of this Amendment space plan(s) and approves other information (collectively the “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (the “Initial Construction Documents”) for the construction of the tenant finish in the Leased Premises (i.e., only Suite 3000). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s approval as soon as practical after receiving the Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant ImprovementsPlan. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within Within ten (10) Business Days days after receiving receipt of the Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, any redrawing is at Tenant’s expense. If Landlord disapproves does not receive a notice from Tenant disapproving the Plans and SpecificationsInitial Construction Documents within the 10-day period, Tenant will provide appropriately revised Plans and Specifications is deemed to Landlord for approval (approve the Initial Construction Documents. Any redrawing of or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted changes in the Space Plan or Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Plans “Construction Documents” and Specifications, provided reasonable deviations with respect all work to be performed by Landlord pursuant to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Construction Documents is referred to as the “Tenant Finish Work.” Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withhelddeemed to represent and warrant that the Construction Documents comply with any laws, conditionedordinances, orders, rules, and regulations of all governmental bodies (state, federal, and municipal) applicable to or delayedhaving jurisdiction over the use, occupancy, operation, and maintenance of the Leased Premises, including without limitations all applicable existing and future environmental laws and the Access Laws (as hereinafter defined) (those laws, ordinances, orders, rules, decisions, and regulations being called “Applicable Laws”) and Tenant, at its sole cost and expense, is responsible for the Construction Documents and Tenant’s business operations at the Leased Premises complying with Applicable Laws, including, without limitation, the Access Laws.

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any), be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Land lord (“Landlord’s Space Plan Architect”), and Tenant shall be available to meet with Landlord ‘s Architect so as provided above, Tenant will cause Tenant’s Architect to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following Lease execution (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord ‘s reasonable discretion within ten (1 0) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall haves period often (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving themday period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, Landlord may prepare Plans and Specifications in accordance with Landlord’s requirements, and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications had been resubmitted by Tenant and approved by Landlord. b) Once accepted by Landlord in final form, the Plans and Specifications maybe changed only with Landlord’s approval, and Tenant shall be liable for any additional costs incurred by Landlord as a result of any such change. If An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord disapproves and Tenant and retained in Landlord’s file as the conclusive evidence of the final form of the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (. c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding Notwithstanding anything to the contrary set forth in contained herein, Landlord shall have the Leasesole right to determine architectural design and the structural, Landlord’s approval shall not mechanical and other standard details and specifications of the work to be unreasonably withheldperformed pursuant to this Work Letter, conditionedincluding, or delayedwithout limitation, the type of materials and the manufacturer and supplier thereof.

Plans and Specifications. After (a) If Tenant elects to perform any Initial Installations, then Tenant shall, at its sole cost and expense, prepare and furnish to Landlord receives for its approval, architectural, mechanical, electrical, plumbing, fire protection and approves structural engineering schematic design documents, design development documents and final construction plans and specifications for the Initial Installations. The plans and specifications for the Initial Installations shall be prepared by Tenant’s Space Plan Architect and shall be submitted to Landlord both in paper format (two (2) copies and electronically, all in AutoCad (dwg) and PDF format. All proposed plans and specifications prepared by Tenant’s Architect for the Initial Installations shall comply with all applicable Requirements. Tenant shall cause Tenant’s Architect to perform all architectural services typically and customarily provided under construction contracts for similar leasehold improvements. Such services shall include, without limitation, providing all certifications customarily provided by an architect for similar leasehold improvements in order to obtain a certificate of occupancy for the Premises. Tenant shall also retain, at market rates, the services of mechanical, electrical, plumbing and structural engineers designated by Landlord to assist in the preparation of the Proposed Tenant Improvement Plans, as provided abovewell as any engineers or consultants required by Massport or other applicable Governmental Authorities to review the Proposed Tenant Improvement Plans for compliance with applicable Requirements. Tenant shall be solely responsible for the architectural and engineering services required in connection with the Initial Installations. (b) If Tenant elects to perform any Initial Installations, then promptly after the Commencement Date, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications submit to Landlord for its approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans proposed final construction plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives specifications for the BuildingInitial Installations (collectively, the “Proposed Tenant Improvement Plans”). No The approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Proposed Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval Improvement Plans shall not be unreasonably withheld, conditionedconditioned or delayed. Landlord shall not be deemed unreasonable for withholding approval of any element of such Proposed Tenant Improvement Plans which (i) involve or might affect any structural or exterior element of the Complex or any portion thereof, (ii) might, in Landlord’s reasonable opinion, materially adversely affect the value of the Complex or any portion thereof, (iii) might materially adversely affect the proper functioning of the building systems or other facilities, or delayed(iv) will increase the cost of construction or insurance on the Complex or any portion thereof, or may increase the Operating Costs or Taxes. If Landlord shall advise Tenant of any objections to, deficiencies in, or clarifications required with respect to, the Proposed Tenant Improvement Plans, then Tenant shall, promptly after receipt of such response from Landlord, cause Tenant’s Architect to revise the Proposed Tenant Improvement Plans to address the objections, deficiencies or clarifications, to stamp the revised plans, and to submit such revised plans to Landlord. After approval thereof by Landlord said plans shall be stamped by the Architect, and thereafter shall be considered to be the “Tenant Improvement Plans.” (c) The approval by Landlord of any Tenant Improvement Plans or other plans and specifications furnished to and approved by Landlord, or of any changes thereto, shall in no way be deemed an agreement or representation that such Tenant Improvement Plans or other plans and specifications, or any element of the Initial Installations contemplated thereby, comply with applicable Requirements. Landlord shall not be liable to Tenant or any other party in connection with the approval of any such Tenant Improvement Plans or other plans and specifications.

Plans and Specifications. After Within fifteen (15) days following execution of the Lease, Tenant shall cause its licensed architect and any licensed mechanical or electrical engineers required by law to submit to Landlord receives and approves preliminary plans for Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant ImprovementsWork. Landlord will shall approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing said preliminary plans within ten (10) Business Days after receiving themdays of the receipt thereof. If Landlord disapproves shall disapprove of the Plans and Specifications, Tenant will provide appropriately preliminary plans they shall be revised Plans and Specifications in such manner as is required to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with obtain Landlord’s approval. Working architectural, electrical and mechanical (HVAC and plumbing) plans, consistent with the preliminary plans approved by Landlord will not approve and any deviations which other construction requirements of Landlord believes for Tenant’s Work, shall be prepared by Tenant and delivered to Landlord for Landlord’s approval within ten (a10) do not conform days of Landlord’s notice to applicable codes, ordinances and other Laws Tenant of Landlord’s approval or are disapproved disapproval. Landlord’s final approval of the working plans shall be required prior to commencement of construction of Tenant’s Work. Any approval of Landlord of preliminary or working plans shall be indicated only by any governmental agency, (b) require services beyond the level normally provided to other tenants a dated signature of Landlord on said plans. No change shall be made in the Building, working plans approved by Landlord without the written approval of Landlord. Landlord shall have the right to inspect the progress of Tenant’s Work to insure compliance with the working plans and Landlord’s requirements for Tenant’s Work. Any inspection or (c) are approval of a nature or quality that are inconsistent plans by Landlord shall be for the sole purpose of assuring compliance with Landlord’s overall requirements and no responsibility for proper engineering, safety, and/or design of facilities or compliance with applicable governing codes and regulations is implied or inferred on the part of Landlord by the plan or objectives for approval. Should Tenant fail to comply with any of the Building. No approval by foregoing requirements, and continue to not comply after notice from Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codesnon compliance, ordinances and other Laws. In the event that Landlord’s approval Tenant shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in default under the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayed.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove Within twenty (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (1020) Business Days after receiving them. If Landlord disapproves prior to the Plans planned commencement of construction of the Unimproved Space, Subtenant shall prepare and Specifications, Tenant will provide appropriately revised Plans and Specifications submit to Landlord Sublandlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s its approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditionedconditioned or delayed and for Master Landlord’s approval, construction drawings, plans and specifications for all improvements to the Unimproved Space to be constructed by Subtenant, including but not limited to any proposed demolition or modification of the existing improvements in the Unimproved Space. If Sublandlord fails to respond to Subtenant’s request for approval of such construction drawings, plans and specifications within fifteen (15) days of receipt and such delay is not attributable to any delay by Master Landlord in granting its own approval, Sublandlord shall be deemed to have approved such construction drawings, plans and specifications. Such construction drawings, plans and specifications, once approved by Sublandlord and Master Landlord, are referred to herein and throughout this Sublease as the “Plans and Specifications”. The Plans and Specifications shall be prepared and submitted in accordance with the requirements of Exhibit C-I and Exhibit C-2 of the Master Lease. Without limiting the generality of the foregoing, the Plans and Specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Subleased Premises. Subtenant shall not make any material modification to the Plans and Specifications without first submitting the proposed modification to Sub landlord and Master Landlord and obtaining Sublandlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and obtaining Master Landlord’s written consent thereto.

Plans and Specifications. After Landlord receives Tenant shall be solely responsible for the preparation of the final architectural, electrical and approves mechanical construction drawings, plans and specifications (collectively, “plans”) necessary to construct the Premises for Tenant’s Space Plan as provided aboveoccupancy, which plans shall be subject to the reasonable approval by Landlord’s architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant will cause nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s Architect plans for any purpose whatsoever. Landlord’s architects and engineers shall respond to prepare the Plans and Specifications for the any plan submission by Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Lawsreceipt thereof. In the event that Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall be required in this no event relieve Tenant Improvements Agreement, then notwithstanding anything to of the contrary set forth in the Leaseresponsibility for such design. If requested by Tenant, Landlord’s approval architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Article 4 shall not be unreasonably withheld, conditioned, include an interior designer or delayedspace planner.)

Plans and Specifications. After a) Landlord receives may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Lease, as set forth on Exhibit “C-1” to the Lease, be specified in a set of plans and approves Tenantspecifications (“Plans and Specifications”) in detail sufficient to comprehensively define the construction work to be performed hereunder and to satisfy applicable permitting regulations which may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be prepared by an architect designated by Landlord (“Landlord’s Space Plan as provided aboveArchitect”), and Tenant will cause Tenantshall be available to meet with Landlord’s Architect so as to prepare assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following submission of the Plans and Specifications to Tenant by Landlord’s Architect (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant Improvementsshall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. Landlord will approve or disapprove (specifically describing any reasons for disapproval) If Tenant fails to resubmit the Plans and Specifications in writing such form as Landlord shall require within such ten (10) Business Days after receiving themday period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, at Tenant’s sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s requirements, and the construction of the Leasehold Improvements shall proceed as if the final Plans and Specifications had been resubmitted by Tenant and approved by Landlord. b) Once accepted by Landlord in final form, the Plans and Specifications may be changed only with Landlord’s approval, and Tenant shall be liable for any additional costs incurred by Landlord as a result of any such change. If An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord disapproves and Tenant and retained in Landlord’s file as the conclusive evidence of the final form of the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (. c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding Notwithstanding anything to the contrary set forth in contained herein, Landlord shall have the Leasesole right to determine architectural design and the structural, Landlord’s approval shall not mechanical and other standard details and specifications of the work to be unreasonably withheldperformed pursuant to this Work Letter, conditionedincluding, or delayedwithout limitation, the type of materials and the manufacturer and supplier thereof.

Plans and Specifications. After 2.01 Tenant's architect will provide Landlord receives with twelve (12) complete sets of working plans and approves Tenant’s Space Plan as provided specifications for the demised premises, which plans shall be prepared in accordance with this Exhibit. Landlord's architect will provide same service if desired by Tenant for $.55 per rentable square foot. 2.02 The working plans and specifications shall be subject to Land- lord's review and approval, and, to the extent that such plans and specifications do no conform to this Exhibit, Landlord may disapprove the same unless Tenant agrees to pay Landlord for is additional costs in accordance with 2.03 below. 2.03 On its plans and specifications furnished in accordance with 2.02 above, Tenant will cause may designate different materials (except window coverings) in place of building, standard materials which would otherwise be initially furnished and installed by Landlord under the provisions of this Exhibit, provided such selection is approved by Landlord. If Tenant shall make any such selection, or if different materials are required because of any situation created by Tenant (by reason of subleasing or any other similar or dissimilar cause) wherein the applicable building codes prohibit the use of building standard materials, and if the Work Cost (as hereinafter defined) of such different materials shall exceed the Landlord's cost of building standard materials thereby replaced, Tenant shall pay to Landlord, as hereinafter provided, the difference between the Work Cost of such different new materials and the Landlord's cost of building standard materials thereby replaced. Tenant may also indicate on its plans and specifications additional work and additional materials (subject to approval by Landlord) to be furnished and installed by Landlord at Tenant’s Architect 's expense, and Tenant shall pay to prepare Landlord, as hereinafter provided, the Plans Work Cost of such additional work and Specifications additional materials. No such different materials shall be furnished and installed in replacement for any of building standard materials nor shall any such additional work or additional materials be furnished and installed unless Landlord and Tenant shall have agreed in writing the Work Cost of such different new materials and the Landlord's cost of such replaced building standard materials, or the Work Cost of such additional work or additional materi- als, as the case may be. All amounts payable by Tenant to Landlord pursuant to this Exhibit shall be paid by Tenant promptly after the rendering of bills therefor by Landlord to Tenant, it being understood and agreed that such bills may be rendered during the progress of the performance of the work and/or the furnishing and installation of the materials to which such bills relate and that final payment in full be made on the 10th day of the month following completion of the work, as additional rent under the Lease. Any such dif- ferent materials and any such additional work and additional materials shall, upon installation, become the property of Landlord and shall be surrendered by Tenant to Landlord at the end or other expiration of the term of the Lease unless otherwise provided therein. No credit shall be granted for the Tenant Improvementsomission of building standard materials where no replacement in kind is made. Landlord will approve or disapprove (specifically describing any reasons for disapproval) The term "Work Cost" as used in this Exhibit shall mean the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications total of all estimated actual costs to Landlord for approval (furnishing and installing such different new materials or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approvalsuch additional work or additional materials, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are plus 10% overhead plus 10% profit of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedactual costs.

Plans and Specifications. After Landlord receives Landlord’s Architect has previously prepared the Original Base Building Plans and approves Specifications. At Tenant’s Space Plan as provided aboverequest, Tenant will cause Landlord has obtained the governmental approvals, permits and variances required for the construction of the Base Building Improvements contemplated under this Lease (the “Expansion Approvals”). At Tenant’s sole cost and expense, Landlord’s Architect to prepare shall modify and amend the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the 951 Gateway Preliminary Specifications (the “Base Building Plans and Specifications”). Tenant will provide appropriately revised shall have the right to approve the Base Building Plans and Specifications only to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications for permits and construction bids. No deviation which are material deviations from the Building Standard will be permitted in the Space Plan or the Plans and 951 Gateway Preliminary Specifications; provided, provided reasonable deviations with respect to the ceilinghowever, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, conditioned or delayed; and provided,, further, that if Tenant fails to respond within ten (10) days following Landlord’s request for approval, Tenant shall be conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s use of the Premises or a material effect on the aesthetic appearance or impression relating to the Base Building Improvements.

Plans and Specifications. After Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord receives for its approval, detailed plans and approves specifications (“Plans”) of each proposed Alteration (other than Cosmetic Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and reasonably approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any governmental authorities, and (iii) furnish to Landlord duplicate original policies or certificates of insurance (by Tenant, and Tenant’s Space Plan contractors and subcontractors in connection with such Alteration), which insurance shall include Commercial General Liability insurance, Business Auto Liability, “All-Risk” Builder’s Risk insurance upon the entire Alteration to the full insurance value thereof, and Worker’s Compensation Insurance and Employer’s Liability Insurance, all issued by insurers and having coverage amounts which are reasonably satisfactory to Landlord), naming Landlord Insured Parties as provided above, Tenant will cause Tenantan additional insured (excluding Employer’s Architect to prepare the Plans Liability and Specifications for the Tenant ImprovementsWorker’s Compensation Insurance). Landlord will approve shall advise Tenant of Landlord’s approval or disapprove (specifically describing disapproval of the Plans, or any reasons for disapproval) the Plans and Specifications in writing of them, within ten (10) Business Days days after receiving them. If Landlord disapproves receives the Plans from Tenant. Tenant shall revise the Plans to meet Landlord’s documented objections, if any, and Specifications, Tenant will provide appropriately revised resubmit the Plans and Specifications to Landlord for approval (or disapproval) within five (5) its review and approval. This review process shall continue until Landlord has approved the Plans. Tenant shall give Landlord not less than 5 Business Days on the same basis as set forth above. After Landlord’s approvalDays’ notice prior to performing any Cosmetic Alteration, Tenant will submit the which notice shall contain a description of such Cosmetic Alteration and Plans and Specifications for permits and construction bidseach Cosmetic Alteration. No deviation from the Building Standard will changes (except de minimis changes) shall be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect made to the ceilingTenant’s Plans without the prior written approval of Landlord, lighting, painting, flooring and wall covering may to be permitted granted or withheld in accordance with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary standard set forth in the Lease, Landlord’s approval shall not be unreasonably withheld, conditioned, or delayedSection 9.1(a) above.

Plans and Specifications. After 2.1 Tenant has retained the services of Interform/▇▇▇▇▇▇ & Associates (the "SPACE PLANNER") to prepare the detailed space plan (the "SPACE PLAN") attached hereto as Schedule 3 for the construction of the Tenant Improvements in the Premises. Tenant shall submit any proposed revisions to the Space Plan to Landlord receives and approves Tenant’s for Landlord's approval. The Space Plan as provided aboveattached hereto is hereby approved by Landlord and Tenant. 2.2 Based on the approved Space Plan, Tenant will shall cause Tenant’s Architect the Space Planner to prepare detailed plans, specifications and working drawings mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the Plans. Tenant shall submit the Plans and Specifications for any proposed revisions thereto, including the estimated cost of the Tenant Improvements. All necessary revisions to the Space Plan and the Plans shall be made within two (2) business days after Landlord's response thereto. This procedure shall be repeated until Landlord will approve or disapprove ultimately approves the Space Plan and Plans. 2.3 Tenant shall be responsible for ensuring that the Plans are compatible with the design, construction and equipment of the Building, comply with applicable Regulations and the Standards (specifically describing any reasons defined below), and contain all such information as may be required to show locations, types and requirements for disapproval) all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, light fixtures and related power, and electrical and telephone switches, B.T.U. calculations, electrical requirements and special receptacle requirements. The Plans shall also include mechanical and electrical drawings mutually satisfactory to Landlord and Tenant which shall be prepared by an architect mutually acceptable to each of Landlord and Tenant. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and Specifications in writing within ten (10) Business Days after receiving them. If any revisions thereto, Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord shall have no responsibility or liability whatsoever for approval (any errors or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted omissions contained in the Space Plan or Plans or any revisions thereto, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulations of any improvements described therein or constructed in accordance therewith. Tenant hereby waives all claims against Landlord relating to, or arising out of the design or construction of, the Tenant Improvements. 2.4 Landlord may approve or disapprove the Plans and Specifications, provided reasonable deviations with respect or any proposed revision thereto or to the ceiling, lighting, painting, flooring and wall covering may be permitted with Space Plan submitted to Landlord in Landlord’s approval's sole discretion. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval shall not be unreasonably withhelddeemed to have approved the Space Plan, conditionedthe Plans, or delayedany proposed revisions thereto, unless approved by Landlord in writing. Landlord shall approve or disapprove any Space Plan, Plans or proposed revisions thereto submitted to Landlord for Landlord's approval within three (3) business days after Landlord's receipt thereof. If Landlord has not approved in writing the Plans or proposed revisions thereto or to the Space Plan submitted to Landlord within three (3) business days after Landlord's receipt thereof, Landlord shall be deemed to have approved the same.

Plans and Specifications. After No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord receives may reasonably request, and approves Tenant’s Space Plan as provided above, Tenant will cause Tenant’s Architect to prepare a proposed construction schedule (the Plans and Specifications for the Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the “Approved Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications ”) to Landlord for approval (or disapproval) within at least forty-five (545) Business Days on days prior to undertaking the same basis as set forth above. After and has obtained Landlord’s approvalprior written consent thereof, Tenant will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with respect to the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the contrary set forth in the Lease, Landlord’s approval consent shall not be unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the precise location and design of the Communication Facility or other improvements, and the landscaping of the Premises. Tenant agrees to secure the Communication Facility and other improvements and to address reasonable safety and aesthetics issues raised by Landlord. If Landlord fails to disapprove the plans within said forty-five (45) day period, said plans and specifications shall be deemed to be approved. The review and approval by Landlord under this Lease shall be in addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Approved Plans and Specifications shall be updated during the course of construction to reflect approved changes. Tenant reserves the right to make like-kind exchanges and replacements of equipment which do not materially alter the Premises and is installed in accordance with the terms of this Lease, but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, unless such like-kind exchange is made during an emergency, then Tenant shall give Landlord such notice as is reasonable or practicable under the circumstances. Tenant agrees to reimburse Landlord for reasonable fees and costs incurred by Landlord in reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant, provided that Landlord submits to Tenant invoices showing such costs.